Common use of Additional Rent Clause in Contracts

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing on Seller, as landlord under the Commencement DateLeases, for each calendar year is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management of the Term (prorated Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any calendar year falling partially within the Term)period after Closing, Tenant Seller shall pay or credit any such amounts to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”)Buyer at Closing. Prior To the extent that estimated payments of Operating Expense Pass-Throughs are required to the Commencement Date be paid monthly by any tenant, and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such tenant's lease year, or the calendar year, a statement (“Landlord’s Statement”) in reasonable detailsuch estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, including supportive documentation, setting forth (a) with the amount of Tenant's actual responsibility appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for Additional Rent, such tenant shall be finally prorated between Seller and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant Buyer at the time Landlord furnishes of such reconciliation with the statementtenant, orusing the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement there shall be final a re-proration between Seller and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety Buyer, taking into account the additional amount collected from (90or refunded to) days from receipteach tenant. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period In furtherance of three (3) years following each yearthe foregoing, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility ▇ to Tenants for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditOperating Expense Pass-Throughs.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as "Additional Rent" for each calendar year or portion thereof during the Term Tenant's Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Prior to the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord's estimate of Operating Costs, Taxes and Tenant's Additional Rent for the Term)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 as additional rent Landlord’s Insurance one-twelfth (as defined below1/12th) and Real Property Taxes (collectively known as “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). Prior to . (3) As soon as reasonably practicable after the Commencement Date end of the Base Year and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receiptafter 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 keep records showing all expenditures incurred provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord's statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in a timely manner relieve Tenant of Tenant's obligation to pay any amounts due Landlord based on Landlord's statement. (4) If Tenant's Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within ten (10) 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 end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within ten (10) 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, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Base Taxes or Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant's Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each calendar year in which Taxes are reduced by any such exemption, Taxes for a period of three (3) years following each year, and such records year shall be made available calculated on the basis of the amount the Taxes for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal officethe year would have been in the absence of the exemption. Any dispute with respect The obligations of Landlord to ▇▇▇▇▇▇▇▇'s calculations refund any overpayment of Tenant's actual responsibility for Additional Rent must be raised by and of Tenant within ninety (90) days to pay any Additional Rent not previously paid shall survive the expiration of receipt the Term. Notwithstanding anything to the contrary in this Lease, if there is at any time a decrease in Taxes below the amount of Landlord’s Statement the Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in accordance with the delivery requirements in Section 12.2 which such decrease occurs and all subsequent periods, Base Taxes shall be resolved by reduced to equal the parties through consultation Taxes for the year in good faith within sixty (60) days of written notice of disputed charge. However, if which the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditdecrease occurs.

Additional Rent. Commencing Beginning on the Sublease Commencement Date and continuing to the Sublease Expiration Date, for each calendar year of but subject to Subtenant’s rights to the Term (prorated for any calendar year falling partially within the Term)Abated Rent, Tenant Subtenant shall pay to Landlord Sublandlord as additional rent Landlordfor this subletting all of Tenant’s Insurance Share of the Direct Expenses that are payable by Sublandlord to Master Landlord under the Master Lease, together with any and all other Additional Rent payable 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 defined below) 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 Real Property Taxes (collectively known as “Additional Rent”). Prior of any other amounts owing to Master Landlord under the Commencement Date Master Lease, and at least Subtenant agrees to pay Sublandlord for all such additional amounts within thirty (30) days prior of receipt of Sublandlord’s written notice thereof. Subtenant shall be entitled to the beginning all credits, if any, given by Master Landlord to Sublandlord for Sublandlord’s overpayment of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter such amounts during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing on the Commencement DateLandlord shall, for each calendar year of the Term within one hundred twenty (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60120) days after the end of such calendar yeareach Operating Period (or as soon thereafter as it is reasonably able to do so), furnish Tenant with a statement of the Operating Expenses and Taxes during such year and a computation of the Additional Rent owed by Tenant for such Operating Period (“Expense Statement”). Failure of Landlord to provide an Expense Statement within such time period shall not be a waiver of Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for right to collect any Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the Expense Statement shows that the actual amount of Tenant's actual responsibility Tenant owes for such Operating Period is more than the estimated Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentspaid by Tenant for such Operating Period, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant difference within thirty (30) daysdays after Tenant’s receipt of the Expense Statement. If the variance Expense Statement shows that Tenant paid more in estimated Additional Rent than the actual amount of Additional Rent owed by Tenant for such Operating Period, Tenant shall receive a credit therefor. The credit shall be applied to future monthly payments attributable to the Additional Rent, or if this Lease has expired, such amount shall be refunded to Tenant. Unless adjusted as a result of an audit by Tenant conducted pursuant to the express terms of Section 7(c) of this Lease, the Operating Expenses, Taxes and Additional Rent set forth in the Expense Statement shall be binding upon Tenant. Provided, however, that in the event that the Term of this Lease expires, or is less terminated pursuant to the terms of this Lease, on a date other than five percent December 31, then, at the option of Landlord, Landlord may, either prior to the date on which the Term expires, or within thirty (5%30) days thereafter, elect to provide Tenant with a revised estimate of the Operating Expenses and Taxes for the Operating Period in which such expiration or termination date occurs and the Additional Rent that will be due from Tenant for such Operating Period, which estimated Additional Rent shall be prorated to reflect the portion of such Operating Period that is contained within the Term (the “Final Expense Estimate”). In the event that Landlord elects to deliver a Final Expense Estimate to Tenant, then (i) Tenant shall pay the cost prorated Additional Rent reflected in the Final Expense Estimate within thirty (30) days after Tenant’s receipt of said auditsuch Final Expense Estimate; (ii) the estimated amount of the Additional Rent for the final Operating Period shall be binding upon Landlord and Tenant; and (iii) Landlord shall not thereafter seek from Tenant any additional payment of Additional Rent if the actual Operating Expenses and Taxes for such Operating Period are greater than those reflected in the Final Expense Estimate, nor shall Landlord have any obligation to refund to Tenant any excess funds paid by Tenant to Landlord should the actual Operating Expenses and Taxes for such Operating Period be less than those reflected in the Final Expense Statement. In the event that Landlord elects not to provide Tenant with a Final Expense Estimate, then it shall be presumed that Landlord will provide Tenant with an Expense Statement within one hundred twenty (120) days after the end of the final Operating Period contained in the Term, as provided above, and the Additional Rent shown in such Expense Statement shall be due from Tenant to Landlord within thirty (30) days after Tenant’s receipt of such statement.

Additional Rent. Commencing Tenant agrees to reimburse Landlord for Tenant's Proportionate Share (hereinafter defined) of (i) Real Property Taxes (hereinafter defined), (ii) Landlord's cost of obtaining and maintaining Landlord's Insurance (hereinafter defined), and (iii) the cost of any maintenance performed by Landlord under Paragraph 11A(2) below or which, in Landlord's reasonable discretion, is for the benefit of the Project as a whole and not reasonably allocable to any specific tenant or tenants (collectively, the ADJUSTMENTS). During each month of the term of this Lease, on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term)same day that Base Monthly Rent is due hereunder, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior Rent an amount equal to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount 1/12 of Tenant's proportionate Share of the estimated total annual cost of the Adjustments, as determined by Landlord. Tenant authorizes Landlord to use such funds to pay such costs. The initial monthly payments of Adjustments are based upon the estimated amounts for the current Lease Year (hereinafter defined) and shall be increased or decreased each Lease Year to reflect the projected actual responsibility for Additional Rent, and (b) the sum cost of all Adjustments. If Tenant's Monthly Estimated Rent total payments made during the year. If the amount of are less than Tenant's proportionate Share of the actual responsibility for Additional Rent exceeds the sum costs of Tenant's Monthly Estimated Rent paymentsall such items, Tenant shall pay the deficiency difference to Landlord within forty-five ten (4510) days after ▇▇▇▇▇▇'s receipt of such statementdemand. If the sum total payments of Tenant are more than Tenant's proportionate Share of the actual costs of all such items, Landlord shall retain such excess and credit it against Tenant's next monthly estimated payments of Adjustments. The amount of the Base Monthly Rent and the estimated monthly payments (based upon a complete calendar month) of Tenant's proportionate Share of the Adjustments for the Lease Year in which the date of this Lease occurs are as follows: (1) Base Monthly Estimated Rent payments during the year exceeds the amount of $29,834.19 (2) Real property Taxes $ 4,589.88 (3) Insurance $ 458.99 (4) Maintenance $ 917.98 --------- Monthly Payment Total $35,801.04 ---------- ---------- Tenant's actual responsibility for Additional RentPROPORTIONATE SHARE, as used in this Lease, shall mean a fraction, the numerator of which is the number of square feet of rentable area contained in the Premises and the denominator of which is the entire number of square feet of rentable area contained in the Building (as to costs which do not materially vary based on the occupancy of the Building) or is the entire rented area contained in the Building (as to costs which do materially vary based on the occupancy of the Building). If the Premises is part of a larger development (the DEVELOPMENT) owned by Landlord and the Building and one or more other buildings on parts of the Development other than the Land share the benefit of or may properly be allocated a portion of any expense, Landlord shall pay reasonably allocate any such expense among the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, Building and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect other building(s) prior to ▇▇▇▇▇▇▇▇'s calculations of applying Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within Proportionate Share to such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditexpense.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any such period exceed Base Operating Costs, and (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 falling partially within thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the Term)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 as additional rent 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 Insurance prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (as defined belowand 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 Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentyear, and (b) the total payments made by Tenant with respect thereto. Landlord’s failure to deliver the annual statement within such 150-day period shall not be deemed a calculation of one-twelfth (1/12) waiver of Landlord's estimate ’s rights on account of ▇▇▇▇▇▇'s any underpayment by Tenant of Operating Costs, Taxes or Additional Rent (“Monthly Estimated and Landlord’s rights shall continue in full force and effect); provided, however, that following the 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 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 at Landlord’s cost. The parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of 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 actual charges should have been, then Landlord shall reimburse Tenant for the actual, reasonable costs of the audit, not to exceed Twenty Five Thousand Dollars ($25,000.00). Landlord shall not be deemed to be in default under this Lease as a result of Landlord’s overcharging Operating Costs, but Landlord shall refund the amount of any overpayment by Tenant and, if applicable, pay the costs of Tenant’s audit, all on the terms and conditions more particularly set forth above. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, 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 the end of the Term if there is no outstanding Event of Default, paid to Tenant in cash). For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 360-day year by computing Tenant’s Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. 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 Landlord, as the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rentcase may be, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) 30 days after the end of such calendar year, a statement (“LandlordTenant’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement final statement for the calendar year in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such periodwhich this Lease terminates, the parties shall request an audit of difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the disputed matter from an independent, certified public accountant selected total amount previously paid by both Landlord and Tenant, whose decision shall be based Tenant on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditaccount thereof.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance a) At least five (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (305) 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 beginning terms of the Sublease or to Landlord pursuant to the 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 thereafteryear. Within ten (10) days after receipt of Landlord’s Statement, Landlord Carlo Pazolini shall furnish to Tenant Mesoblast a written statement setting forth CP’s Tax Payment payable on June 1 and December 1 of the following: following calendar year and CP’s Operating Payment payable each month for the following calendar year, which statement shall be based on 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 (ai) Landlord's estimate 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 ▇▇▇▇▇▇'s 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 Mesoblast has made payments of Additional RentRent for same pursuant to this Paragraph 4(a), and 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 respective Additional Rent paid by Mesoblast under this Paragraph 4(a) for such year. (b) a calculation Mesoblast shall pay for electricity supplied to the Subleased Premises directly to the utility company providing such electrical service pursuant to Section 33 of one-twelfth the Sublease. Mesoblast shall also have usage control over the HVAC package unit located within the Subleased Premises and shall be entitled to utilize one (1/121) conduit benefitting the Subleased Premises in accordance with Section 33 of Landlord's estimate the Sublease. (c) In the case of ▇▇▇▇▇▇'s any of Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning payments which are not due on the Commencement Date and a regular basis on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month month, Carlo Pazolini shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year give Mesoblast notice of the Term 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 applicable) in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and each case within sixty ten (6010) days after the end its receipt of such calendar year, notice together with a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) copy of the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after related ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent▇ and/or supporting documentation received from CIT and/or Landlord, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statementas applicable, or, if except where a shorter period is specified in this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditSub-Sublease.

Additional Rent. Commencing (Real Estate Taxes): (A) In the event that the “Real Estate Taxes” (as hereinafter defined) levied on the Commencement Date, for each calendar year all or any part of the Term property of which the demised premises are a part, including the land (prorated collectively, the “Property”), shall for any calendar year falling partially within 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 TENANT shall pay to Landlord the OWNER, as additional rent Landlord’s Insurance rent, an amount equal 1.677% percent (as defined below“TENANT’S Share”) of such excess, if any. Commencing on February 1, 2020, and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning on February 1st of each calendar year thereafterthereafter during the Term, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during each of the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-following five (3655) day year. For each calendar year months (ending with July 1st,) OWNER shall ▇▇▇▇ TENANT one-sixth (1/6th) of the Term estimated amount of TENANT’s Share of Real Estate Taxes, if any, for the tax year beginning July 1st in which Tenant is responsible for paying Additional Renteach such year, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after following the end expiration of such the calendar yearyear in which said monthly payments are made, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) OWNER shall reconcile the amount of Tenant's estimated payments and actual responsibility Real Estate Taxes payable with respect for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the subject tax year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsTENANT shall pay, Tenant shall pay the deficiency to Landlord within forty-five thirty (4530) days after ▇▇▇▇▇▇'s receipt 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 such statement. If this Lease commences, TENANT’s Share of the sum 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 Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at over the time Landlord furnishes aforesaid base tax year. TENANT’S Share of the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement business improvement district or special taxes shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement payable within ninety thirty (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (9030) days of receipt of LandlordOWNER’s Statement statement therefor. (B) If OWNER should incur any expense in accordance connection with OWNER’s endeavor to reduce or prevent increase in the delivery requirements Real Estate Taxes and/or any assessed valuation and OWNER does, in Section 12.2 and fact, achieve such reduction or prevent such assessment, as the case may be, TENANT shall be resolved obligated to pay, as additional rent, the amount computed by multiplying the TENANT’S Share by the parties through consultation expenses incurred by OWNER, provided that in good faith within sixty 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 (602) days years. In the event OWNER receives a refund of written notice Real Estate Taxes arising from OWNER’s contest thereof and TENANT has paid TENANT’S Share thereof, TENANT’S Share of disputed charge. Howeversuch 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 dispute cantime of the expiration of this Lease, then, so long as TENANT is not be resolved within such periodin default, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision same shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment paid to Tenant TENANT within thirty (30) daysdays after such expiration. If Real Estate Taxes for the variance base tax year shall be reduced, including, but not limited to, as a result 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. TENANT 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 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 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 the basis that the Property is OWNER’s sole asset and the income therefrom is OWNER’s sole income). Real Estate Taxes shall also include, without limitation, (i) assessments made upon or with respect to any “air” and “development” rights now or hereafter appurtenant to or affecting the Property, (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 Property, provided that the so-call BID taxes and assessments shall be 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 OWNER’s failure to pay any Real Estate Tax when due. Except as set forth in Section 42(B) above, in no event shall Tenant be entitled to any credit in the event the Real Estate Taxes are less than five percent (5%), Tenant shall pay those in the cost of said auditbase year.

Additional Rent. Commencing All sums payable by Tenant under this Lease other than Base Rent shall be deemed “Additional Rent;” the 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 Commencement DateLease Term, for each calendar year but commencing with the first day of the Term first month of the Lease Term: (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined belowi) and all Real Property Taxes for which Tenant is liable under Sections 5.01 and 5.02 of this Lease, (collectively known ii) all utility costs (if utilities are not separately metered) for which Tenant is liable under Section 6.01 of this Lease, (iii) all insurance premiums for which Tenant is liable under Sections 7.01 and 7.06 of this Lease and (iv) all CAM Expenses for which Tenant is liable under Section 8.04 of this Lease. Collectively, the aforementioned Real Property Taxes, insurance, utility, and CAM Expenses shall be referred to as the “Additional RentTotal Operating Costs”). Prior For reference purposes only and not as any representation by Landlord as to such information, the Commencement Date 2010 budget for the Total Operating Costs is attached hereto as Exhibit H and incorporated herein by this reference. Landlord may adjust its estimates of Total Operating Costs at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of any time based upon ▇▇▇▇▇▇'s Additional Rent▇▇’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 and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end ’s Pro Rata Share of such calendar year, a statement expenses. Within thirty (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (4530) days after ▇▇▇▇▇▇'s ’s receipt of such statement. If , there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the sum of Tenant's Monthly Estimated Rent payments during case may be) in order that Landlord shall receive the year exceeds the entire amount of Tenant's actual responsibility ’s Pro Rata of such costs and expenses for Additional Rent, Landlord shall such period. In addition to its obligation to pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final its Pro Rata Share of Total Operating Costs, Tenant is required hereunder to pay directly to its suppliers, vendors, carriers and binding upon contractors, certain insurance premiums, utility costs, personal property taxes, maintenance and repair costs and other expenses, collectively “Additional Expenses.” If Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as pays for any Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement Expenses in accordance with the delivery requirements in Section 12.2 and terms of this Lease, Tenant’s obligation to reimburse such costs shall be resolved by the parties through consultation an Additional Rent obligation payable in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward full with the next Base monthly Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditpayment.

Additional Rent. Commencing on For purposes of this Lease, Tenant's "ADDITIONAL RENT" for any Fiscal Year (or portion thereof) shall mean the product of (a) Net Rentable Area of the Premises MULTIPLIED BY (b) the difference between (i) the Operating Expenses DIVIDED BY the Net Rentable Area of the Building MINUS (ii) the Expense Stop, all as applicable for the period in question. By the Commencement Date, Landlord shall estimate the Additional Rent to be due by Tenant for each calendar year the balance of the Term (prorated Fiscal Year in which the Commencement Date occurs. Thereafter, unless Landlord delivers to Tenant a revision of the estimated Additional Rent, Tenant shall pay to Landlord, coincident with Tenant's payment of Base Rent, an amount equal to the estimated Additional Rent for the remainder of such year divided by the number of months remaining in such year. From time to time during any calendar year falling partially within Fiscal Year, Landlord may estimate and re-estimate the Additional Rent to be due by Tenant for that Fiscal Year and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Additional Rent payable by Tenant shall be appropriately adjusted in accordance with the estimation so that, by the end of the Fiscal Year, Tenant shall have paid all of the Additional Rent as estimated by Landlord. After the conclusion of each Fiscal Year during the Term), and after the termination or expiration of the Term, Landlord shall deliver to Tenant a statement of actual Additional Rent due by Tenant for the Fiscal Year (or, with respect to termination or expiration, the portion of the Fiscal Year) just ended. Within thirty (30) days thereafter, Tenant shall pay to Landlord or Landlord shall credit against the next installment of Additional Rent due by Tenant (or Landlord shall refund to Tenant, if the Term has expired and all payments due by Tenant to Landlord have been paid in full) the difference between the actual Additional Rent due for such year and the estimated Additional Rent paid by Tenant during such year. In the event that Tenant is not satisfied with the statements of actual Additional Rent submitted by Landlord, Tenant shall have the annual right, at Tenant's expense and after giving twenty (20) days' prior written notice to Landlord, to cause a nationally recognized firm of independent certified public accountants reasonably acceptable to Landlord (similar to the "big six" firms as additional rent Landlord’s Insurance that term is used on the date hereof) to make a special audit of all books and records pertaining to the Operating Expenses and the statements of Additional Rent for any periods within two (as defined below2) and Real Property Taxes (collectively known as “Additional Rent”). Prior Fiscal Years prior to the review; provided, however, no review shall extend to periods of time preceding the Fiscal Year within which the Commencement Date and at least thirty falls. If any such audit reveals that Landlord overcharged Tenant for Operating Expenses by more than five percent (305%) days prior to the beginning of each calendar year thereafterin any one year, Landlord shall furnish to Tenant a written statement setting forth will pay the following: (aproportionate cost for such audit for the year(s) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Landlord was found to have overcharged Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent). If any such audit indicates that the statement submitted to Tenant is incorrect, Landlord shall pay the costs of said audit and shall credit to Tenant any overpayment toward or Tenant shall pay to Landlord any underpayment, as the next Base Rent and/or Monthly Estimated Rent payment falling case may be, which is established by any such audit. Any payments required to be made by the parties pursuant to the preceding sentence shall be due or pay such overpayment to Tenant and payable within thirty (30) days. If business days after receipt of such audit by the variance is less than five percent (5%), Tenant shall pay the cost of said auditparty required to make such payment.

Additional Rent. Commencing on (i) In addition to the Commencement DateBase Rent hereinabove reserved, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant Subtenant shall pay to Landlord Sublandlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to for the period beginning with the Commencement Date and at least thirty during the entire Sublease Term an amount equal to _____% (30"Subtenant's Proportionate Share") days prior of all amounts and charges that are attributable to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, use and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year occupancy of the Term in which Tenant is responsible for paying Additional RentOverleased Premises, Landlord shall furnish to Tenant by written noticeincluding, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar yearwithout limitation, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to operating expenses, electric current costs, insurance and taxes, payable by Sublandlord to Overlandlord pursuant to the ▇▇▇▇▇▇▇▇▇ to the extent such amounts are charged to Sublandlord as tenant under the ▇▇▇▇▇▇▇▇▇. All such amounts of additional rent shall be payable after they are billed to Sublandlord, and Subtenant shall pay such amounts to Sublandlord within the same period of time as payment is required by Sublandlord as tenant under the ▇▇▇▇▇▇▇▇▇. Any statement from Overlandlord for such amounts pursuant to the ▇▇▇▇▇▇▇▇▇ shall be conclusive upon Subtenant. The obligations of Subtenant hereunder shall survive the Expiration Date or earlier termination of this Sublease and shall include amounts payable for the entire Sublease Term even if not billed by Overlandlord or Sublandlord prior to the Expiration Date or earlier termination. Notwithstanding anything contained in this Article, at any time during the Sublease Term, the Sublandlord based on the Overlandlord's calculations statement, if any, or based on Sublandlord's estimates of TenantSubtenant's Proportionate Share based on the amounts payable in the prior Sublease Year and reasonable projections for the current Sublease Year, may estimate the amount of Subtenant's Proportionate Share for any subsequent Sublease Year and require Subtenant to pay one-twelfth (1/12) of such annual estimate each month at the same time Base Rent payments are due. At the end of each Sublease Year, or sooner at the Sublandlord's election, such estimated payments shall be compared to the actual responsibility amount paid for such Sublease Year and any overpayment will be applied to the Rent next due, and any underpayment will be due with the Rent next due, and the Subtenant's Proportionate Share for the twelve-month period immediately following shall again be estimated by Sublandlord based on current costs and estimates and one-twelfth (1/12) thereof shall be payable each month for the following year, until adjusted again pursuant to this Article. Sublandlord and Subtenant acknowledge that Subtenant has been occupying the Subleased Premises prior to the Commencement Date, and Subtenant agrees that it is and shall remain responsible for payment of all amounts and charges that are attributable to the use and occupancy of the Subleased Premises for the period prior to the Commencement Date during which Subtenant has been occupying the Subleased Premises. (ii) Subtenant covenants and agrees to pay any fees, expenses, and other charges assessed by Overlandlord pursuant to the ▇▇▇▇▇▇▇▇▇ resulting from Subtenant's use and occupancy of the Subleased Premises, including any additional services provided by the Overlandlord at the Subleased Premises, and any amounts payable because of Subtenant's acts or negligence. (iii) Any and all payments required to be made by Subtenant to Sublandlord under this Sublease other than Base Rent shall be called "Additional Rent." All Base Rent, Additional Rent must be raised and all other costs, charges and sums payable by Tenant within ninety Subtenant hereunder (90collectively "Rent") days shall constitute rent under this Sublease. Subtenant shall promptly pay the Rent as and when the same shall become due and payable without set-off or deduction, and, in the event of receipt Subtenant's failure to pay the same when due, Sublandlord shall have all of Landlord’s Statement the rights and remedies provided for in this Sublease, or at law or in equity, for non-payment of Rent. (iv) If the Subleased Premises constitute more than 50% of the Overleased Premises and the ▇▇▇▇▇▇▇▇▇ permits the tenant under the ▇▇▇▇▇▇▇▇▇ to audit the Overlandlord's books and records or to contest real estate taxes, upon the request of the Subtenant, Sublandlord will enforce its rights in accordance with the delivery requirements in Section 12.2 provisions of the ▇▇▇▇▇▇▇▇▇ provided that Subtenant shall be liable for all costs incurred as a result thereof and shall indemnify Sublandlord against and hold Sublandlord harmless from any and all such costs. Any such costs shall be deemed Additional Rent and shall be resolved paid by Subtenant within the parties through consultation time period set forth in good faith within sixty (60) days of written notice of disputed chargethe ▇▇▇▇▇▇▇▇▇. HoweverAfter deducting such costs, if the dispute cannot any resulting refund will be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord pro-rated between Sublandlord and Tenant, whose decision shall be Subtenant based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and LandlordSubtenant's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditProportionate Share.

Additional Rent. Commencing on the Commencement DateTenant shall pay, as Additional Rent ("Additional Rent"), prorated for each calendar year that part of the Lease Term (prorated for any calendar year falling partially within the Termapplicable calendar year, Tenant's Percentage Share ("Tenant's Percentage Share"), Tenant shall pay to Landlord as additional rent Landlord’s Insurance hereafter defined, of the total amount of (i) the annual operating expenses ("Operating Expenses"), as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Renthereafter defined, and (bii) a calculation the annual taxes ("Taxes"), for the Building. For all years during the Lease Term, Landlord shall, in advance, reasonably estimate for each such calendar year the total amount of onethe Additional Rent. One-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s the estimated Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month plus all applicable taxes now existing or hereafter enacted) shall be prorated payable monthly, along with the monthly payment of the Base Rent. Landlord shall use its best efforts to make such estimate on a daily basis based on a three hundred sixty-five (365) day or before January 1 of each calendar year. For each calendar On or before March 31 following a year of the Term in for which Tenant Additional Rent is responsible for paying Additional Rentpayable hereunder, Landlord shall furnish use its best efforts to provide Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's the actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each the previous year, and such records shall be made available a reasonable breakdown of the items included therein, together with an invoice for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations any underpayments of Tenant's actual responsibility for Additional Rent must (to be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant paid within thirty (30) daysdays following receipt of such invoice, or to be included with the next monthly payment of Rent, whichever shall first occur) or a check to Tenant to reimburse Tenant for any overpayment of Additional Rent. If For a period of thirty (30) days after receipt of the variance is less than five percent (5%)aforedescribed reconciliation statements, Tenant shall pay have the cost right, upon advance notice, to visit Landlord's office in the Building during Business Hours, as hereafter defined, to inspect its books and records concerning the Additional Rent. The delivery of said auditthe aforedescribed projection statement after January 1 and/or the reconciliation after March 31 shall not be deemed a waiver of any of Landlord's rights to collect monies and/or a waiver of any of the duties and obligations of Tenant as described in this section or as provided elsewhere in this Lease.

Additional Rent. Commencing on Subtenant agrees to pay Sublandlord of the Commencement Datefollowing amounts (collectively, for the “Additional Rent”): (i) Subtenant’s SBA Share of the Shared Building Area Costs allocable to each calendar year of during the Term (Term, prorated for any calendar year falling partially within the Term), Tenant shall pay ; (ii) Subtenant’s POC Share of the Project Operating Costs allocable to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafterduring the Term, Landlord shall furnish to Tenant a written statement setting forth prorated for any calendar year falling partially within the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, Term; and (biii) a calculation Subtenant’s PIT Share of the Project Insurance Costs and Project Property Taxes allocable to each calendar year during the Term, prorated for any calendar year falling partially within the Term, subject to Section 5(e). Subtenant shall pay one-twelfth (1/121/12th) of Landlord's Sublandlord’s reasonable estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year on or before the first (1st) day of each month during such calendar year. Following the end of each calendar year within the Term, Sublandlord shall furnish Subtenant with a final statement (the “Expense Statement”) showing the Shared Building Area Costs, Project Operating Costs, Project Insurance Costs and Project Property Taxes during such year and calculating the Additional Rent for such year. Notwithstanding anything to the contrary contained herein, if Sublandlord fails to charge Subtenant for any amount that may be included in Shared Building Area Costs, Project Operating Costs, Project Insurance Costs or Project Property Taxes within one (1) year after the end of the calendar year in which Sublandlord paid such amount, then Sublandlord shall cease to have the right to charge Subtenant for its share of such amount under this Section 4(b). If the estimated payments made by Subtenant pursuant to this section are not sufficient to cover the actual amount of the Additional Rent for any calendar year, then Subtenant shall pay Sublandlord the deficiency within thirty (30) days after Subtenant’s receipt of the Expense Statement for such year. If the estimated payments made by Subtenant pursuant to this section exceed the actual amount of the Additional Rent for any calendar year, then the excess shall be credited against the Rent next coming due after Subtenant’s receipt of the Expense Statement for such year; provided, any such excess existing at the end of the Term shall be refunded to Subtenant within thirty (30) days thereafter, except if Subtenant is in default hereunder, Sublandlord shall not be required to refund such excess until the default is cured by Subtenant. Within one hundred eighty (180) days after its receipt of any Expense Statement, Subtenant or its authorized representatives may review Sublandlord’s records related to the Additional Rent detailed in such Expense Statement; provided such review shall be conducted at Sublandlord’s offices during normal business hours and Subtenant shall schedule such review at a time reasonably acceptable to Sublandlord. If any such review reveals that Subtenant has paid Sublandlord more than the Additional Rent for any year due under this section (an “Expense Overpayment”), then (i) Subtenant shall notify Sublandlord, in writing, of the Expense Overpayment within thirty (30) days after its completion of such review, and (ii) Sublandlord shall promptly refund the Expense Overpayment to Subtenant following its receipt of written notice thereof, excluding any amount that Sublandlord disputes. If any such review reveals an underpayment of the Additional Rent owed by Subtenant under this section for any year (an “Expense Underpayment”), then Subtenant shall pay to Sublandlord the Expense Underpayment within thirty (30) days after completion of such review. If Subtenant engages a third party to review any of Sublandlord’s records related to the Additional Rent, such third party must execute a confidentiality agreement, in form and substance reasonably acceptable to Sublandlord, prior to conducting any such review. Should Sublandlord reasonably dispute the results of any such review, the parties shall work in good faith to resolve such dispute for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If Subtenant shall not use any person or entity to inspect, review or audit Sublandlord’s records related to Additional Rent whose fee is based, in whole or in part, on the variance is less than five percent results of such inspection, review or audit. Notwithstanding anything to the contrary contained herein, if Subtenant does not review Sublandlord’s records related to any Additional Rent within the one hundred eighty (5%)180) day period provided under this section or Subtenant does not notify Sublandlord, Tenant in writing, of an Expense Overpayment within the period required under this section, then Subtenant shall pay the cost cease to have any right to review such records or receive a refund of said auditsuch Expense Overpayment.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as "Additional Rent" for each calendar year or portion thereof during the Term Tenant's Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any the period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Prior to the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord's estimate of Operating Costs, Taxes and Tenant's Additional Rent for the Term)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 as additional rent Landlord’s Insurance one-twelfth (as defined below1/12th) and Real Property Taxes (collectively known as “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). Prior to . (3) As soon as reasonably practicable after the Commencement Date end of the Base Year and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receiptafter 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, Landlord shall keep records showing all expenditures incurred provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord's statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in a timely manner relieve Tenant of Tenant's obligation to pay any amounts due Landlord based on Landlord's statement. (4) If Tenant's Additional Rent as finally determined for the year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within ten (10) 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 the 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 end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Share of the increases in Operating-Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Tenn. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within ten (10) 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, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Base Taxes or Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant's Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each calendar year in which Taxes are reduced by any such exemption, Taxes for a period of three (3) years following each year, and such records year shall be made available calculated on the basis of the amount the Taxes for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal officethe year would have been in the absence of the exemption. Any dispute with respect The obligations of Landlord to ▇▇▇▇▇▇▇▇'s calculations refund any overpayment of Tenant's actual responsibility for Additional Rent must be raised by and of Tenant within ninety (90) days to pay any Additional Rent not previously paid shall survive the expiration of receipt the Term. Notwithstanding anything to the contrary in this Lease, if there is at any time a decrease in Taxes below the amount of Landlord’s Statement the Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in accordance with the delivery requirements in Section 12.2 which such decrease occurs and all subsequent periods, Base Taxes shall be resolved by reduced to equal the parties through consultation Taxes for the year in good faith within sixty (60) days of written notice of disputed charge. However, if which the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditdecrease occurs.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Within ninety (90) days following the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord's estimate of Operating Costs, Taxes and Tenant's Additional Rent for the Term)following twelve (12) month period. Commencing on the first day of April of each calendar year and continuing on the first day of every month thereafter in such twelve (12) month period, Tenant shall pay to Landlord as additional rent Landlord’s Insurance one-twelfth (as defined below1/12th) and Real Property Taxes (collectively known as “of the estimated Additional Rent”. If Landlord thereafter estimates that Operating Costs or Taxes for such twelve (12) month period will vary from Landlord's prior estimate, Landlord may, by notice to Tenant, revise the estimate for such twelve (12) month period (and Additional Rent shall thereafter be payable based on the revised estimate). Prior to . (3) As soon as reasonably practicable after the Commencement Date end of the Base Year and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentyear, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord’s statement within one hundred twenty (b120) days after 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 or its designated agent with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. In the event such dispute cannot be resolved by the parties, then Tenant shall have the right to retain an independent certified public accountant which is not paid on a calculation of one-twelfth contingency basis and which is mutually approved by Landlord and Tenant (1/12the "Accountant") to complete an audit of Landlord's estimate books and records to determine the proper amount of ▇▇▇▇▇▇'s the Operating Costs, Taxes and Additional Rent (“Monthly Estimated Rent”). incurred and amounts payable by Tenant shall pay to Landlord for the Monthly Estimated Rent beginning on year which is the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end subject of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) dispute. Such audit by the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement Accountant shall be final and binding upon Landlord and Tenant. If Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, mutually agree as to the parties shall request an audit identity of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant Accountant within thirty (30) daysdays after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the "Big 4" accounting firms selected by Tenant, which is not paid on a contingency basis. If such audit reveals that Landlord has over-charged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the variance audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is less than five subsequently determined that Landlord's original statement which was the subject of such audit was in error to Tenant's disadvantage by ten percent (510%)) or more of the total Operating Costs, Taxes and Additional Rent which was the subject of such audit. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver Landlord’s statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s statement. Landlord’s initials Tenant’s initials (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the cost deficiency within ten (10) business days of said auditTenant’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 end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within ten (10) 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, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Base Taxes or Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant’s Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each year in which Taxes are reduced by any such exemption, Taxes for such year shall be calculated on the basis of the amount the Taxes for the year would have been in the absence of the exemption. 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 of the Term. Notwithstanding anything to the contrary in this Lease, if there is at any time a decrease in Taxes below the amount of the Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in which such decrease occurs and all subsequent periods, Base Taxes shall be reduced to equal the Taxes for the year in which the decrease occurs.

Additional Rent. (a) The Rentable Area in the Building is stipulated to be 285,773 square feet. Tenant shall, from time to time during the term of the Lease, pay as additional rent hereunder, an amount, per each square foot of Rentable Area within the Premises, equal to the excess ("Excess") in actual Basic Costs, over the actual 1993 Basic Costs per square foot of Rentable Area in the Building. Commencing on the Commencement Date, for each calendar year fourth (4th) anniversary of the Term (prorated for any calendar year falling partially within the Term)date of this Lease, Tenant shall pay begin paying the Excess in accordance with the provisions of this paragraph. (b) Landlord shall also have the right to Landlord as additional rent Landlord’s Insurance (as defined below) make a good faith estimate of the Excess for each upcoming calendar year and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least upon thirty (30) days prior days' notice to Tenant to require the beginning monthly payment by Tenant of one-twelfth (1-12th) of such estimated Excess, but in no event shall any such estimate be based on Basic Costs which exceed the actual Basic Costs for the previous calendar year. (c) By April 1 of each calendar year thereafterfollowing the year during which the Lease Term begins, or as soon thereafter as practical, Landlord shall furnish to Tenant a written statement setting forth the following: (a) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentactual Basic Costs for the previous calendar year, and (b) Landlord shall notify Tenant of the amount of the Excess owing by Tenant to Landlord, showing the calculations thereof which result from such statement. Tenant agrees to promptly pay Landlord, as additional rent, all Excess which has not been previously paid as estimated Excess. If for any calendar year additional rent collected for the prior year, as a calculation of one-twelfth (1/12) result of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent Excess, is greater than the additional rent actually due during such prior year, then Landlord shall refund to Tenant any such overpayment. (“Monthly Estimated Rent”). Tenant d) Notwithstanding the foregoing provisions of this Lease to the contrary, for purposes of calculating the Excess under this Lease, in no event shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall Controllable Basic Costs be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each increased in any calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant after 1993 by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of more than five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility the Controllable Basic Costs for Additional Rentthe previous calendar year. For purposes hereof, Landlord "Controllable Basic Costs" shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty mean all Basic Costs other than those enumerated in subsections (30) days. If the variance is less than five percent (5%iii), Tenant shall pay the cost (v), (vi) and (viii) of said auditparagraph 2(j) of this Lease.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall Subtenant agrees to pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known Sublandlord, as “Additional Rent” hereunder and without any deduction or setoff whatsoever, 100% of the amounts paid with respect to “Operating Costs” (as defined in the Prime Lease) above the amounts paid for calendar year 2008, and 100% of the amounts paid with respect to “Taxes” (as defined in the Prime Lease) above the amounts paid for fiscal year 2008 (i.e. July 2007 through June 2008). Sublandlord shall provide Subtenant with all documentation furnished to Sublandlord by Prime Landlord under the Prime Lease with respect to Operating Costs and Taxes (the “Statement of Expenses”). Prior Subtenant shall make monthly payments to Sublandlord on account of Prime Landlord’s estimation of amounts payable by Subtenant with respect to Operating Costs and Taxes in the Commencement Date same manner and at least thirty (30) the same time as Base Rent is paid hereunder. Subtenant may, within 90 days prior to the beginning after receiving Sublandlord’s Statement of each calendar year thereafterExpenses, Landlord shall furnish to Tenant a give Sublandlord written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent notice (“Monthly Estimated RentReview Notice”). Tenant shall pay ) that Subtenant intends to Landlord review Sublandlord’s records of the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive Expenses for that calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year Within a reasonable time after receipt of the Term in which Tenant is responsible Review Notice, Sublandlord shall make all pertinent records available for paying Additional Rentinspection that are reasonably necessary for Subtenant to conduct its review. If any records are maintained at a location other than the office of the Building, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 Subtenant may either inspect the records at such other location or pay for the reasonable cost of copying and within sixty (60) shipping the records. Within 60 days after the end of such calendar yearrecords are made available to Subtenant, a statement Subtenant shall have the right to give Sublandlord written notice (an “Landlord’s StatementObjection Notice”) stating in reasonable detaildetail any objection to Sublandlord’s Statement of Expenses for that year. If Subtenant fails to give Sublandlord an Objection Notice within the 60 day period or fails to provide Sublandlord with a Review Notice within the 90 day period described above, including supportive documentationSubtenant shall be deemed to have approved Sublandlord’s Statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Subtenant provides Sublandlord with a timely Objection Notice, setting forth (a) Sublandlord and Subtenant shall work together in good faith to resolve any issues raised in Subtenant’s Objection Notice. If Sublandlord and Subtenant determine that Expenses for the calendar year are less than reported, Sublandlord shall provide Subtenant with a credit against the next installment of Rent in the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the yearoverpayment by Subtenant. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement The records obtained by Subtenant shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred treated as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditconfidential.

Additional Rent. Commencing on the Commencement DateThis Lease is a triple net lease, for each calendar year meaning and intending that in addition to payment of the Term (prorated for any calendar year falling partially within the Term)Base Rent, Tenant Lessee shall pay to Landlord directly or reimburse Lessor for Lessee’s proportionate share of all taxes, insurance costs, operating costs, charges and expenses actually incurred by Lessor in connection with the Leased Premises and the Building and Property, all as additional rent Landlord’s Insurance more particularly set forth hereinbelow (as defined below) and Real Property Taxes (collectively known as hereinafter “Additional Rent”). Prior Lessee’s proportionate share shall be . Base Rent and Additional Rent may sometimes hereinafter be collectively referred to as “Rent”. Lessor’s common area expenses shall include all real estate taxes, insurance costs and premiums, common area electricity, management fees, office expenses, snow removal, landscaping, water and sewer charges, the maintenance of the HVAC, building sprinkler tests, operating costs, charges and expenses directly related to the Commencement Date building and at least thirty property, association fees, and all maintenance and repairs (30) days prior to the beginning of collectively “Operating Expenses”). Lessor shall determine Estimated Operating Expenses as defined hereinbelow for each calendar year during the Term of the Lease, as same may be extended. As used herein, Estimated Operating Expenses means, with respect to each such calendar year, Lessor’s reasonable determination of the anticipated Operated Expenses, which determination shall be based on the prior year’s actual Operating Expenses and reasonable projections of changes to same adjusted to reflect full occupancy for twelve (12) months. Commencing on the date that the first installment of Base Rent is due pursuant to Article 6, and on each day that subsequent installments of Base Rent are due thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate Lessee’s proportionate share of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month Operating Expenses shall be prorated on a daily basis based on a three hundred sixty-five (365) day yearpaid by Lessee to Lessor. For After presentation to Lessee following each calendar year of during the Term of a statement in which Tenant is responsible reasonable detail summarizing the Operating Expenses for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's an adjustment shall be made to account for actual responsibility Operating Expenses for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the such calendar year. If the total amount of Tenant's actual responsibility Estimated Operating Expenses actually received by the Lessor from the Lessee for Additional Rent exceeds any calendar year shall be less than the sum of Tenant's Monthly Estimated Rent paymentsOperating Expenses for such calendar year, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds then the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement such difference shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement payable by the Lessee within ninety twenty (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (9020) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and annual statement summarizing Operating Expenses. If the total amount of the Estimated Operating Expenses actually received by Lessor from Lessee for any calendar year shall be resolved by greater than the parties through consultation in good faith Operating Expenses for such calendar year, then the Lessor shall, at its option, within sixty twenty (6020) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit delivery of the disputed matter from annual statement summarizing Operating Expenses either pay to the Lessee the amount of such excess or credit an independentequal amount against the Lessee’s Rent obligations hereunder. In the event the Commencement Date and/or Expiration Date of the Lease do not coincide with the first and last day of a calendar year respectively, certified public accountant selected by both Landlord Lessee’s obligation to pay Additional Rent for the first and Tenant, whose decision final lease years shall be based on generally accepted accounting principles and shall be final and binding on the partiesadjusted proportionately. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord Initially Lessee shall pay the costs Lessor Additional Rent of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly as Estimated Rent payment falling due or pay such overpayment to Tenant within thirty Operating Expenses (30) days. If the variance is less than five percent (5%which includes estimated real estate taxes), Tenant shall pay the cost of said audit.

Additional Rent. (a) The Rentable Area in the building is stipulated to be 285,773 square feet. Tenant shall, from time to time during the term of the Lease, pay as additional rent hereunder, an amount, per each square foot of Rentable Area within the Premises, equal to the excess ("Excess") in actual Basic Costs, over the actual 1993 Basic Costs per square foot of Rentable Area in the Building. Commencing on the Commencement Date, for each calendar year fourth (4th) anniversary of the Term (prorated for any calendar year falling partially within the Term)date of this Lease, Tenant shall pay begin paying the Excess in accordance with the provisions of this paragraph. (b) Landlord shall also have the right to Landlord as additional rent Landlord’s Insurance (as defined below) make a good faith estimate of the Excess for each upcoming calendar year and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least upon thirty (30) days prior days' notice to Tenant to require the beginning monthly payment by Tenant of one-twelfth (1/12th) of such estimated Excess, but in no event shall any such estimate be based on Basic Costs which exceed the actual Basic Costs for the previous calendar year. (c) By April 1 of each calendar year thereafterfollowing the year during which the Lease Term begins, or as soon thereafter as practical, Landlord shall furnish to Tenant a written statement setting forth the following: (a) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentactual Basic Costs for the previous calendar year, and (b) Landlord shall notify Tenant of the amount of the Excess owing by Tenant to Landlord, showing the calculations thereof which result from such statement. Tenant agrees to promptly pay Landlord, as additional rent, all Excess which has not been previously paid as estimated Excess. If for any calendar year additional rent collected for the prior year, as a calculation of one-twelfth (1/12) result of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent Excess, is greater than the additional rent actually due during such prior year, then Landlord shall refund to Tenant any such overpayment. (“Monthly Estimated Rent”). Tenant d) Notwithstanding the foregoing provisions of this Lease to the contrary, for purposes of calculating the Excess under this Lease, in no event shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall Controllable Basic Costs be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each increased in any calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant after 1993 by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-more than five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility the Controllable Basic Costs for Additional Rentthe previous calendar year. For purposes hereof, Landlord "Controllable Basic Costs" shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty mean all Basic Costs other than those enumerated in subsections (30) days. If the variance is less than five percent (5%iii), Tenant shall pay the cost (v), (vi) and (viii) of said auditparagraph 2(j) of this Lease.

Additional Rent. Commencing on In addition to Base Rent, the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known pay, as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning , with each installment of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Base Rent, and (b) a calculation the Tenant’s Proportionate Share of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)Operating Costs for each Lease Year or portion thereof during the Term hereof. The Tenant shall pay to the Landlord monthly installments on account of Tenant’s Proportionate Share of projected Operating Costs for the Monthly Estimated Rent beginning Lease Year, reasonably calculated by the Landlord on the Commencement Date and on basis of the first day most recent Operating Costs data for actual Operating Costs for such Lease Year, pro-rated for any partial month. If the total of every successive calendar month thereafter such monthly installments in any Lease Year is greater than the actual Operating Costs for such Lease Year, the Tenant shall be entitled to a credit against the Tenant’s Base Rent obligations hereunder in the amount of such difference; provided, however, that in the event of an overpayment by Tenant during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rentlast Lease Year, Landlord shall furnish to reimburse Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after following the end of the Lease Year. If the total of such calendar yearmonthly installments is less than the actual Operating Costs for such Lease Year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the Tenant shall pay to the Landlord the amount of Tenant's actual responsibility for Additional Rent, and such difference within thirty (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (9030) days of receipt of Landlord’s Statement billing therefor; provided, however, that in accordance with the delivery requirements in Section 12.2 and event of an underpayment by Tenant during the last Lease Year, Landlord shall be resolved by the parties through consultation in good faith ▇▇▇▇ Tenant therefore within sixty (60) days of written notice of disputed charge. However, if following the dispute cannot be resolved within such period, the parties shall request an audit end of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the partiesLease Year. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and provide Tenant with such back-up documents as it shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%)reasonably request, but Tenant shall pay not delay payment on account of any request for such documentation or the cost of said auditreceipt thereof.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), All sums payable by Tenant under this Lease other than Base Rent shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as be deemed “Additional Rent”);” the term “Rent” shall mean Base Rent and Additional Rent. Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish estimate in advance and charge to Tenant the following costs, to be paid with the Base Rent on a written statement setting forth monthly basis throughout the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional RentLease Term, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on but commencing with the first day of every successive calendar the first month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in Lease Term: (i) all Real Property Taxes for which Tenant is responsible liable under Sections 5.01 and 5.02 of this Lease, (ii) all utility costs (if utilities are not separately metered) for paying Additional Rentwhich Tenant is liable under Section 6.01 of this Lease, (iii) all insurance premiums for which Tenant is liable under Sections 7.01 and 7.06 of this Lease and (iv) all CAM Expenses for which Tenant is liable under Section 8.04 of this Lease. Collectively, the aforementioned Real Property Taxes, insurance, utility, and CAM Expenses shall be referred to as the “Total Operating Costs”. For reference purposes only and not as any representation by Landlord as to such information, the 2010 budget for the Total Operating Costs is attached hereto as Exhibit H and incorporated herein by this reference. 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 furnish be effective as of the next Rent payment date after notice to Tenant by written notice, delivered in accordance with Article 22 and within sixty Tenant. Within one hundred twenty (60120) days after the end of such calendar yeareach Fiscal Year during the Lease Term, Landlord shall deliver to Tenant a statement (“Landlord’s Statement”) prepared in accordance with generally accepted accounting principles setting forth, in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made Total Operating Costs paid or incurred by Landlord during the yearpreceding Fiscal Year and Tenant’s Pro Rata Share of such expenses. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five Within thirty (4530) days after ▇▇▇▇▇▇'s Tenant’s receipt of such statement. If , there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the sum of Tenant's Monthly Estimated Rent payments during case may be) in order that Landlord shall receive the year exceeds the entire amount of Tenant's actual responsibility ’s Pro Rata of such costs and expenses for Additional Rent, Landlord shall such period. In addition to its obligation to pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final its Pro Rata Share of Total Operating Costs, Tenant is required hereunder to pay directly to its suppliers, vendors, carriers and binding upon contractors, certain insurance premiums, utility costs, personal property taxes, maintenance and repair costs and other expenses, collectively “Additional Expenses.” If Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as pays for any Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement Expenses in accordance with the delivery requirements in Section 12.2 and terms of this Lease, Tenant’s obligation to reimburse such costs shall be resolved by the parties through consultation an Additional Rent obligation payable in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward full with the next Base monthly Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditpayment.

Additional Rent. Commencing on 3.3.1. In addition to the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term)Monthly Base Rent and other sums to be paid by Tenant to Landlord, Tenant shall pay to Landlord as additional rent Landlord’s Insurance the amount by which Tenant's share of Operating Expenses (as defined below) and Real Property Taxes (collectively known for any lease year or part thereof during the term exceeds Tenant's Expense Stop Base, as “Additional Rent”)set forth in the Basic Lease Provisions. Prior Tenant's share of Operating Expenses shall be an amount equal to the Commencement Date product of the Operating Expenses multiplied by Tenant's Operating Expense Percentage specified in the Basic Lease Provisions. For partial lease years during the term, the annual Operating Expenses and at least thirty (Tenant's Expense Stop Base shall be prorated on a daily basis using a 30) days prior -day month and 360-day year to determine the beginning amount of each calendar year thereafter, additional rent due to Landlord. 3.3.2. Landlord shall furnish be entitled to make an estimate of Operating Expenses projected for each lease year. Landlord shall be entitled to revise such estimate at any time and from time to time during the lease year to increase or decrease the estimate of Operating Expenses. If Landlord notifies Tenant a written statement setting forth the following: (a) that Landlord's estimate (or any revised estimate) of ▇▇▇▇▇▇'s Additional RentOperating Expenses would result in an obligation of Tenant to pay additional rent, and (b) a calculation of then upon request by Landlord, Tenant shall pay one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and such estimated additional rent on the first day of every successive calendar each month thereafter during in advance together with the TermMonthly Base Rent. Monthly Estimated Rent If Landlord shall so notify Tenant after the commencement of a lease year, then with the next payment of rent due, Tenant shall also pay to Landlord one-twelfth (1/12) of such estimated additional rent for a period each month of less than one month such lease year which has already elapsed. 3.3.3. Landlord shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year provide Tenant with an annual statement showing Tenant's share of the Term in which Tenant is responsible annual Operating Expenses over Tenant's Expense Stop Base, if any, for paying Additional Rentthe prior lease year, together with any proration. Landlord shall furnish use all reasonable efforts to Tenant by written notice, delivered in accordance with Article 22 and deliver the annual statement within sixty one hundred twenty (60120) days after the end of the lease year; provided, however, that failure of Landlord to deliver the annual statement within such calendar year, period shall not impair or constitute a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount waiver of Tenant's actual responsibility obligations to pay additional rent or cause Landlord to incur any obligation for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the yeardamages. If the amount of Tenant's actual responsibility the additional rent due for Additional Rent the lease year exceeds the sum of Tenant's Monthly Estimated Rent paymentsany amount paid by Tenant as estimated additional rent for such lease year, then Tenant shall pay the deficiency such excess to Landlord within forty-five ten (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (9010) days of receipt of Landlord’s Statement in accordance with 's statement. If the delivery requirements in Section 12.2 and amounts paid as estimated additional rent for a lease year exceed the amount of Tenant's obligation shown on the annual statement, then Tenant shall be resolved entitled to a credit against monthly installments of estimated additional rent due for the then current year. If no further sums of additional rent are or will become due against which the excess can be credited, then, subject to offset at Landlord's election against other sums owed by Tenant, Landlord shall pay such excess to Tenant within ten (10) days after delivery of the parties through consultation annual statement. All obligations to pay additional rent and/or the obligation of Landlord to credit or reimburse Tenant for any excess payment of estimated additional rent shall survive expiration of the term or earlier termination of this Lease. 3.3.4. Tenant shall have a period of thirty (30) days after delivery of the annual statement of Operating Expenses to question or challenge the amount shown thereon by giving written notice to Landlord specifying the items which are challenged. Tenant waives and relinquishes the right to challenge or object to the amounts shown at any time after expiration of such thirty (30) day period. If Tenant timely challenges any item shown on the annual statement, Tenant shall then have a period of sixty (60) days in good faith within which to inspect, during business hours upon reasonable written notice to Landlord at Landlord's office, Landlord's records relating to the challenged item or items. Tenant shall give written notice to Landlord prior to expiration of such sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit whether Tenant continues to challenge any of the disputed matter from an independentitems originally objected to, in which case a certification as to proper amount shall be made by Landlord's independent certified public accountant selected by both Landlord and Tenantaccountant, whose decision shall be based on generally accepted accounting principles and which certification shall be final and binding on the partiesconclusive. If there is a variance The cost of such review shall be paid by Tenant, unless such review reveals an error resulting in an overcharge to Tenant of five percent (5%) or more between said decision more, in which case the cost of such review shall be paid by Landlord. If Tenant fails to review the records or fails to give timely written notice to Landlord that it continues to object, then Tenant shall be deemed to have waived its objection and Landlord's determination shall have no further right to challenge or object thereto. Notwithstanding any objection or challenge of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost amount claimed by Landlord to be due as and when provided for herein, pending the resolution of said auditTenant's objection.

Additional Rent. Commencing on the Lease Commencement DateDate (as determined pursuant to Paragraph 2.3 above) and continuing throughout the Lease Term, for each calendar year of in addition to the Term (prorated for any calendar year falling partially within the Term)Base Monthly Rent, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as the “Additional Rent”)) the following amounts: A. Tenant’s Proportionate share of all Project Maintenance Costs. Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of may b▇▇▇▇▇▇'s Additional Rent▇ Tenant, on a periodic basis not more frequently than monthly, Tenant’s Proportionate Share of such costs as paid or incurred by Landlord, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord such share of such costs together with an accounting fee equal to five percent of the Monthly Estimated Rent beginning amount so billed within ten days from the date Landlord shall have billed Tenant for same. B. Tenant’s Proportionate Share of Landlord’s Insurance Costs and Real Property Taxes plus an accounting fee equal to five percent of such amount. Payment shall be made by whichever of the following methods is from time to time designated by Landlord: (1) Landlord may b▇▇▇ to tenant, on the Commencement Date and on the first day a periodic basis not more frequently than monthly, Tenant’s Proportionate Share of every successive calendar month thereafter Landlord’s Insurance Costs or Real Property Taxes, as paid or incurred by Landlord during the Term. Monthly Estimated Rent for a current period of less than one month shall be prorated on a daily basis based on a three hundred sixty-together with an accounting fee equal to five (365) day year. For each calendar year percent of the Term in which Tenant is responsible for paying Additional Rentamount billed, within ten days after receipt of a written b▇▇▇ therefore from Landlord; or (2) Landlord shall furnish may deliver to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after Landlord’s reasonable estimate of Landlord’s Insurance Costs and/or Real Property Taxes it anticipates will be paid or incurred for the end of such ensuring calendar or fiscal year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) as the amount of Tenant's actual responsibility for Additional Rentcase requires, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay its Proportionate Share for such year, together with an accounting fee equal to five percent of the deficiency estimated amount, 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 method of billing Tenants its Proportionate Share or the periodic basis on which such increases are billed. C. Landlord’s share of the consideration received by Tenant upon certain assignments and sublettings as required by Article 7; D. Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt pursuant to Article 13; and E. Any other charges or reimbursements due Landlord from Tenant pursuant to the terms of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditLease.

Additional Rent. Commencing on During the Commencement DateTerm, for each calendar year in addition to paying the Monthly Rent specified in Section 3.1 above, Subtenant shall pay Subtenant’s Share of the Term annual “Operating Cost Share Rent,” “Tax Share Rent,” and “Additional Rent” (prorated for any calendar year falling partially within 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 Sublease (not including Monthly Rent), are hereinafter referred to as the “Additional Rent.” The calculation, payment and 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 and shall do so within at least 30 days after receipt of overpaid funds from Landlord, and Subtenant shall pay to Landlord Sublandlord any Additional Rent underpayments prior to the date due from Sublandlord under the Master Lease. Additionally, the Subtenant shall pay, as additional rent 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 by the Landlord. In 2013 the Subtenant’s Insurance proportionate share is Seventeen Hundred and Ninety-One Dollars (as defined below$1,791) per month. The contract has escalations of three percent (3%) in years 2014 and Real Property Taxes 2015. The contract will be re-negotiated in 2016. If any utilities serving the Sublease Premises are separately metered, Subtenant shall pay all costs of the same attributable to the Sublease Premises directly to the providing utility. Subtenant shall also pay Sublandlord for (collectively known as i) expenses incurred by Sublandlord to the extent that they relate directly to the Sublease Premises and to no other portion of the Property, and (ii) Subtenant’s pro rata share, based on the ratio of the number of rentable square feet of the Sublease Premises to the total number of rentable square feet in the Premises, 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 the first paragraph of this Section 3.2. The expenses described in the preceding two sentences shall be included within “Additional Rent”). Prior to the Commencement Date and at least .” All invoices for such costs shall be paid by Subtenant within thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement invoice. The expenses described in accordance with the delivery requirements second sentence of this paragraph shall not include, without limitation, any expenses of the type and kind which are described in Section 12.2 2(d)(ii) of the 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 Sublandlord’s sole discretion, for additional services to be resolved provided by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if Sublandlord at the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditSubtenant’s additional cost.

Additional Rent. Commencing on All amounts, other than Base Rent, payable by Tenant to Landlord pursuant to the Commencement Dateprovisions of this Lease shall be payable as additional rent (collectively, for each calendar year of the Term (prorated for any calendar year falling partially within “Additional Rent”). The Base Rent and all Additional Rent are collectively referred to as “Rent.” During the Term), Tenant shall pay to Landlord as additional rent Tenant’s Proportionate Share of the Taxes, Landlord’s Insurance (and Common Area Expenses as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation Rent in monthly installments of one-twelfth (1/121/12th) of Landlord's ’s estimate of ▇▇▇▇▇▇'s the Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning due in any calendar year commencing on the Commencement Date and continuing on the first day of every each successive calendar month thereafter during the Term. Monthly Estimated Landlord may, from time to time, make reasonable adjustments in its estimate of Additional Rent. Subsequent Additional Rent deposits by Tenant for a period of less than one month such year shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year the revised estimate of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within Within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit end of the disputed matter from an independentcalendar year for which estimates of Additional Rent were made, certified public accountant selected actual Additional Rent due for such year shall be calculated by both Landlord and sent to Tenant, whose decision shall be . If Tenant’s Proportionate Share of actual Additional Rent exceeds the deposits paid by Tenant based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent’s estimates, Landlord shall ▇▇▇▇ Tenant for the excess amount and Tenant shall pay the costs of to Landlord said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant amount within thirty (30) daysdays of receipt of such billing. If Tenant’s Proportionate Share of actual Additional Rent is less than the deposits paid by Tenant based on Landlord’s estimate thereof, Tenant shall, at the option of Landlord, be paid such excess amount or be given a credit for the excess amount against the next Additional Rent deposit due for the subsequent year. If the variance is less Term commences on any day other than five percent (5%)the first day of January, or if the Term ends on any day other than the last day of December, any Additional Rent due Landlord shall be pro-rated, based on a 365 day year. Upon expiration or termination of this Lease, Tenant shall pay such pro-rated amount within thirty (30) days of receipt of such billing. This covenant shall survive the cost expiration or termination of said auditthis Lease. For purposes of this Lease, Tenant’s prorata share shall be 66.28% (the “Proportionate Share”), it being agreed that such percentage is subject to measurement as hereinafter provided in Article 30.

Additional Rent. Commencing Undertenant acknowledges that pursuant to Paragraph 2.2, Additional Rental, of the Prime Lease, Tenant is obligated to pay to Prime Landlord additional rent on account of Operating Expenses and Real Estate Taxes for the Building, as more particularly described in such Paragraph. Additionally Undertenant acknowledges that pursuant to Paragraph 5, Additional Rental, of the Sublease, Underlandlord is obligated to pay to Tenant additional rent on account of the same Operating Expenses and Real Estate Taxes for the Building. Undertenant shall pay to Underlandlord, with its monthly payment of Base Rent from and after the Rent Commencement Date, Undertenant's proportionate share (being fixed at 35.41%), provided that, for each the purpose of this Secondary Sublease, the Undertenant's Base Year shall be the 2004 calendar year year. Underlandlord shall deliver to Undertenant promptly after receipt thereof, any documentation and statement of Operating Expenses or Real Estate Taxes delivered to Underlandlord by Tenant or Prime Landlord. Additional Rent payable hereunder for any partial calendar month at the beginning or end of the Secondary Sublease Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated pro-rated on a daily basis based on a three hundred sixty-five (365) day yearbasis. For each calendar year Upon Undertenant's written request, and subject to the terms and conditions of the Term in which Tenant is responsible Prime Lease, Underlandlord shall cause an audit to be conducted of Prime Landlord's books and records. Said audit shall be conducted at the sole cost and expense of Undertenant. All demands made by Underlandlord for paying Additional Rentpayment of additional rent by Undertenant hereunder, Landlord shall furnish to Tenant be accompanied by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive appropriate supporting documentation, setting forth (a) to the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency extent such supporting documentation is provided to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditUnderlandlord.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance its pro-rata share of Operating Expenses. Within sixty (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (3060) days prior to after the beginning first day of each calendar year year, or a reasonable period thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's an estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation Tenant’s pro-rata share of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the Monthly Estimated same time and place as the Base Rent beginning on is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the Commencement Date and on actual cost with respect to the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less reimbursable Operating Expenses no later than one month shall be prorated on a daily basis based on a three hundred sixtytwenty (120) days following the calendar year-five (365) day year. For each calendar end including the year of following the Term year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall will pay the any deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of as shown by such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant statement within thirty (30) daysdays after receipt of statement. If the variance total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is less than five percent not delivered to Tenant within two (5%), Tenant shall pay 2) years following the cost of said audityear in which such Operating Expense was incurred.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Operating Expense Adjustment. Tenant shall pay to Landlord as additional rent Landlord’s Insurance (Tenant's Proportionate Share of operating expenses and real property taxes for the Building. Effective January 1 of each year Landlord shall estimate the operating expenses and real property taxes. Monthly rent for that year shall be increased by one-twelfth of Tenant's Proportionate Share of operating expenses and real property taxes, provided that Landlord may revise its estimate during any year with reasonable cause and the additional estimate shall be payable as defined below) equal additions to rent for the remainder of the calendar year. Following the end of each calendar year, Landlord shall compute Tenant's actual Proportionate Share of operating expenses and Real Property Taxes (collectively known as “Additional Rent”)real property taxes and bill Tenant for any deficiency or credit Tenant with any excess collected. Prior to the Commencement Date Tenant shall pay any such deficiency and at least Landlord shall pay any such credit within thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) after Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentbilling, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant whether or not this Lease shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant have expired or terminated at the time Landlord furnishes of such billing. 19.1.1 As used herein "real property taxes" as used herein shall mean all taxes and assessments of any public authority against the statementBuilding and the land on which it is located, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditcontesting any tax and any form of fee or charge imposed on Landlord as a direct consequence of owning or leasing the Premises, including but not limited to, rent taxes, gross receipt taxes, leasing taxes, or any fee or charge wholly or partially in lieu of or in substitution for ad valorem real property taxes or assessments, whether now existing or hereafter enacted. As used herein, "operating expenses" shall mean all costs of operating, maintaining, managing, replacing and repairing the Building as determined by standard real estate accounting practice, including, but not limited to: all water and sewer charges; the cost of natural gas and electricity provided to the Building; janitorial and cleaning supplies and services for the common areas of the Building; administration costs and management fees; superintendent fees; security services, if any; insurance premiums; licenses, permits for the operation and maintenance of the Building and all of its component elements and mechanical systems; ordinary and emergency repairs and maintenance, and the annual amortized capital improvement cost (amortized over such a period as Landlord may select but not shorter than the period allowed under the Internal Revenue Code and at a current market interest rate) for any capital improvements to the Building. "Operating expenses" shall also include all assessments under recorded covenants or master plans and/or by owner's associations. In the event the average occupancy level of the Building for any calendar year was or is not one hundred percent (100%) of full occupancy, then the estimated operating expenses and actual operating expenses for such year shall be proportionately adjusted by Landlord to reflect those costs which have occurred had the Building been one hundred percent (100%) occupied during such year.

Additional Rent. Commencing (a) The Tenant shall pay all Additional Rent, including Operating Costs, to the Landlord without deduction, defalcation, abatement, set-off or compensation whatsoever, yearly and every year during the Term commencing on the Commencement Date. The Tenant will promptly deliver to the Landlord upon request, evidence of payment of all Additional Rent required to be paid to any Person other than the Landlord. Additional Rent will be deemed to accrue on a per diem basis. (b) The Landlord, acting reasonably, will estimate Operating Costs payable for each calendar year Lease Year and will provide notice to the Tenant of the Term (prorated for any calendar year falling partially within the Term), same. The Tenant shall pay to the Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and estimated Operating Costs in equal monthly instalments on the first day of each and every successive calendar month thereafter during month. The Landlord may from time to time, by written notice to the Term. Monthly Estimated Tenant, re-estimate any Operating Costs amounts payable by the Tenant hereunder and the Tenant will adjust its payments on account thereof accordingly and will continue to make such estimated payments unless and until the Landlord further adjusts its estimate. (c) Within a reasonable time after the end of each Lease Year, the Landlord will provide the Tenant with an internally-prepared detailed statement of Additional Rent for a period the previous year, including Operating Costs, which statement shall confirm that the Additional Rent has been determined in accordance with the terms of this Lease. If the Tenant’s total payments in respect of Additional Rent for any year are less than one month the actual Additional Rent for such year, then the Tenant shall be prorated pay the difference to the Landlord within 30 days after demand for same by Landlord and if the Tenant’s total payments in respect of Additional Rent for any year are more than the actual Additional Rent for such year more, then the Landlord shall either, at the Landlord’s option, retain such excess and credit it against the Tenant’s next payment(s) on a daily basis based account of Rent or pay such refund to the Tenant. (d) Notwithstanding Subsection (c), in respect of reconciliation of Additional Rent relating to the last Lease Year, being the period commencing on a three hundred sixty-five (365) January 1st of the final Lease year and ending on the last day year. For each calendar year of the Term (the “Stub Period”), on or before the day that is 60 days after the last day of the Term, the Landlord will provide the Tenant with an internally-prepared detailed statement of Additional Rent for the Stub Period, including Operating Costs, which statement shall confirm that the Additional Rent has been determined in which accordance with the terms of this Lease. If the Tenant’s total payments in respect of Additional Rent for the Stub Period are less than the actual Additional Rent for such year, then the Tenant is responsible shall pay the difference to the Landlord within 30 days after demand for paying same by Landlord and if the Tenant’s total payments in respect of Additional RentRent for the Stub Period are more than the actual Additional Rent for the Stub Period, then the Landlord shall furnish refund such excess within 30 days of delivery of the final statement of Operating Costs to the Tenant. (e) Notwithstanding Subsections (c) and (d), the Tenant shall have 30 days to review all statements of Additional Rent delivered by written noticethe Landlord, identify any matters of dispute, acting in good faith and notify the Landlord in writing of such matters in dispute. If the Tenant delivers notice to the Landlord disputing any portion(s) of a statement of Additional Rent delivered in accordance with Article 22 either Subsection (c) or Subsection (d), the parties will act in good faith and attempt to resolve such dispute(s) within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) 30 days of receipt by the Landlord of Landlordthe Tenant’s Statement notice. If by last day of the said 30 day period (the “Arbitration Trigger Date”), the parties cannot resolve such dispute(s) (“Disputed Matter”), the Disputed Matter shall be subject to arbitration in accordance with the delivery requirements in Section 12.2 following terms and shall conditions: The Disputed Matter will be resolved determined by a single arbitrator. Either party (the “Notifying Party”) may by written notice to the other (the “Notified Party”) given on or before the day that is 30 days from the Arbitration Trigger Date, propose the name of the Person that it wishes to be the single arbitrator. Within five days thereafter, the Notified Party will give notice to the Notifying Party advising whether the Notified Party accepts the arbitrator proposed by the parties through consultation in good faith within sixty (60) days of written Notifying Party. If such notice of disputed charge. However, if the dispute canis not be resolved given within such five day period, the parties shall request an audit of Notified Party will be deemed to have accepted the disputed matter from an independent, certified public accountant selected arbitrator proposed by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) daysNotifying Party. If the variance parties cannot agree on a single arbitrator, then, upon the application of either party, a justice of the Superior Court of Justice in Ontario, or its successor, will forthwith appoint an arbitrator whose sole determination will be final. The arbitrator will be a disinterested Person of recognized competence in the real estate business in the city in which the Property is less than five percent (5%)situated. If either party fails to name its arbitrator and so notify the other as required hereinbefore within the time periods set, Tenant the statement of Additional Rent shall pay remain as prepared by the cost Landlord and the provisions of said audit.Subsections

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Within ninety (90) days following the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord's estimate of Operating Costs, Taxes and Tenant's Additional Rent for the Term)following twelve (12) month period. Commencing on the first day of April of each calendar year and continuing on the first day of every month thereafter in such twelve (12) month period, Tenant shall pay to Landlord as additional rent Landlord’s Insurance one-twelfth (as defined below1/12th) and Real Property Taxes (collectively known as “of the estimated Additional Rent”. If Landlord thereafter estimates that Operating Costs or Taxes for such twelve (12) month period will vary from Landlord's prior estimate, Landlord may, by notice to Tenant, revise the estimate for such twelve (12) month period (and Additional Rent shall thereafter be payable based on the revised estimate). Prior to . (3) As soon as reasonably practicable after the Commencement Date end of the Base Year and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentyear, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord’s statement within one hundred twenty (b120) days after 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 or its designated agent with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. In the event such dispute cannot be resolved by the parties, then Tenant shall have the right to retain an independent certified public accountant which is not paid on a calculation of one-twelfth contingency basis and which is mutually approved by Landlord and Tenant (1/12the "Accountant") to complete an audit of Landlord's estimate books and records to determine the proper amount of ▇▇▇▇▇▇'s the Operating Costs, Taxes and Additional Rent (“Monthly Estimated Rent”). incurred and amounts payable by Tenant shall pay to Landlord for the Monthly Estimated Rent beginning on year which is the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end subject of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) dispute. Such audit by the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement Accountant shall be final and binding upon Landlord and Tenant. If Landlord and T▇▇▇▇▇ cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant unless notifies Landlord that Tenant objects desires an audit to be performed, then the Accountant shall be one of the "Big 4" accounting firms selected by Tenant, which is not paid on a contingency basis. If such audit reveals that L▇▇▇▇▇▇▇ has over-charged T▇▇▇▇▇, then within thirty (30) days after the results of such audit are made available to Landlord’s Statement , Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within ninety thirty (9030) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period after the results of three (3) years following each year, and such records shall be audit are made available for inspection and photocopying by to Tenant, Tenant and/or its agents during ordinary business hours at Landlord’s principal officeshall reimburse to Landlord the amount of such under-charge. Any dispute with respect T▇▇▇▇▇ agrees to ▇pay the cost of such audit unless it is subsequently determined that L▇▇▇▇▇▇▇'s calculations original statement which was the subject of such audit was in error to T▇▇▇▇▇'s disadvantage by ten percent (10%) or more of the total Operating Costs, Taxes and Additional Rent which was the subject of such audit. Any objection of Tenant to L▇▇▇▇▇▇▇’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver L▇▇▇▇▇▇▇’s statement in a timely manner relieve Tenant of Tenant's actual responsibility for ’s obligation to pay any amounts due Landlord based on Landlord’s statement. L▇▇▇▇▇▇▇’s initials Tenant’s initials (4) If Tenant’s Additional Rent must be raised as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within ninety ten (9010) business days of Tenant’s receipt of Landlord’s Statement in accordance with statement. If the delivery requirements in Section 12.2 and total payments made by Tenant on account thereof exceed T▇▇▇▇▇’s Additional Rent as finally determined for such year, T▇▇▇▇▇’s excess payment shall be resolved by credited toward the parties through consultation in good faith within sixty (60) days of written notice of disputed chargerent next due from Tenant under this lease. However, if For any partial calendar year at the dispute cannot be resolved within such period, the parties shall request an audit beginning or end of the disputed matter from an independentTerm, certified public accountant selected by both Landlord and Tenant, whose decision Additional Rent shall be based on generally accepted accounting principles and shall be final and binding prorated on the partiesbasis of a 365-day year by computing T▇▇▇▇▇’s Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. If there is a variance Notwithstanding the termination of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rentthis Lease, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), or Tenant shall pay to Landlord, as the cost case may be, within ten (10) days after T▇▇▇▇▇’s receipt of said auditLandlord’s final statement for the calendar year in which this Lease terminates, the difference between T▇▇▇▇▇’s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Base Taxes or Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant’s Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each year in which Taxes are reduced by any such exemption, Taxes for such year shall be calculated on the basis of the amount the Taxes for the year would have been in the absence of the exemption. 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 of the Term. Notwithstanding anything to the contrary in this Lease, if there is at any time a decrease in Taxes below the amount of the Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in which such decrease occurs and all subsequent periods, Base Taxes shall be reduced to equal the Taxes for the year in which the decrease occurs.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the sum of (x) the amount (if any) by which Operating Costs for the period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes, and (z) the amount (if any) by which Utilities for such period exceed the Utilities for the Base Year (“Base Utilities”). It is the intention of Landlord and Tenant that the Base Rent paid to Landlord be absolutely net of all increases in Operating Costs, Taxes and Utilities over, respectively, the Base Operating Costs, Base Taxes, and Base Utilities, and the provisions of this Section 3(b) are intended to so provide. Tenant agrees that any Taxes or Operating Costs that accrue or are incurred during the Term of this Lease may be included in the calculation of Additional Rent, notwithstanding that such Taxes or Operating Costs may be payable by Landlord in arrears. Notwithstanding anything to the contrary contained heroin, Tenant shall pay one hundred percent (prorated 100%) of the Taxes separately allocable to the Premises. Notwithstanding anything contained in this section 3(b) to the contrary, the Tenant shall have no obligation to pay Operating Costs, Taxes or Utilities for any the twelve (12) month period following the Commencement Date. (2) Prior to the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes, Utilities and Tenant’s Additional Rent for the Term)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 as additional rent one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs, Taxes or Utilities for such year will vary from Landlord’s Insurance 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) As soon as defined below) reasonably practicable after the end of the Base Year and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish Tenant a statement (the “Statement”) with respect to such year, showing Operating Costs, Taxes, Utilities and Additional Rent for the year, and the total payments made by Tenant with respect thereto. The payment of any additional Rent by Tenant shall not preclude it from questioning the truth, correctness, or completeness of any statement outlining the Operating Expenses. Tenant and its authorized representatives shall have the right to audit Landlord’s records with respect to the Operating Expenses once per year. In the event Tenant’s audit discloses discrepancies, the appropriate adjustment shall be made, and if such discrepancies result in an overcharge to Tenant that is in excess of 10% of the annual billing to Tenant for such item(s), Landlord shall also reimburse Lessee for its actual out-of-pocket costs of such audit. Unless Tenant raises any objections to the Statement within one hundred twenty (120) days after 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. The accountant or auditor must be a written statement setting forth member of a nationally recognized accounting firm and must not charge a fee based on the following: (a) Landlord's estimate amount of ▇▇▇▇▇▇'s Additional RentRent that the account is able to save Tenant by the inspection. Tenant must give reasonable notice to Landlord of the request for inspection or audit, and the inspection and audit must be conducted in Landlord’s offices at a reasonable time or times. Any objection of Tenant to the statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on the Statement, nor shall any failure of Landlord to deliver the Statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on the Statement. (b4) a calculation If Tenant’s Additional Rent as finally determined for the year exceeds the total payments made by Tenant on account thereof; Tenant shall pay Landlord the deficiency within ten (10) business days of one-twelfth (1/12) Tenant’s receipt of Landlord's estimate of ▇▇▇▇▇▇'s ’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for the year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this Lease, unless such excess is more than. Ten Thousand and No/100ths Dollars (“Monthly Estimated Rent”)$10,000) and Tenant is not then in default under this Lease, in which event such excess shall be refunded to Tenant. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of the Operating Costs, Taxes and Utilities for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding a termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord Landlord, as the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five case may be, within ten (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6010) days after the end of such calendar year, a statement (“LandlordTenant’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement final statement for the calendar year in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such periodwhich this Lease terminates, the parties shall request an audit of difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the disputed matter from an independent, certified public accountant selected total amount previously paid by both Landlord and Tenant, whose decision shall be based Tenant on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditaccount thereof.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall Lessee agrees to pay to Landlord as additional rent Landlord’s Insurance all Operating Expenses (as defined in Section 10 below) and Real Property Taxes (collectively known as “Additional Rent”)for the Premises. Prior to the Commencement Date Date, Lessor will provide Lessee a statement showing Lessor's reasonable estimate of the Operating Expenses for the then current Fiscal Year and at least thirty (30) the Additional Rent due. Within 90 days prior to following the beginning completion of each calendar year Fiscal Year thereafter, Landlord shall furnish Lessor will provide to Tenant Lessee a written statement setting forth showing in reasonable detail the following: (a) LandlordOperating Expenses for the preceding Fiscal Year, the Additional Rent due, and Lessor's reasonable estimate of ▇▇▇▇▇▇Operating Expenses for the then current Fiscal Year. A listing of the current categories of Operating Expenses ("Operating Expense Categories") used by Lessor are set out in Exhibit "E" attached hereto. The Operating Expense Categories may change from time to time in Lessor's Additional Rentreasonable discretion. Lessee shall, and (b) a calculation on or before 30 days following receipt of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall said statement, pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) Lessor the amount of Tenant's actual responsibility for Additional RentRent due as provided herein, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If less the amount of Tenant's actual responsibility for Additional Rent exceeds paid in advance (if any) during the sum preceding Fiscal Year. Any overpayment will be paid to Lessee within 30 days of Tenant's Monthly Estimated the determination of such overpayment. Lessee agrees to pay Additional Rent paymentseach month thereafter, Tenant in addition to Base Rent, in an amount necessary to amortize the estimated Operating Expenses for the then current Fiscal Year over a period equal to the lesser of (i) the number of months remaining in the Term on a pro rata basis or (ii) the number of months remaining in the current Fiscal Year. Notwithstanding that the Term has expired or been terminated, Lessee shall remain liable for and agrees to pay the deficiency to Landlord Lessor within forty-five (45) 30 days after ▇▇▇▇▇▇'s following receipt of such statement. If an invoice therefor, its pro rata share of Operating Expenses for the sum of Tenant's Monthly Estimated Rent payments Fiscal Year during which the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) Term expired or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.was

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as "Additional Rent" for each calendar year or portion thereof during the Term Tenant's Share of the Term sum of (prorated x) Operating Costs incurred for any such period, and (y) Taxes payable for such period. (2) Prior to the beginning of each calendar year, Landlord shall notify Tenant of Landlord's commercially reasonable estimate of Operating Costs, Taxes and Tenant's Additional Rent for the following calendar year. Commencing on the first day of January of each calendar year falling partially within and continuing on the Term)first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent Landlord’s Insurance one-twelfth (as defined below1/12th) and Real Property Taxes (collectively known as “of the estimated Additional Rent”). Prior If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord's prior estimate, Landlord may, no more than once in any calendar year, by notice to Tenant revise the Commencement Date estimate for such year and at least Additional Rent shall thereafter be payable based on the revised estimate. For the initial partial calendar year of the Term, Tenant shall pay Landlord's estimate of Tenant's Additional Rent for such period in equal monthly installments beginning on the first day of the first month of the Term. (3) Tenant may, upon written notice to Landlord delivered within thirty (30) days of Tenant's receipt of Landlord's estimate of Operating Costs and Taxes, elect to pay Taxes separately of Operating Costs. In the event Tenant elects to pay Taxes separately of Operating Costs, Tenant shall pay to Landlord Tenant's Share of Taxes no later than the latter of (i) the tenth day following receipt of written notice of the amount of Taxes then due or (ii) thirty (30) days prior to the beginning date Taxes are due and payable to the taxing authority. (4) As soon as reasonably practicable after the end of each calendar year thereafteryear, but in no event later than May 1st, Landlord shall furnish Tenant a statement 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. Unless Tenant raises any objections to Landlord's statement within one hundred eighty (180) days after 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 permit Tenant reasonable access to Landlord's books and records pertaining to Operating Costs, Taxes and Additional Rent for the year for the purpose of verification of the figures shown on the statement. Within the one hundred eighty (180) day period, Tenant may, upon ten (10) days advance, written notice, audit, inspect and copy the books and records of Landlord with respect to any costs or item which is passed through to Tenant. Any such audit or inspection performed by a third party contracted by Tenant shall be performed only on a non-contingent fee basis. Landlord must cooperate with Tenant in providing Tenant reasonable access to its books and records during normal business hours for this purpose. If the results of the audit shows an overcharge to Tenant a written statement setting forth of the following: actual amount owned by Tenant, Landlord must, within thirty (a30) days of completion of such audit, credit or refund to Tenant, at Landlord's estimate election, any overcharge discovered by the audit. If the overcharge exceeds the actual Operating Costs by 3% Landlord must pay the reasonable costs of ▇▇▇▇▇▇such audit. If such audit discloses an undercharge to Tenant, Tenant must pay Landlord the amount of such undercharge within thirty (30) days of completion of such audit. The parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord's statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in a timely manner relieve Tenant of Tenant's obligation to pay any amounts due Landlord based on Landlord's statement. (5) If Tenant's Additional RentRent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, and Tenant shall pay Landlord the deficiency within thirty (b30) a calculation days of one-twelfth (1/12) Tenant's receipt of Landlord's estimate of ▇▇▇▇▇▇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 end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Share of Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within ten (“Monthly Estimated Rent”10) 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, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. (6) Tenant shall pay all rental, excise, sales or transaction privilege taxes, if any, arising out of this Lease (excluding, however, state and federal personal or corporate income taxes measured by the income of Landlord from all sources) imposed by any taxing authority upon Landlord or upon Landlord's receipt of any rent payable by Tenant pursuant to the terms of this Lease ("Rental Tax"). Tenant shall pay any Rental Tax to Landlord in addition to and at the Monthly Estimated same time as Base Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Termis payable under this Lease. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year No such Rental Tax is imposed as of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end date of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount execution of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditLease.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year of or portion thereof during the Term Tenant’s Share of Operating Costs for such period. (prorated 2) Prior to the beginning of each calendar year, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs and Tenant’s Additional Rent for any the following calendar year. Commencing on the first day of January of each calendar year falling partially within and continuing on the Term)first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent 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 Insurance 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) As soon as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to reasonably practicable after the Commencement Date and at least thirty (30) days prior to the beginning end of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less but not later than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) 120 days after the end of such each calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rentany event), Landlord shall pay furnish Tenant a statement with respect to such year, showing Operating Costs and Additional Rent for the excess to year, and the total payments made by Tenant at the time Landlord furnishes the statementwith respect thereto. Except as otherwise provided herein, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects raises any objections to Landlord’s Statement statement within ninety fifteen (9015) days from receiptmonths after 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 keep records showing all expenditures incurred as Additional Rent for each calendar year for a period provide Tenant with reasonable verification of three (3) years following each year, the figures shown on the statement and such records the parties shall be made available for inspection and photocopying by negotiate in good faith to resolve any disputes. Any objection of Tenant and/or its agents during ordinary business hours at to Landlord’s principal office. Any statement and resolution of any dispute with respect shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to ▇▇▇▇▇▇▇▇'s calculations deliver Landlord’s statement in a timely manner relieve Tenant of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety ’s obligation to pay any amounts due Landlord based on Landlord’s statement. Within fifteen (9015) days of months after receipt of Landlord’s Statement annual reconciliation statement, Tenant shall have the right, during normal business hours and upon reasonable advance notice to Landlord, to review or audit Landlord’s books and records pertaining to Operating Costs set forth in accordance with said reconciliation statement. Further, Tenant may only perform one such review or audit in each calendar year during the delivery requirements in Section 12.2 Term and any such review or audit shall be resolved by performed at the parties through consultation offices of Landlord or such other location in good faith within sixty the Twin Cities that Landlord may reasonably select. In the event that Landlord’s review or audit discloses that Landlord has overcharged Tenant, (60i) days Tenant may also review the prior year’s reconciliation statement (notwithstanding the 15 month cut off for review of written notice of disputed charge. Howeversame described above), if to the dispute canextent Tenant has not be resolved within such period, the parties shall request already performed an audit of on same, and (ii) Landlord shall promptly reimburse Tenant for the disputed matter from an independent, certified public accountant selected excess amounts paid by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on . In the parties. If there is a variance of event that any such overage exceeds the amount actually owed by Tenant by more than five (5) percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent), Landlord shall pay promptly reimburse Tenant for the costs out of said pocket cost of its audit (excluding, travel, meals and shall credit any overpayment toward lodging) and if the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to dollar amount of the overcharge exceeds the amount actually owed by Tenant within thirty (30) days. If the variance is less by more than five percent (5%), Landlord shall pay interest at the Interest Rate on any sums from July 1 of the calendar year with respect to which such overcharge occurred until payment is received by the Tenant. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the cost deficiency within thirty (30) days of said auditTenant’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, at Tenant’s option, either be credited toward the rent next due from Tenant under this Lease, or be refunded by Landlord in cash within thirty (30) days after notifying Landlord in writing of its election to receive such cash payment. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, 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, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof.

Additional Rent. Commencing on Additional Rent shall be due during any Calendar Year, beginning with the Commencement DateCalendar Year immediately following the commencement of a Renewal Term, for during which the Actual Expense Rate is greater than the Base Expense Rate. Prior to January 1 of each calendar year Calendar Year (or as soon thereafter as reasonably possible), Landlord shall provide to Tenant a statement of Landlord's reasonable estimate of the Term Expense Rate (prorated calculated by dividing Landlord's reasonable estimate of Expenses for any calendar year falling partially within the ensuing Calendar Year by the Rentable Area in the Building) projected by Landlord for the ensuing Calendar Year (the "Projected Expense Rate"). Beginning with the first month of the Calendar Year immediately following the commencement of a Renewal Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to on the Commencement Date and at least thirty (30) days prior to the beginning first day of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth month one-twelfth (1/12th) of the following: product of (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentthe positive difference (if any) obtained by subtracting the Base Expense Rate from the Projected Expense Rate for such Calendar Year, and (b) a calculation the Rentable Area in the Premises. Until Tenant has received the statement of one-twelfth (1/12) of the Projected Expense Rate from Landlord's estimate of ▇▇▇▇▇▇'s , Tenant shall pay or continue to pay Additional Rent to Landlord in the same amount (“Monthly Estimated Rent”)if any) as required for the last month of the prior Calendar Year. After Tenant receives the statement, on the next date when Base Rent is due, Tenant shall pay to Landlord, or Landlord shall credit to Tenant (whichever is appropriate), the Monthly Estimated difference between the amount paid by Tenant and the amount payable by Tenant as set forth in such statement. Not more than twice during any Calendar Year, Landlord may in good faith revise the Projected Expense Rate and provide Tenant with a revised statement, and thereafter Tenant shall pay Additional Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, revised statement. Landlord shall furnish provide to Tenant by written noticeTenant, delivered in accordance with Article 22 and within sixty one hundred fifty (60150) days after the end of such calendar yeareach Calendar Year, a statement (“Landlord’s Statement”) in reasonable detailof the Actual Expenses, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility Actual Expense Rate and the Additional Rent for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the such year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord Landlord, within forty-five thirty (4530) days after ▇▇▇▇▇▇Tenant's receipt of such statement, the uncollected Additional Rent for such Calendar Year. If the sum actual Additional Rent payable by Tenant for any Calendar Year is less than the aggregate of Tenant's Monthly Estimated the actual Additional Rent payments during the year exceeds collected by Landlord for such Calendar Year, Landlord shall promptly refund the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the such excess to Tenant at the time Landlord furnishes the statement, (or, if this Lease has not expiredat Landlord's option, may credit apply such excess against the excess toward the next ensuing payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to become due hereunder). Failure of Landlord to provide the statement called for hereunder shall not relieve Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditfrom its obligations under this Section 6 or elsewhere in this Lease.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any such period exceed Base Operating Costs, and (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 falling partially within thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the Term)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 the estimated Additional Rent. If Landlord as additional rent thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s Insurance 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) As soon as defined below) reasonably practicable after the end of the Base Year and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentyear, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent total payments made during the yearby Tenant with respect thereto. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Unless Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects raises any objections in writing to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant statement within thirty (30) daysdays after 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 reasonable verification of the variance is less than five percent figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord, based on Landlord’s statement, nor shall any failure of Landlord to deliver Landlord’s statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s statement. (5%)4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the cost deficiency within thirty (30) days of said auditTenant’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 end of the Term, Additional Rent shall be prorated on the basis of a 360-day year by computing Tenant’s Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. 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, 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, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof.

Additional Rent. Commencing commencing on the Commencement Datefirst day of the month following the month in which Landlord notifies Tenant of the amount of such Additional Rent. If, as finally determined, the amount of Additional Rent owing by Tenant shall be greater than or less than the aggregate of installments so paid to Landlord for each calendar year of year, the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day amount of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rentsuch underpayment, or Landlord shall furnish to credit Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) for the amount of Tenant's actual responsibility for such overpayment, as the case may be. Upon the expiration of any separate bond assessments levied against the Premises, the real estate tax portion of the monthly Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If payment shall be immediately decreased by the amount of Tenant's actual responsibility for Additional Rent exceeds such reduction in bond assessment. It is the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency intent hereunder to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds estimate the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period then to adjust such estimate in the following year based on the actual amount of three (3) years following each yearAdditional Rent owing. The obligation of Tenant with respect to payment of Additional Rent shall survive the termination of this Lease. A payment, and such records refund or credit made pursuant to this paragraph shall be made available for inspection and photocopying by without prejudice to any right of Tenant and/or to dispute the amount of Additional Rent owing, or the right of Landlord to correct any items as billed pursuant to the provisions hereof. Within 30 days of the date Landlord notifies Tenant of the amount of Additional Rent owing, Tenant or its agents authorized agent shall have the right to inspect the books of Landlord during ordinary the business hours of Landlord at Landlord’s principal officesuch location that Landlord during the business hours Landlord at such location that Landlord may specify, for the purpose of verifying such amount. Any dispute with respect Unless Tenant asserts specific errors within such days, such notification by Landlord shall be deemed to ▇▇▇▇▇▇▇▇'s calculations of be correct. A decrease in Additional Rent shall reduce Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days liability hereunder below the amount of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditpayable hereunder.

Additional Rent. Commencing on the Commencement Date, for each calendar year of Throughout the Term (prorated for any calendar year falling partially within the Term)of this Lease, Tenant shall pay pay, as additional rent, to Landlord as additional rent LandlordTenant’s Insurance Proportionate Share of the Operating Expenses (as defined below) and Real Property Taxes in Section 4.3), plus any additional sums due pursuant to Section 6.1 (collectively known as “Additional Rent”), in equal monthly installments, payable with each installment of Base Rent. Prior to Tenant’s Proportionate Share of the Commencement Date Operating Expenses shall be based on Landlord’s reasonable and at least thirty (30) days prior to good faith estimate of the beginning of each Operating Expenses due from Tenant for the current calendar year thereafterof the Term, Landlord in relation to Tenant’s Proportionate Share (“Estimated Operating Expenses”). For partial calendar years in the Term, Tenant shall furnish pay Additional Rent equal to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly the annual Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar Operating Expenses for each month thereafter during the Term. Monthly Estimated Rent Commencing on January 1, 2024, Tenant’s liability for a period of less Operating Expenses shall not increase by more than one month shall be prorated four percent (4%) annually on a daily basis based on a three hundred sixty-five noncumulative basis, exclusive of increases attributable to Taxes (365) day yearas hereinafter defined), utilities, insurance, snow removal costs, association dues, and any other expenses that Landlord has no reasonable ability to control. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within Within sixty (60) days after the end of such each calendar yearyear in the Term, Landlord shall furnish to Tenant a statement (“showing in reasonable detail the determination of Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) true and actual Operating Expenses for the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the preceding calendar year. If the amount of actual Operating Expenses payable by the Tenant for any calendar year exceed the Estimated Operating Expenses paid by ▇▇▇▇▇▇, then Tenant shall, subject to a right to review Landlord’s books and records and/or Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments’s right to conduct an audit, Tenant shall as specified below, pay the deficiency to Landlord within forty-five thirty (4530) days after ▇▇▇▇▇▇'s ’s receipt of Landlord’s statement of Operating Expenses due from Tenant, the difference between: (a) Tenant’s Proportionate Share of the actual Operating Expenses for such statement. If calendar year; and (b) the total sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and Operating Expenses paid by ▇▇▇▇▇▇'s Monthly ▇ during such calendar year. If, however, the actual Operating Expenses payable by Tenant for any calendar year are less than the Estimated Rent next falling due. Operating Expenses paid by Tenant during such calendar year, then Landlord shall pay to Tenant, upon delivery to Tenant of the Landlord’s Statement shall be final statement of the actual Operating Expenses, the difference between: (y) the total sum of Estimated Operating Expenses paid by Tenant during such calendar year; and binding upon (z) the actual amount of Operating Expenses payable by Tenant during such calendar year. Failure of Landlord and to timely provide an annual reconciliation notice of underpayment or overpayment by Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as of its Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt obligation will not waive any of Landlord’s Statement rights to collect such payments or Tenant’s obligations hereunder, but will extend each party’s rights until the date notice is given; provided, however, that in accordance with no event shall Landlord retroactively include items in Operating Expenses for a certain calendar year following the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit expiration of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on thirty-sixth (36th) month after the parties. If there is a variance expiration of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditcalendar year.

Additional Rent. Commencing All sums payable by Tenant under this Lease other than Monthly Base Rent shall be deemed “Additional Rent.” The term “Rent” shall mean Monthly Base Rent and Additional Rent. Tenant shall commence paying Additional Rent on the Commencement DateApril 1, for each calendar year 2012. Landlord shall estimate in advance and charge to Tenant, Tenant’s Share of the Term (prorated for any calendar year falling partially within following costs, to be paid with the Monthly Base Rent, in installments, on a monthly basis throughout the Term: (i) all Real Property Taxes (as defined herein), Tenant shall pay (ii) all insurance premiums due with respect to Landlord as additional rent Landlord’s Insurance the Building and the Parking Lot (as defined below) and (iii) all CAM Expenses (as defined herein). Collectively, the aforementioned Real Property Taxes (collectively known Taxes, insurance and CAM Expenses shall be referred to as the “Additional RentTotal Operating Costs”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's ’s estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation Tenant’s Share of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month Total Operating Costs shall be prorated on a daily basis paid by Tenant in equal monthly installments with Tenant’s payment of Monthly Base Rent. Landlord may adjust its estimates of Total Operating Costs at any time based on a three hundred sixty-five (365) day yearupon Landlord’s experience and reasonable anticipation of costs. For each calendar year Such adjustments shall be effective as of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish next Rent payment date after notice to Tenant by written notice, delivered in accordance with Article 22 and within sixty Tenant. Within one hundred twenty (60120) days after the end of such each calendar yearyear during the Term, Landlord shall deliver to Tenant a statement (“Landlord’s Statement”) prepared in accordance with generally accepted accounting principles setting forth, in reasonable detail, including supportive documentationthe Total Operating Costs paid or incurred by Landlord during the preceding calendar year and Tenant’s Share of such Total Operating Costs (the “Annual Statement”). Within thirty (30) days after Tenant’s receipt of the Annual Statement, setting forth (a) there shall be an adjustment between Landlord and Tenant. If the actual amount of Tenant's actual responsibility ’s Share of the Total Operating Costs for Additional Rent, and (b) that calendar year exceed the sum of Tenant's Monthly Estimated Rent monthly installment payments made by Tenant during the that year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, then Tenant shall pay the deficiency difference to Landlord within forty-five thirty (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (9030) days of receipt of Landlordthe Annual Statement. If the actual amount of Tenant’s Statement in accordance with Share of the delivery requirements in Section 12.2 and Total Operating Costs for that calendar year is less than the monthly installment payments made by Tenant during that year, then Landlord shall be resolved by credit the parties through consultation in good faith within sixty (60difference to the monthly installment(s) days of written notice of disputed charge. However, next due from Tenant or if the dispute cannot be resolved within such periodTerm has ended, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment difference to Tenant within thirty (30) daysdays after Landlord’s delay of the Annual Statement. If the variance is less than five percent (5%), Tenant Tenant’s share of Total Operating Costs for partial years shall pay the cost of said auditbe pro-rated.

Additional Rent. Commencing on the Commencement DateIn addition to Base Rent, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant Subtenant shall also pay to Landlord as additional rent LandlordSublandlord, all Subtenant’s Insurance Proportionate Share (as defined below) of Operating Expenses (as that term is defined in Section 9.2 of the Master Lease) and Real Property Taxes all other costs payable by Sublandlord under the Master Lease (collectively known as “Additional Rent”). Additional Rent shall also include all amounts paid directly by Sublandlord to parties other than Sublandlord to the extent related to the Sublease Premises (e.g. real property taxes assessed against the tenant improvements in the Sublease Premises, landscape maintenance, and parking lot maintenance). . For purposes hereof, “Subtenant’s Proportionate Share” means, during any period during the Term, the number of rentable square feet for which Subtenant is paying Base Rent pursuant to Section 3(a)(i) above, divided by the number of rentable square feet in the Building (81,235). Prior to the Commencement Date Date, and at least then on or before December 1 of each year, Sublandlord shall give Tenant a yearly expense estimate statement which shall set forth Sublandlord’s reasonable estimate of the total amount of Additional Rent for the remainder of calendar year 2003 or the succeeding calendar year, as applicable. Subtenant shall pay Additional Rent in equal monthly installments based upon such estimate; provided, that the estimate statement may be revised and reissued by Sublandlord from time to time. Within 120 days after the end of each calendar year, Sublandlord shall give to Tenant a statement, which shall indicate the Additional Rent incurred or accrued for such preceding calendar year, and which shall indicate the amount, if any, of any amounts due from Subtenant in excess of the amounts previously paid, or the amount of any refund due. Upon receipt of the statement for each expense year ending during the Term, Tenant shall pay, with its next installment of Base Rent due, but in no event later than thirty (30) days prior after receipt of such statement the full amount of any excess for such expense year. If a refund is due, Sublandlord shall provide such refund at the time it provides the statement. The failure of Sublandlord to timely furnish the beginning statement for any expense year shall not prejudice Sublandlord from enforcing its rights under this Section 3. Even though the Term has expired and Tenant has vacated the Sublease Premises, when the final determination is made of each calendar year thereafterthe Additional Rent due from Subtenant for the Term, Landlord Tenant shall immediately pay to Sublandlord any amounts due. Upon request, Sublandlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate Subtenant copies of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s any invoices for items constituting Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audithereunder.

Additional Rent. Commencing on During the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Lease Term), Tenant shall pay to Landlord Landlord, as additional rent Landlordrent, an amount equal to the amount of Tenant’s Insurance Pro Rata Share (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12hereinafter defined) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent the Property Taxes, Insurance, Utilities and Operating Expenses which are paid or incurred by Landlord in any calendar year. Tenants Pro Rata Share shall mean fifty percent (“Monthly Estimated Rent”50%). Tenant shall make monthly payments to be applied against Tenant’s obligation to pay to Tenant’s Pro Rata Share of the Property Taxes, Insurance, Utilities and Operating Expenses paid or incurred by Landlord the Monthly Estimated Rent beginning on the Commencement Date and in any calendar year in advance on the first day of every successive each calendar month thereafter during the Term. Monthly Estimated Rent for Lease Term based upon a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, reasonable estimate by Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“amounts to be paid or incurred by Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within Within ninety (90) days of receipt the end of Landlordeach calendar year, Landlord will provide Tenant with a computation of Tenant’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit Pro Rata Share of the disputed matter from an independentactual Property Taxes, certified public accountant selected Insurance, Utilities and Operating Expenses paid or incurred by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the partiesduring such calendar year. If the total of all estimated payments made by Tenant for such calendar year is more than Tenant’s Pro Rata Share of the actual Property Taxes, Insurance, Utilities and Operating Expenses paid or incurred by Landlord during such calendar year, Tenant will receive a credit in the amount of such excess against its estimated monthly payments for Tenant’s Pro Rata Share of Property Taxes, Insurance, Utilities and Operating Expenses for the next calendar year or a refund of such excess if there are no subsequent estimated monthly payments to be made by Tenant. If the total of all estimated payments made by Tenant for such calendar year is a variance less than Tenant’s Pro Rata Share of five percent (5%) the actual Property Taxes, Insurance, Utilities and Operating Expenses paid or more between said decision and Landlord's determination of Tenant's actual responsibility incurred by Landlord for Additional Rentsuch calendar year, Landlord Tenant shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment deficiency to Tenant Landlord within thirty (30) daysdays of receipt of the computation of Tenant’s Pro Rata Share of the actual Property Taxes, Insurance, Utilities and Operating Expenses from Landlord. Tenant agrees to make timely payment of all amounts due as Additional Rent under this Section 6, including any Additional Rent which becomes due or is computed after the end of the Lease Term. The Tenant’s obligations under this Section 6 shall survive the expiration of the Lease Term or earlier termination of this Lease. In the event that the Lease Term commences or expires other than on the first or last day of a calendar year, Tenant’s obligation to pay Tenant’s Pro Rata Share of the Property Taxes, Insurance, Utilities and Operating Expenses for such calendar years shall be prorated based upon the number of days of the Lease Term that occur in such calendar years. In the event that the Development is insured, serviced, assessed or maintained as part of a larger parcel, then Landlord shall allocate a fair and equitable amount of such insurance costs, service charges, assessments and maintenance charges, as the case may be, to the Development or applicable portion thereof. Property Taxes shall be deemed incurred by Landlord at the time such Property Taxes are assessed or levied and/or become a lien. Within ninety (90) days of the end of the Lease Term, Landlord will provide Tenant with a computation of Tenant’s Pro Rata Share of the actual Property Taxes, Insurance, Utilities and Operating Expenses paid or incurred by Landlord during such calendar year or partial calendar year, as applicable. If the variance total of all estimated payments made by Tenant for such calendar year or partial calendar year is more than Tenant’s Pro Rata Share of the actual Property Taxes, Insurance, Utilities and Operating Expenses paid or incurred by Landlord during such calendar year or partial calendar year, as applicable, Landlord shall either (i) apply such excess to Tenant’s obligation to make future estimated payments, or (ii) provide Tenant with a refund of such excess at the time it provides Tenant with such computation. If the total of all estimated payments made by Tenant for such calendar year, or partial calendar year, as applicable, is less than five percent (5%)Tenant’s Pro Rata Share of the actual Property Taxes, Insurance, Utilities and Operating Expenses paid or incurred by Landlord for such calendar year, or partial calendar year, as applicable, Tenant shall pay such deficiency to Landlord within thirty (30) days of receipt of the cost computation of said auditTenant’s Pro Rata Share of the actual Property Taxes, Insurance, Utilities and Operating Expenses from Landlord.

Additional Rent. Commencing on Tenant shall pay Landlord, as Additional Rent, an amount equal to Tenant's Share of (i) Taxes in excess of Taxes for the Commencement DateBase Year, and (ii) Expenses in excess of the amount of Expenses for each the Base Year, as follows: (a) Landlord shall, from time to time after the Base Year, reasonably estimate the amounts Tenant shall owe for Taxes and Expenses for full or partial calendar year years of the Term (prorated for any calendar year falling partially within i.e., the Term"Estimated Additional Rent"). Following Landlord's estimate thereof, Tenant shall pay Estimated Additional Rent monthly, together with Tenant's payment of Base Rent, as below provided. (b) After the end of each calendar year, Landlord shall provide a statement ("Operating Statement") to Landlord as additional rent Landlord’s Insurance Tenant showing, in reasonable detail: (as defined belowi) the amount of Taxes and Real Property Expenses for such calendar year, (ii) any payments of Estimated Additional Rent by Tenant during such calendar year, and (iii) any revision of the amount of Estimated Additional Rent for the then current calendar year. (c) If an Operating Statement shows that Tenant's actual Estimated Additional Rent payments were less than Tenant's actual obligations for Tenant's Share of Taxes (collectively known as “Additional Rent”). Prior to and Expenses for the Commencement Date and at least applicable year, then Tenant shall pay the shortfall within thirty (30) days prior to after Tenant's receipt of the beginning Operating Statement. (d) If an Operating Statement shows an increase in the amount of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Estimated Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord for the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such current calendar year, a statement Tenant shall: (“Landlord’s Statement”i) in reasonable detail, including supportive documentation, setting forth (a) pay the amount difference between the new and former estimates for the period from the date of Tenant's actual responsibility for Additional Rent, and (b) the sum last adjustment of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds through the sum of Tenant's Monthly Estimated Rent paymentsmonth in which the Operating Statement is dated, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records which payment shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) daysdays after Tenant's receipt of the Operating Statement, and (ii) thereafter pay the new Estimated Additional Rent amount until any subsequent adjustment thereof. (e) If an Operating Statement shows that Tenant's payments of Estimated Additional Rent exceeded Tenant's actual obligations for Taxes and Expenses, Landlord shall credit the excess against payment of Estimated Additional Rent next due. If the variance is less than five percent Term shall have expired and no further Rent shall be due, Landlord shall provide a refund or a credit against unpaid Base Rent of such excess at the time Landlord sends the Operating Statement. (5%)f) Landlord reserves the right to reasonably change, Tenant from time to time, the manner and timing of the computation of Additional Rent, provided that the amount and timing of Tenant's payments of Additional Rent shall pay not materially change. In lieu of providing one Operating Statement covering all items of Taxes and Expenses, Landlord may provide separate statements, at the cost of said auditsame or different times, including separate statements for Taxes after bills are received.

Additional Rent. Commencing on This Lease is intended by Landlord and Tenant to be a net lease; accordingly, Tenant shall pay as additional rent each year the Commencement Date, amount of Tenant’s Proportionate Share of Operating Costs for the Project during each calendar year Operating Year of the Lease Term (prorated “Operating Cost Rent”). Landlord may make a good faith estimate of the Operating Cost Rent to be due by Tenant for any calendar year falling partially within Operating Year or part thereof during the Lease Term). During each Operating Year or partial Operating Year of the Lease Term, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional , in advance concurrently with each monthly installment of Minimum Monthly Rent”). Prior , an amount equal to the Commencement Date estimated Operating Cost Rent for such Operating Year or part thereof divided by the number of months therein. From time to time, Landlord may estimate and at least thirty (30) days prior re-estimate the Operating Cost Rent to be due by Tenant and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Operating Cost Rent payable by Tenant shall be appropriately adjusted in accordance with the estimations so that, by the end of the Operating Year in question, Tenant shall have paid all of the Operating Cost Rent as estimated by Landlord. Any amounts paid based on such an estimate shall be subject to adjustment as herein provided when actual Operating Costs are available for each Operating Year. In the event the Building is not fully occupied during any Operating Year, an adjustment shall be made by Landlord in calculating the Operating Costs for such Operating Year so that the Operating Costs shall be adjusted to the beginning amount that would have been incurred had the Building been occupied to the extent of 100% during such Operating Year. Because the Building is one of several buildings in the Project, Operating Costs may be allocated among the buildings of the Project, as reasonably determined by Landlord. By May 1 of each calendar year thereafterOperating Year, or as soon thereafter as practicable, Landlord shall furnish to Tenant a written statement setting forth of Operating Costs for the following: previous year, adjusted as provided above (the “Operating Costs Statement”). If Tenant’s payments of estimated Operating Cost Rent for the year covered by the Operating Costs Statement exceed Tenant’s Proportionate Share of such items as indicated in the Operating Costs Statement, then Landlord shall promptly credit or reimburse Tenant for such excess; likewise, if Tenant’s estimated payments of Operating Costs for such year are less than Tenant’s share of such items as indicated in the Operating Costs Statement, then Tenant shall promptly pay Landlord such deficiency, notwithstanding that the Term has expired and Tenant has vacated the Premises. For purposes of this Lease (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing on For purposes of this Lease, Tenant’s “Additional Rent” for any Fiscal Year (or portion thereof) shall mean the product of (a) Net Rentable Area of the Premises multiplied by (b) the Operating Expenses, divided by the Net Rentable Area of the Building, all as applicable for the period in question. By the Commencement Date, Landlord shall estimate the Additional Rent to be due by Tenant for each calendar year the balance of the Term (prorated Fiscal Year in which the Commencement Date occurs. Thereafter, unless Landlord delivers to Tenant a revision of the estimated Additional Rent, Tenant shall pay to Landlord, coincident with Tenant’s payment of Base Rent, an amount equal to the estimated Additional Rent for the remainder of such year divided by the number of months remaining in such year. From time to time during any calendar year falling partially within Fiscal Year, Landlord may estimate and re-estimate the Additional Rent to be due by Tenant for that Fiscal Year and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Additional Rent payable by Tenant shall be appropriately adjusted in accordance with the estimation so that, by the end of the Fiscal Year, Tenant shall have paid all of the Additional Rent as estimated by Landlord. After the conclusion of each Fiscal Year during the Term), and after the termination or expiration of the Term, Landlord shall deliver to Tenant a statement of actual Additional Rent due by Tenant for the Fiscal Year (or, with respect to termination or expiration, the portion of the Fiscal Year) just ended. Within thirty (30) days thereafter, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to difference between the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s actual Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord due for such year and the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for estimated Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying paid by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audityear.

Additional Rent. Commencing on January 1, 2008, in addition to Base Rent, Tenant shall pay Additional Rent monthly in the Commencement Datesame manner and time as Base Rent, for on an estimated basis, with subsequent annual reconciliation, in accordance with the following procedures. Additional Rent is the rental payable during each calendar year subsequent to the Base Year equal to Tenant's Percentage Share of the Term total dollar increase, if any, in Operating Expenses paid or incurred by Landlord in that year over the Base Operating Expenses, and also increased by Tenant's Percentage Share of the total dollar increase, if any, in Property Taxes paid by Landlord in that year over the Base Property Taxes. (prorated a) No later than ninety (90) days prior to the end of the Base Year and no later than ninety (90) days prior to the end of each subsequent calendar year, or as soon after that time as practicable, Landlord shall give Tenant notice of Landlord's estimate of any Additional Rent due for any calendar year falling partially within the Term)ensuing year. On or before the first day of each month during the ensuing year, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/121/12th) of Landlordthe estimated Additional Rent. If Landlord fails to give notice as required in this Section, Tenant shall continue to pay on the basis of the prior year's estimate of ▇▇▇▇▇▇'s until the month after that notice is given. If at any time it appears to Landlord that the Additional Rent for the current year will vary from the estimate by more than five percent (“Monthly Estimated Rent”5%). , Landlord shall, by notice to Tenant, revise the estimate for that year, and subsequent payments by Tenant for that year shall pay to Landlord the Monthly Estimated Rent beginning be based on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five revised estimate. (365b) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty Within ninety (6090) days after the end close of such calendar yeareach year following the Base Year, or as soon after the ninety (90) day period as practicable, Landlord shall deliver to Tenant a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) of the amount actual Additional Rent for that year showing Operating Expenses and Property Taxes on the basis of which the actual Additional Rent was determined. At Tenant's actual responsibility request, Landlord shall provide Tenant reasonable supporting detail underlying the calculations of Operating Expenses and Property Taxes. If Landlord's statement discloses that Tenant owes an amount that is less than the estimated payments for Additional Rentthat year previously made by Tenant, Landlord shall credit the excess first against any sums then owed by Tenant, and (b) then against the sum next payments of Tenant's Monthly Estimated Rent payments made during the yearrental due. If Landlord's statement discloses that Tenant owes an amount that is more than the amount of estimated payments for that year previously made by Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five thirty (4530) days after ▇▇▇▇▇▇'s receipt delivery of such the statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the . (c) The amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar any fractional year in the Extension Period shall be appropriately prorated. The proration of Additional Rent for the applicable year in which termination occurs shall be calculated on the basis of a period fraction of three (3) years following each the Operating Expenses for that entire year and the proration of Property Taxes for the year in which termination occurs shall be calculated on the basis of a fraction of the Property Taxes for that entire year, but shall exclude any Property Taxes attributable to any increase in the assessed valuation of the Building occurring after termination. The termination of this Lease shall not affect the obligations of the parties pursuant to Section 5(b) above to be performed after the termination. (d) For purposes hereof, “Tenant's Percentage Share” means twenty five and such records 45/100 percent (25.45%). Tenant's Percentage Share has been obtained by dividing the net rentable area of the Premises by the total net rentable area of the Building and multiplying that quotient by one hundred (100). In the event the rentable area of the Premises is increased or decreased by the addition to or deletion from the Premises of any office space, Tenant's Percentage Share shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal officeappropriately adjusted. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations For the purposes of this Section 5, Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision Percentage Share shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance number of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay days during the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditcalendar year in which this change occurs.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term)a) In addition to Base Rent, Tenant shall pay to Landlord as additional rent Landlord’s Insurance an amount equal to the Tenant's Proportionate Share of any increase in Direct Expenses above the Direct Expenses for the Base Year (as defined below) and Real Property Taxes (collectively known as “"Additional Rent”"). Prior Base Rent and Additional Rent may be referred to herein collectively as "Rent." (b) On or after January 1 of each calendar year subsequent to the Commencement Date Base Year, Landlord will notify Tenant of (i) Landlord's estimate of the increase, if any, in Direct Expenses over Base Year 3 Direct Expenses payable by Tenant for the current calendar year and at least (ii) the amount of any Additional Rent due from Tenant, on account of the difference between the Additional Rent paid by Tenant for the preceding calendar year and the actual Additional Rent for the preceding calendar year. Tenant shall, upon receipt of such notice, pay to Landlord within thirty (30) days prior of receipt of such notice (i) a sum equal to one­twelfth (1/12) of the amount of Tenant's Proportionate Share of such estimate of the increase in Direct Expenses for such current calendar year for each full or partial month elapsed from January 1 of said current calendar year to the beginning date of receipt by Tenant of such notice and (ii) the balance of the Additional Rent due from Tenant for the preceding calendar year. Following receipt of such notice, Tenant shall pay to Landlord, on the first day of each succeeding calendar year thereaftermonth during said calendar year, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of the amount of Tenant's Proportionate Share of such estimate of the increase in Direct Expenses for said calendar year. If Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). is more than the actual Additional Rent for any calendar year, the amount of such excess paid by Tenant shall pay to Landlord be credited against the Monthly Estimated next installments of Additional and Base Rent beginning as they become due but no credit shall be due for any decrease in Direct Expenses below the Direct Expenses for the Base Year. In the event the term of this Lease or any extension or renewal hereof ends on a day other than the Commencement Date and on the first last day of every successive calendar month thereafter during a month, the Term. Monthly Estimated amount of Additional Rent payable by Tenant for a period of less than one such partial month shall be prorated on the basis of a daily basis based on a three hundred sixtythirty-five (365) day yearmonth. For each calendar year of Notwithstanding that the Term in which Tenant is responsible for paying Additional RentLease has terminated, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for any Additional RentRent due hereunder shall be payable promptly upon receipt of a statement from Landlord, and (b) the sum conversely any credit due Tenant for any excess of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for said Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and promptly refunded after Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditcalculation thereof.

Additional Rent. Commencing Landlord shall furnish to Tenant, prior to January 31st of each year, Landlord’s estimate of Operating Expenses for the coming year. The estimate shall be determined as though the Building were occupied at the actual occupancy rate or at an occupancy rate of ninety-five (95%) percent, whichever is higher. Tenant shall pay to Landlord, on the Commencement Datefirst day of each month as Additional Rent during the Lease Term, for each calendar year an amount equal to one-twelfth (1/12) of the Term (prorated for any calendar year falling partially within the Term)Tenant’s Proportionate Share of Landlord’s estimate of Operating Expenses. Until Landlord shall furnish such estimate to Tenant, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior , on the first day of each month, an amount equal to the Commencement Date and at least thirty (30) days prior to Additional Rent payable during the beginning of each calendar year thereafterpreceding month. If there shall be any increase or decrease in Operating Expenses for any year, whether during or after such year, Landlord shall furnish to Tenant a written statement setting forth revised estimate and the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)shall be adjusted and paid or refunded, as the case may be. Tenant shall pay to Landlord If the Monthly Estimated calendar year for which such estimate is furnished ends after the termination of this Lease, or begins before the commencement of this Lease, the Additional Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month payable hereunder shall be prorated on a daily basis based on a three to correspond to that portion of the calendar year occurring within the Term of this Lease. Within one hundred sixty-five twenty (365120) day year. For days after the end of each calendar year of the Term in which Tenant is responsible for paying Additional Rentyear, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after an Operating Statement showing actual Operating Expenses incurred for the end of such calendar preceding year, adjusted where appropriate to a statement (“Landlordprojected cost as though the Building were 95% occupied for any periods where actual occupancy was less than 95%. if the Operating Statement shows that the sums paid by Tenant exceed Tenant’s Statement”) in reasonable detailProportionate Share of Operating Expenses, including supportive documentation, setting forth (a) Landlord shall promptly either refund to Tenant the amount of Tenant's actual responsibility for such excess or credit the amount thereof against subsequent payments of Additional Rent, ; and (b) if the sum Operating Statement shows that the sums paid by Tenant were less than Tenant’s Proportionate Share of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentssame, Tenant shall pay the amount of such deficiency to Landlord within forty-five ten (4510) days after ▇▇▇▇▇▇'s receipt demand therefor. Failure or delay of such statement. If Landlord to submit the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord written statement referred to herein shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt waive any rights of Landlord’s Statement in accordance with . Notwithstanding the delivery requirements foregoing, the Annual Minimum Rent shall never be decreased below that amount set forth in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit1.1.

Additional Rent. Commencing on Section 1. In addition to Minimum Rent, as set forth in Article 2, all other payments required to be paid by Tenant under the Commencement Date, for each calendar year provisions of the Term (prorated for any calendar year falling partially within the Term), Tenant this Lease shall pay to Landlord be treated as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”), whether or not the same be designated as such. Prior To the extent Landlord’s lender, Citi Real Estate Funding Inc. (“Lender”) requires that Landlord escrow for Taxes on a monthly basis pursuant to that certain Loan Agreement dated as of the Effective Date by and between Citi Real Estate Funding Inc. (“Lender”) and Landlord (the “Loan Agreement”) entered into in connection with a certain loan from Lender to Landlord (the “Loan”), Tenant and Landlord shall cooperate with each other to satisfy such requirement; the parties agreeing that payment of Taxes for the Real Property is the obligation of Tenant hereunder, pursuant to the Commencement Date and at least thirty (30) days prior terms hereof. Tenant shall pay as Additional Rent under this Lease the monthly reserve amounts required under the Loan Agreement pursuant to the beginning terms of the Loan Agreement for the following accounts as defined in the Loan Agreement: Replacement Reserve Account and Leasing Reserve Account. Tenant shall also pay as Additional Rent amounts required to fund the Operating Expense Account in the event of a Trigger Period, as defined in the Loan Agreement, pursuant to the terms of the Loan Agreement. On the Commencement Date, Tenant shall deposit with Lender funds required to fund the Monthly Insurance Deposit pursuant to the Loan Agreement. Tenant shall provide Landlord with evidence of Tenant’s monthly payment of insurance required hereunder promptly upon Tenant’s payment of same, which evidence may be provided by Landlord to its Lender. Landlord shall provide Tenant with a copy of the fully executed Loan Agreement and shall promptly provide Tenant with any amendments thereto which are relevant to Tenant’s Additional Rent or other obligations under this Lease during the Term of this Lease. Minimum Rent and Additional Rent shall together, for the purposes of this Lease, be defined as “Rent” or “rent”. All payments required to be paid by Tenant under the provisions of this Lease shall bear interest, commencing ten (10) business days after the due date of each calendar year thereafterpayment (or from the date of advancement of funds by Landlord if the funds are payable on demand) and continuing until the date actually paid by Tenant, Landlord shall furnish to Tenant a written statement setting forth at the followinglower of: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and three percent (b3%) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and per annum; or (b) the sum highest rate of Tenant's Monthly Estimated Rent payments made during interest permitted under the year. If laws of the amount State of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency Minnesota to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess be charged to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditdelinquent payment.

Additional Rent. Commencing on the Commencement Date, Lessor agrees to pay all Operating Expenses (as defined in Section 10. below) up to a maximum amount of $5.00 per year for each calendar square foot of rentable floor area in the Building (the "Operating Cost Allowance"). In the event the Operating Expenses shall, in any fiscal year of (ending January 31) exceed the Term Operating Cost Allowance (prorated for any calendar partial fiscal year falling partially within at the beginning or end of the Term), Tenant shall Lessee agrees to pay to Landlord Lessor, as additional rent Landlord’s Insurance Additional Rent, Lessee's pro rata share of any such excess (the "Excess Operating Expenses"). Lessee's pro rata share shall be determined by multiplying the Excess Operating Expenses by a fraction, the numerator of which shall be the number of rentable square feet in the Premises, and the denominator of which shall be the rentable square footage in the Building (as defined below) and Real Property Taxes (collectively known as “Additional Rent”set out in Section I above). Prior Within ninety (90) days following the completion of each fiscal year, Lessor will provide to Lessee a statement showing in reasonable detail the Commencement Date Operating Expenses for the preceding fiscal year, the Additional Rent due with regard to Lessee's portion of the Excess Operating Expenses, and at least Lessor's reasonable estimate of Excess Operating Expenses for the then current fiscal year. Lessee shall, on or before thirty (30) days prior to the beginning following receipt of each calendar year thereaftersaid statement, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) Lessor the amount of Tenant's actual responsibility for Additional RentRent due as provided herein, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If less the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five paid in advance (45if any) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds preceding fiscal year. Any overpayment will be credited by Lessor to the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, next rental payment(s) due (or, if this Lease has not expiredno further rentals are or will become due, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement same shall be final and binding upon Landlord and Tenant unless Tenant objects refunded to Landlord’s Statement within ninety (90) days from receiptLessee). Landlord shall keep records showing all expenditures incurred as Lessee agrees to pay Additional Rent each month thereafter, in addition to Base Rent, in an amount necessary to amortize the estimated Excess Operating Expenses for each calendar the then current fiscal year for over a period equal to the lesser of three (3i) years the number of months remaining in the lease Term or (ii) the number of months remaining in the current fiscal year. Notwithstanding that the lease Term has expired or been terminated, Lessee shall remain liable for and agrees to pay to Lessor within 30 days following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with an invoice therefor, its pro-rata portion of Excess Operating Expenses for the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty fiscal year (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.portion

Additional Rent. Commencing on For purposes of this Lease, Tenant's "ADDITIONAL RENT" for any Fiscal Year (or portion thereof) shall mean the product of (a) Net Rentable Area of the Premises multiplied by (b) the difference between (i) the Operating Expenses divided by the Net Rentable Area of the Building minus (ii) the Expense Stop, all as applicable for the period in question. By the Commencement Date, Landlord shall estimate the Additional Rent to be due by Tenant for each calendar year the balance of the Term (prorated for any calendar year falling partially within Fiscal Year in which the Term)Commencement Date occurs. Thereafter, unless Landlord delivers to Tenant a revision of the estimated Additional Rent, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional , coincident with Tenant's payment of Base Rent”). Prior , an amount equal to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as estimated Additional Rent for each calendar the remainder of such year divided by the number of months remaining in such year. From time to time during any Fiscal Year, Landlord may estimate and re-estimate the Additional Rent to be due by Tenant for that Fiscal Year and deliver a period copy of three (3) years following each yearthe estimate or re-estimate to Tenant. Thereafter, and such records the monthly installments of Additional Rent payable by Tenant shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement appropriately adjusted in accordance with the delivery requirements in Section 12.2 and shall be resolved estimation so that, by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit end of the disputed matter from an independentFiscal Year, certified public accountant selected Tenant shall have paid all of the Additional Rent as estimated by both Landlord Landlord. After the conclusion of each Fiscal Year during the Term, and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on after the parties. If there is a variance termination or expiration of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rentthe Term, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment deliver to Tenant within thirty a statement of actual Additional Rent due by Tenant for the Fiscal Year (30) days. If or, with respect to termination or expiration, the variance is less than five percent (5%), Tenant shall pay the cost of said audit.portion

Additional Rent. Commencing All amounts payable by Tenant under this Lease other than the Base Rent under Section 2.01 shall be deemed “Additional Rent” and the term Rent under this Lease shall mean the 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 Commencement Date, Lease Term: (a) The Tenant’s proportionate share of all Real Property Taxes for each calendar year which Tenant is liable under Section 2.06 of the Term Lease; (prorated b) The Tenant’s proportionate share of all utility costs (if utilities are not separately metered and billed directly to Tenant) for any calendar which Tenant is liable under Section 2.07; (c) The Tenant’s proportionate share of all insurance premiums for which Tenant is liable under Section 5.05; (d) The Tenant’s proportionate share of all Outside Area Maintenance (“OAM”) costs for which Tenant is liable under Section 6.03; and (e) The Tenant’s proportionate share of the cost and expense of repairs to the “building systems” of the Building made by the Landlord under Section 4.02(b). For purposes of this Lease, Tenant’s proportionate share of the items described above is 59.34% of the total of such items for the Property. Collectively, the Real Property Taxes, Utility Costs, Insurance Costs, and OAM Expenses (if not paid by Tenant directly) shall be the “Total Operating Costs”. Landlord may adjust its estimates of Total Operating costs no more than two times per fiscal year falling partially within 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 120 days after the start 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 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 such period. Unless the Lease provides otherwise, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s all Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord then due with the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments next monthly installment of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing on In addition to the Commencement Date, utilities and services to be arranged and paid for each calendar year of the Term by Tenant directly as more particularly set forth in Article 5 (prorated for any calendar year falling partially within the Term)Utilities and Services) below, Tenant shall pay Landlord, as Additional Rent, Operating Expenses, Shared Expenses and Taxes pursuant to Landlord this Article 3 (Operating Expenses and Taxes). ▇▇▇▇▇▇ agrees to pay monthly, as additional rent Additional Rent one-twelfth (1/12) of Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent’s Operating Expenses, Taxes and Shared Expenses for the then current calendar year. Landlord shall give Tenant written notice of such estimated amounts, and (b) Tenant shall pay such amounts monthly to Landlord at the same time as Base Rent. As soon as is reasonably practicable following the end of each calendar year, ▇▇▇▇▇▇▇▇ will submit to Tenant a calculation of one-twelfth (1/12) of Landlord's estimate statement showing actual Operating Expenses, Shared Expenses and Taxes for the preceding calendar year along with a reconciliation of ▇▇▇▇▇▇'s Additional Rent ’s estimated payments as compared to the actual amounts payable by Tenant for such calendar year (each, an “Monthly Estimated RentOperating Statement”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five Within thirty (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6030) days after the end receipt of such calendar year, a statement (“Landlord’s an Operating Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay Landlord any additional amounts owed as shown on the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional RentOperating Statement or if Operating Expenses, Landlord shall pay the excess to Shared Expenses and Taxes payable by Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward hereunder is less than the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be actually made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant Operating Expenses, Shared Expenses and Taxes then within ninety thirty (9030) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional RentOperating Statement, Landlord shall pay the costs of said audit and shall or credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty the amount of such overpayment. Any payments due under this Article 3 (30Operating Expenses and Taxes) daysshall be prorated for any partial calendar year. If Tenant’s obligation to pay any amounts due under this Article 3 (Operating Expenses and Taxes) shall survive the variance is less than five percent (5%), Tenant shall pay the cost Expiration Date or earlier termination of said auditthis Lease.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), 5.1 Tenant shall pay to Landlord as additional rent Landlordeach year the amount of Tenant's Share of Operating Costs during each Operating Year of the Lease Term. “Tenant’s Insurance (as defined below) Share” means an amount equal to the product of the Rentable Square Footage of the Premises multiplied by the actual per square foot Operating Costs during the applicable Operating Year of the Lease Term. If the Lease Term begins or ends anytime other than the first or last day of an Operating Year, Operating Costs and Real Property Taxes (collectively known as “Additional Rent”)the Tenant's Share thereof shall be prorated. Prior to the Commencement Date and at least thirty (30) days prior to the beginning end of each calendar year thereafterOperating Year, Landlord shall furnish to provide Tenant with a written statement setting forth the following: (a) of Landlord's estimate of ▇▇▇▇▇▇Operating Costs and the estimate of Tenant's Additional RentShare (the “Estimated Share”) for the next succeeding Operating Year. Tenant shall pay Landlord, and (b) a calculation concurrently with each payment of the Minimum Monthly Rent for the next Operating Year, an amount equal to one-twelfth (1/12) of Landlord's estimate the amount of ▇▇▇▇▇▇'s Additional Rent (“Monthly the Estimated Rent”)Share. Tenant shall pay to Landlord may revise the Monthly Estimated Rent beginning on Share and adjust the Commencement Date and on the first day of every successive calendar month thereafter required monthly payment accordingly not more than once during the TermOperating Year. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five Within ninety (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6090) days after the end of such calendar yeareach Operating Year, or as soon thereafter as reasonably possible, Landlord shall provide Tenant with a reconciliation statement (“Landlord’s Operating Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of showing Tenant's Share of the actual responsibility Operating Costs for Additional Rent, and the preceding Operating Year (b) the sum of Tenant's Monthly Estimated Rent payments made during the year"Actual Share"). If the amount of Tenant's actual responsibility for Additional Rent Actual Share exceeds the sum of Tenant's Monthly Estimated Rent paymentsShare paid by Tenant during that Operating Year, Tenant shall pay the deficiency to Landlord excess at the time the next succeeding payment of Minimum Monthly Rent is payable (or within forty-five ten (4510) days after ▇▇▇▇▇▇'s receipt of such statementif the Lease Term has expired or been terminated). If the sum of Actual Share is less than the Estimated Share paid by Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the apply such excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety due under this Article (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with or refund the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment same to Tenant within thirty (30) daysdays after the expiration or termination of this Lease or credit amounts due from Tenant if the Lease Term has expired or been terminated). If For purposes of this Lease (a) "Operating Costs" means and includes all reasonable out of pocket costs of management, maintenance, repair, and operation of the variance is less than five percent Project, including but not limited to the costs of cleaning, repairs, utilities, air conditioning, heating, plumbing, elevator, parking, landscaping, insurance, property taxes and special assessments, and all other costs which can properly be considered operating expenses, but excluding costs of land or building additions, alterations for tenants, leasing commissions, advertising, depreciation, interest, income taxes, and costs not incurred in the management, maintenance and operation of the Project; and (5b) "Operating Year" means a calendar year beginning January 1 and ending December 31. Tenants with leases expiring or terminating prior to the end of the Operating Year shall be responsible for their portion of Operating Costs based on Landlord's estimate of Operating Costs (but subject to adjustment based on the Actual Share, as provided above). Landlord shall cap annual increases in controllable operating expenses at 3%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as "additional rent" --------------- Tenant's Percentage Share of the amount of any increase in Direct Expenses incurred in any Comparison year over Direct Expenses incurred in the Base Year. Landlord shall endeavor to give to Tenant on or before the first day of March of each year following the Base Year a statement of the additional rent Landlord’s Insurance payable by Tenant hereunder, but failure by Landlord to give such statement by said date shall not constitute a waiver by Landlord of its right to require payment of such amount. Upon receipt of the statement, Tenant shall pay in full the total amount of the increase, if any, due for the past year. In addition, unless Landlord reasonably estimates that the amount of any increase in Direct Expenses for the succeeding Comparison Year over the Direct Expenses for the Base Year will differ, an amount equal to any such increase shall be divided into twelve (as defined below12) equal monthly installments and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord Landlord, concurrently with the Monthly Estimated Rent beginning on regular monthly rent payment next due following the Commencement Date and on receipt of such statement, an amount equal to one (1) monthly installment multiplied by the first day number of every successive months from January in the calendar year in which said statement is submitted to the month thereafter during the Termof such payment, both months inclusive. Monthly Estimated Rent for a period of less than one month Subsequent installments shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each payable concurrently with the regular monthly rent payments for the balance of that calendar year and shall continue until the next Comparison Year's statement is rendered. If a greater increase in Direct Expenses occurs in the next or any succeeding Comparison Year, then upon receipt of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“from Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay a lump sum equal to such total increase in Direct Expenses, less the deficiency total of the monthly installments of estimated increases paid in the previous calendar year; and the estimated monthly installments to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of be paid for the next year, following said Comparison Year, shall be adjusted to reflect such statementincrease. If in any Comparison Year the sum total of the estimated payments of Tenant's Monthly Estimated Rent payments during Percentage Share of the year exceeds increase in Direct Expenses is less than the amount of Tenant's actual responsibility for Additional Rentowed, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding then upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with 's statement, any overpayment made by Tenant on the delivery requirements in Section 12.2 and monthly installment basis provided above shall be resolved by credited towards the parties through consultation in good faith within sixty (60) days next monthly rent falling due and the estimated monthly installments of written notice of disputed chargeDirect Expenses to be paid shall be adjusted to reflect such lower Direct Expenses for the most recent Comparison Year. However, if the dispute cannot be resolved within such periodIf this Lease terminates during a calendar year, the parties rental adjustment shall request an audit be payable for the portion of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on calendar year included in the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditLease term.

Additional Rent. Commencing Tenant shall pay, as additional rent, all sums of money required to be paid by Tenant under any of the provisions of this Lease, including but not limited to taxes, insurance and Common Area expenses whether or not the same be designated “additional rent”. In those cases where the payments to be made by Tenant are based on “Tenant’s Proportionate Share,” that term shall mean 44.22%, which is determined by dividing the 84,378 square feet being rented by Tenant by the 199,856 square feet of total rentable space in the Project. In event that there are changes in either the square feet being rented by Tenant or the total rentable space in the Project, Tenant’s Proportionate Share shall be recalculated on the Commencement Datesame basis used above to reflect such changes. If the amounts to be paid by Tenant are not paid at the time provided in this Lease, they shall nevertheless be collectible as additional rent with the next installment of annual base rent thereafter falling due, but nothing herein contained shall be deemed to suspend or delay the payment of any amount or charge at the time the same becomes due and payable hereunder, or limit any other remedy of Landlord. Landlord may estimate Tenant’s share of said costs and expenses, for a period of not more than 12 months in advance, and may collect and impound Tenant’s estimated share in advance on a monthly basis. On or before March 15 of each calendar year year, Landlord shall provide to Tenant a reconciliation of Tenant’s account for the Term (prorated for any calendar year falling partially within twelve month period ending the Term)preceding December 31. Said reconciliation shall set forth in reasonable detail the costs and expenses paid by Landlord, and shall include a computation as to Tenant’s Proportionate Share. In the event Tenant has overpaid its share of said costs and expenses, the excess shall be credited on Tenant’s next succeeding payment of additional rent, and in the event of an underpayment, Tenant shall pay to Landlord as said underpayment within ten days after receipt of the reconciliation. The current estimated monthly charge for additional rent Landlord’s Insurance (as defined below) for the Building 6 Suite and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date Building 5 Suites is $[**] and at least thirty (30) days prior to the beginning of each calendar year thereafter$[**], Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentrespectively, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within adjusted annually or at such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If time as there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay significant change in the costs of said audit any item of additional rent to be paid by Tenant. 4. Section 4.2 of the Lease is hereby amended and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.restated in its entirety as follows:

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the Term sum of (prorated for any calendar year falling partially within x) the Term)amount of Operating Costs, Tenant shall pay to Landlord as additional rent Landlord’s Insurance and (as defined belowy) and Real Property Taxes the amount of Taxes. (collectively known as “Additional Rent”). 2) Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to notify Tenant a written statement setting forth the following: (a) of Landlord's ’s estimate of ▇▇▇▇▇▇'s Additional RentOperating Costs, Taxes and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Tenant’s Additional Rent for the following calendar year (“Monthly Estimated Rent”or first partial year following the Commencement Date). Tenant shall pay to Landlord the Monthly Estimated Rent beginning Commencing on the Commencement Date Date, and in subsequent calendar years, on the first day of January of each calendar year and continuing on the first day of every successive calendar month thereafter during in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the TermAdditional Rent, as reasonably estimated by Landlord for such full calendar year. Monthly Estimated 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 for a period of less than one month shall thereafter be prorated on a daily basis payable based on a three hundred sixty-five the revised estimate). (3653) day year. For As soon as reasonably practicable after the end of each calendar year of the Term in which Tenant is responsible for paying Additional Rentyear, Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the year, and the total payments made by Tenant by written notice, delivered in accordance with Article 22 and respect thereto. Unless Tenant raises any objections to Landlord’s statement within sixty (60) days after receipt of the end 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 calendar yearstatement, a 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. Any objection of Tenant to Landlord’s Statement”) statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver Landlord’s statement in reasonable detail, including supportive documentation, setting forth (a) the amount a timely manner relieve Tenant of Tenant's actual responsibility ’s obligation to pay any amounts due Landlord based on Landlord’s statement. (4) If Tenant’s Additional Rent as finally determined for Additional Rent, and (b) any calendar year exceeds the sum of Tenant's Monthly Estimated Rent total payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsby Tenant on account thereof, Tenant shall pay Landlord the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) daysdays of Tenant’s receipt of Landlord’s statement. If the variance is less than five percent (5%)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 end of the Term, Additional Rent shall be prorated on the basis of a 360-day year by computing Tenant’s Share of the Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. 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, as the cost case may be, within thirty (30) days after Tenant’s receipt of said auditLandlord’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 the total amount previously paid by Tenant on account thereof. If for any reason Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant’s Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Project being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each year in which Taxes are reduced by any such exemption, Taxes for such year shall be calculated on the basis of the amount the Taxes for the year would have been in the absence of the exemption.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) LandlordTenant shall continue to pay all additional rent and other charges set forth in the Lease for the Current Premises (including, without limitation, Tenant's estimate Share for the Infill Premises of Excess Expenses over the Infill Premises Base Expenses, ▇▇▇▇▇▇'s Additional RentShare for FIFTH AMENDMENT TO AMENDED AND RESTATED LEASE – 1000 WEBWARD LLC – ROCKET MORTGAGE, LLC the Infill Premises of Excess Taxes over the Infill Premises Base Taxes, Tenant's Share for the Existing Premises of Excess Expenses over the Existing Premises Base Expenses, Tenant's Share for the Existing Premises of Excess Taxes over the Existing Premises Base Taxes, and the Security Fee) throughout the Term in the same manner as set forth in the Lease. Nothing contained in this Amendment shall in any way modify or amend any such amounts payable for the Current Premises. (b) a calculation Upon the Fifth Amendment Expansion Premises Commencement Date, Tenant shall commence paying additional rent and other charges set forth in the Lease (including, without limitation, Tenant’s Share of one-twelfth Excess Expenses and Excess Taxes) for the Fifth Amendment Expansion Premises in the same manner as set forth in the Lease, except as set forth below. Notwithstanding the foregoing, with respect to only the Fifth Amendment Expansion Premises: (1/12i) Base Expenses as defined in Lease Section 1(i) shall mean the actual Expenses for the 2022 calendar year that are paid or incurred by Landlord (the “Fifth Amendment Expansion Premises Base Expenses”); (ii) Base Taxes as defined in Lease Section 1(j) shall mean the Taxes for the 2022 calendar year (the 2022 Summer Taxes due July 1st and the 2022 Winter Taxes due December 1st) which are due, owing and paid by Landlord (the “Fifth Amendment Expansion Premises Base Taxes”); (iii) Tenant's Share as described in Lease Sections 1(k) and 5(a)(vii) shall mean 0.33 percent (0.33%); (iv) Excess Expenses shall mean the total dollar increase in Expenses, if any, which are paid or incurred by Landlord in the respective calendar year, over the Fifth Amendment Expansion Premises Base Expenses; and (v) Excess Taxes shall mean the total dollar increase in Taxes, if any, which are paid by Landlord with respect to the applicable calendar year, over the Fifth Amendment Expansion Premises Base Taxes. (c) For purposes of Landlord’s allocation obligations as to Expenses and Taxes under Paragraph 6(c) of Landlordthe Third Amendment, the Fifth Amendment Expansion Premises is part of the Original Office Building. (d) Notwithstanding anything to the contrary in this Amendment, for purposes of calculating amounts due as Tenant's estimate Share of ▇▇▇▇▇▇'s Additional Rent Excess Expenses with respect to the Fifth Amendment Expansion Premises, the Controllable Expenses (as hereinafter defined) allocated to the Original Office Building for any calendar year following calendar year 2022 shall not exceed the Cap (as hereinafter defined) on a cumulative basis. The “Monthly Estimated Rent”). Tenant shall pay to Landlord Cap” for the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month year 2023 shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For [***] of the Controllable Expenses allocated to the Original Office Building for calendar year 2022, and the Cap for each calendar year thereafter shall be [***] of the Cap for the highest amount of Controllable Expenses included in Expenses and allocated to the Original Office Building for any preceding calendar year of the Term in which Tenant is responsible for paying Additional RentTerm. The term “Controllable Expenses” shall mean all Expenses allocated to the Original Office Building other than those Expenses attributable to snow and ice removal and salting, Landlord shall furnish landscaping, utilities, taxes, insurance, security, costs subject to Tenant by written notice, delivered in accordance with Article 22 and within sixty government regulation (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rentas minimum wages), and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsall costs incurred to comply with new or revised federal or state laws, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit municipal or county ordinances or codes or regulations promulgated under any of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditsame.

Additional Rent. Commencing on the Commencement Date4.1. If, for each calendar year of the Term (prorated for in any calendar year falling partially within during the Termterm of this Lease, the Recurring Operating Costs (as defined in Section 4.8 below) incurred by Landlord in connection with the Project shall exceed the Recurring Operating Costs for the Base Year (as defined in Section 1.1.5), Tenant shall pay to Landlord as additional rent Landlord’s Insurance ("Additional Rent"), in addition to and at the time provided for payment of Base Rent, an amount equal to Tenant's Percentage Share (as defined below) specified in Section 1.1.6 of such excess. The Base Year Recurring Operating Costs shall be deemed to constitute Landlord's agreed contribution to Recurring Operating Costs and Real Property Taxes (collectively known as “Additional Rent”)shall not be deemed to constitute a representation or warranty that such Base Year Recurring Operating Costs will reflect actual Recurring Operating Costs for any succeeding period. 4.2. Prior to the Commencement Date and at least thirty (30) days prior to the beginning end of each calendar year thereafteryear, Landlord shall furnish to Tenant a written statement setting forth the following: (a) or statements showing in reasonable detail Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent(i) Recurring Operating Costs for the immediately succeeding calendar year, (ii) the amount, if any, of the excess of such estimated Recurring Operating Costs over the Base Year Recurring Operating Costs, and (biii) the amount of any Additional Rent which will be payable by Tenant based on such estimate, appropriately prorated on a calculation monthly basis. Thereafter, Tenant shall pay monthly as Additional Rent hereunder, the amount set forth in such estimated Additional Rent statement from Landlord. Neither Landlord's failure to deliver, nor the late delivery of one-twelfth (1/12) such statement or statements shall constitute a default by Landlord hereunder, or a waiver of Landlord's estimate right to any estimated or actual Additional Rent. 4.3. Within one hundred twenty (120) days following the close of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rentyear, Landlord shall furnish to Tenant by a written notice, delivered statement of reconciliation (the "Reconciliation") showing in accordance with Article 22 and within sixty (60) days after reasonable detail Landlord's actual Recurring Operating Costs for the end of such preceding calendar year, together with a statement (“Landlord’s Statement”) of any adjustments necessary to reconcile any sums paid by Tenant hereunder during such calendar year pursuant to Section 4.2 with those sums actually payable and due hereunder for such calendar year as set forth in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the yearReconciliation. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsReconciliation shows that additional sums are due from Tenant hereunder, Tenant shall pay the deficiency such sums to Landlord within forty-five thirty (4530) days after ▇▇▇▇▇▇'s receipt of such statementthe Reconciliation. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Reconciliation shows that an overpayment has been made by Tenant with respect to Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement such overpayment shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment refunded to Tenant within thirty (30) daysdays after Tenant's receipt of the Reconciliation. If In the variance is less than five percent event this Lease has expired or been terminated prior to the end of a calendar year, Landlord's obligation to reconcile and Tenant's obligation to pay shall survive such expiration or termination. Landlord's failure to deliver the Reconciliation to Tenant as provided herein shall not constitute a default by Landlord hereunder nor operate as a waiver of Landlord's right to collect all Additional Rent and other sums due hereunder. Where only a portion of a calendar year falls within the term hereof, Landlord shall calculate estimated (5%or actual, as the case may be) Additional Rent based upon a reasonable proration of estimated (or actual) Recurring Operating Costs for such calendar year. 4.4. Landlord may divide the statements referred to in Section 4.3 above into separate statement(s) for Tax Costs (as defined in Section 4.6 below) and Operating Costs (as defined in Section 4.7 below). Additionally, Tenant Landlord may estimate and measure Tax Costs or Operating Costs, or both, on a fiscal year instead of a calendar year basis, and in such event any and all references in this Article 4 to calendar year shall pay be deemed to refer to such fiscal year. 4.5. Notwithstanding anything to the cost contrary contained herein, under no circumstances shall the provisions of said auditthis Article 4 cause the then current rent to be reduced. Any reference to Landlord's "actual" Recurring Operating Costs in this Article 4 shall be deemed to include an allowance for any adjustment to reflect the level of occupancy of the Building to the extent provided for below.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance each year Tenant's Proportionate Share of Operating Costs during each Operating Year of the Lease Term (as defined below) and Real Property Taxes (collectively known as “Additional Rent”"OPERATING COST RENT"). Prior Landlord may make a good faith estimate of the Operating Cost Rent to be due by Tenant for any Operating year or part thereof during the Lease Term. During each Operating Year or partial Operating Year of the Lease Term, Tenant shall pay to Landlord, in advance concurrently with each monthly installment of Minimum Monthly Rent, an amount equal to the Commencement Date estimated Operating Cost Rent for such Operating Year or part thereof divided by the number of months therein. From time to time, Landlord may estimate and at least thirty (30) days prior re-estimate the Operating Cost Rent to be due by Tenant and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Operating Cost Rent payable by Tenant shall be appropriately adjusted in accordance with the estimations so that, by the end of the Operating Year in question, Tenant shall have paid all of the Operating Cost Rent as estimated by Landlord. Any amounts paid based on such an estimate shall be subject to adjustment as herein provided when actual Operating Costs are available for each Operating Year. In the event the Building is not fully occupied during any Operating Year, an adjustment shall be made by Landlord in calculating the Operating Costs for such Operating Year so that the Operating Costs shall be adjusted to the beginning amount that would have been incurred had the Building been occupied to the extent of 95% during such Operating Year. By May 1 of each calendar year thereafterOperating Year, or as soon thereafter as practicable, Landlord shall furnish to Tenant a written statement setting forth of Operating Costs for the following: previous year, adjusted as provided above (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”the "Operating Costs Statement"). If Tenant's payments of estimated Operating Cost Rent for the year covered by the Operating Costs Statement exceed Tenant's Proportionate Share of such items as indicated in the Operating Costs Statement, then Landlord shall promptly credit or reimburse Tenant for such excess; likewise, if Tenant's estimated payments of Operating Costs for such year are less than Tenant's share of such items as indicated in the Operating Costs Statement, then Tenant shall promptly pay to Landlord such deficiency, notwithstanding that the Monthly Estimated Rent beginning on Term has expired and Tenant has vacated the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day yearPremises. For each calendar year purposes of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing Tenant agrees to reimburse Landlord for Tenant's Proportionate Share (hereinafter defined) of (i) Real Property Taxes (hereinafter defined), (ii) Landlord's actual cost of obtaining and maintaining Landlord's Insurance (hereinafter defined), and (iii) the actual cost of any maintenance performed by Landlord under Paragraph 12A(2) below or which, in Landlord's reasonable discretion, is for the benefit of the Project as a whole and not reasonably allocable to any specific tenant or tenants (collectively, the ADJUSTMENTS). During each month of the term of this Lease, on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term)same day that Base Monthly Rent is due hereunder, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior Rent an amount equal to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount 1/12 of Tenant's Proportionate Share of the estimated total annual cost of the Adjustments, as determined by Landlord. Tenant authorizes Landlord to use such funds to pay such costs. The initial monthly payments of Adjustments are based upon Landlord's good faith estimates for the current Lease Year (hereinafter defined) and shall be increased or decreased each Lease Year to reflect the projected actual responsibility for Additional Rent, and (b) the sum cost of all Adjustments. If Tenant's Monthly Estimated Rent total payments made during the year. If the amount of are less than Tenant's Proportionate Share of the actual responsibility for Additional Rent exceeds the sum costs of Tenant's Monthly Estimated Rent paymentsall such items, Tenant shall pay the deficiency difference to Landlord within forty-five ten (4510) days after ▇▇▇▇▇▇'s receipt of such statementdemand. If the sum total payments of Tenant are more than Tenant's Proportionate Share of the actual costs of all such items, Landlord shall notify Tenant of such and retain such excess and credit it against Tenant's next. monthly estimated payments of Adjustments. The amount of the Base Monthly Rent and the estimated monthly payments (based upon a complete calendar month) of Tenant's Proportionate Share of the Adjustments for the Lease Year in which the date of this Lease occurs are as follows: (1) Base Monthly Estimated Rent payments during $20,170.58 (2) Real Property Taxes $3,723.80 (3) Insurance $310.32 (4) Maintenance $620.63 ---------- Initial Monthly Payment Total $24,825.33 ---------- ---------- TENANT'S PROPORTIONATE SHARE, as used in this Lease, shall mean a fraction, the year exceeds numerator of which is the amount number of Tenant's actual responsibility for Additional Rentsquare feet of rentable area contained in the Premises and the denominator of which is the entire number of square feet of rentable area contained in the Building (as to costs which do not materially vary based on the occupancy of the Building) or is the entire rented area contained in the Building (as to costs which do materially vary based on the occupancy of the Building). If the Project is part of a larger development constructed by Landlord on the Land (the DEVELOPMENT) and the Building and one or more other buildings on parts of the Development other than the Project share the benefit of or may properly be allocated a portion of any expense, Landlord shall pay reasonably allocate any such expense among the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, Building and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect other building(s) prior to ▇▇▇▇▇▇▇▇'s calculations of applying Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within Proportionate Share to such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditexpense.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of sum of (x) the amount (if any) by which Operating Costs for the period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. It is the intention of Landlord and Tenant that the Base Rent paid to Landlord be absolutely net of all increases in Operating Costs and Taxes over, respectively, the Base Operating Costs and Base Taxes, and the provisions of this Section 3.2 are intended to so provide. Tenant agrees that any Taxes or Operating Costs that accrue or are incurred during the Term of this Lease may be included in the calculation of Additional Rent, notwithstanding that such Taxes or Operating Costs may be payable by Landlord in arrears. (2) Prior to the end of the Term (prorated for any Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs and Taxes and Tenant’s Additional Rent for the Term)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 as additional rent one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs and Taxes for such year will vary from Landlord’s Insurance prior estimate, Landlord may, by notice to Tenant, revise the estimate for each year (and Additional Rent shall thereafter be payable based on the revised estimate). (3) As soon as defined below) reasonably practicable after the end of the Base Year and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (the “Landlord’s Statement”) in reasonable detailwith respect to such year, including supportive documentation, setting forth (a) showing Operating Costs and Taxes and Additional Rent for the amount of Tenant's actual responsibility for Additional Rentyear, and (b) the sum of Tenant's Monthly Estimated Rent total payments made during by Tenant with respect thereto. Unless Tenant raises any objections to the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord after receipt of the same, such Statement shall keep records showing all expenditures incurred as 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 for each calendar year for a period based thereon. If Tenant disputes the amount of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by stated in the Statement, Tenant may, at Tenant’s own cost and expense, designate, within ninety (90) days after receipt of that Statement, an independent certified public accountant to inspect Landlord’s records. Tenant is not entitled to request that inspection, however, if Tenant is then in default under this Lease. The accountant must be a member of a nationally recognized accounting firm and must not charge a fee based on the amount of Additional Rent that the accountant is able to save Tenant by the inspection. Tenant must give reasonable notice to Landlord of the request for inspection, and the inspection must be conducted in Landlord’s offices at a reasonable time or times. If, after that inspection, Tenant still disputes the Additional Rent, a certification of the proper amount shall be made, at Tenant’s expense, by Landlord’s independent certified public accountant. That certification shall be final and conclusive. Any objection of Tenant to the Statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on the Statement, nor shall any failure of Landlord to deliver the Statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on the Statement. (4) If Tenant’s Additional Rent as finally determined for the year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within ten (10) days of Tenant’s receipt of Landlord’s Statement in accordance with statement. If the delivery requirements in Section 12.2 and total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for the year, Tenant’s excess payment shall be resolved by credited toward the parties through consultation rent next due from Tenant under this Lease, unless such excess is more than Two Thousand and No/100ths Dollars ($2,000.00) and Tenant is not then in good faith within sixty (60) days of written notice of disputed chargedefault under this Lease, in which event such excess shall be refunded to Tenant. However, if For any partial calendar year at the dispute cannot be resolved within such period, the parties shall request an audit beginning or end of the disputed matter from an independentTerm, certified public accountant selected by both Landlord and Tenant, whose decision Additional Rent shall be based on generally accepted accounting principles and shall be final and binding prorated on the partiesbasis of a 365-day year by computing Tenant’s Share of increases in the Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. If there is a variance Notwithstanding the termination of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rentthis Lease, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), or Tenant shall pay to Landlord, as the cost case may be, within ten (10) days after Tenant’s receipt of said auditLandlord’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 the total amount previously paid by Tenant on account thereof.

Additional Rent. Commencing on the Commencement Date, for For each calendar year of the Term (prorated for any calendar year falling partially within during the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) , in addition to the Base Monthly Rent and Real Property Taxes (collectively known as “Additional Rent”)all other payments due under this Lease, an amount equal to the actual Operating Expenses for that year. Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafterLease Year, Landlord shall furnish will prepare and distribute to Tenant an "Estimated Schedule" setting out what Landlord believes to be the reasonably anticipated Operating Expenses for the succeeding Lease Year. The initial Estimated Schedule is annexed to this Lease as Exhibit B. The last distributed Estimated Schedule shall remain operational until replaced by a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly new Estimated Rent”)Schedule. Tenant shall pay to Landlord make payments against the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the TermOperating Expense Schedule. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after After the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) each year Landlord will reconcile the amount of Tenant's actual responsibility for Additional Rent, and (b) Operating Expenses to the sum of Tenant's Monthly Estimated Rent payments made during the yearSchedule. If Tenant has paid, on an estimated basis, an amount less than the amount of Tenant's actual responsibility Operating Expenses for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsaffected Year, Tenant shall pay the deficiency to Landlord difference between the Estimated Schedules and the actual Operating Expenses for the affected Year within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) 30 days of receipt of a written reconciliation and invoice. If the Tenant has paid, on an estimated basis, an amount more than the actual Operating Expenses for the affected year, Tenant shall receive a rental credit upon delivery to Tenant of the written reconciliation. If Landlord’s Statement in accordance with , for any reason, neglects or fails to timely provide the delivery requirements in Section 12.2 and required Estimated Schedule or reconciliation of Operating Expenses to Tenant, such failure shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within deemed a default under or breach of this Lease by Landlord for any purpose; neither shall it be deemed a waiver of any rights of Landlord to collect Tenant's Pro Rata Share of Operating Expenses, nor shall such period, the parties shall request an audit failure by Landlord excuse Tenant from performance of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination any of Tenant's actual responsibility for Additional Rent, Landlord shall pay obligations under the costs provisions of said audit and shall credit this Lease. Notwithstanding any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%)other provision of this Lease, Tenant shall pay the cost have no obligation to make a reconciliation payment to Landlord in connection with under-estimated Operating Expenses until 30 days after receipt of said audita written reconciliation and invoice. Payments made by Tenant pursuant to this Paragraph are sometimes called "Additional Rent."

Additional Rent. Commencing on the Commencement Date(a) In addition to Base Rent, for during each calendar year of the Term (prorated for any calendar year year, or portion thereof, falling partially within the Extended Term), Tenant Lessee shall pay to Landlord Lessor as additional rent Landlord’s Insurance Additional Rent hereunder Lessee's Ratable Share of the amount by which (i) Operating Expenses (as defined below) for the applicable calendar year exceeds Operating Expenses for the Base Year, and Real Property Taxes (collectively known ii) Tax Expenses (as “Additional Rent”)defined below) for the applicable calendar year exceeds Tax Expenses for the Base Year. Prior to January 1 of each calendar year during the Commencement Date Term, or as soon as practical thereafter, Lessor shall make a good faith estimate of Operating Expenses and at least Tax Expenses for the applicable full or partial calendar year and Lessee's Ratable Shares thereof. On or before the first day of each month during such calendar year, Lessee shall pay Lessor, as Additional Rent, a monthly installment equal to one-twelfth of Lessee's Ratable Share of (1) Lessor's estimate of the amount by which Operating Expenses for such calendar year will exceed Operating Expenses for the Base Year, and (2) Lessor's estimate of the amount by which Tax Expenses for such calendar year will exceed Tax Expenses for the Base Year. Lessor shall have the right from time to time during any such calendar year to reasonably revise the estimate of Operating Expenses and Tax Expenses for such year and provide Lessee with a revised statement therefor (provided, however, Lessor agrees that Lessor shall not issue a revised statement more than twice in any calendar year for Operating Expenses and twice in any calendar year for Tax Expenses), and thereafter the amount Lessee shall pay each month shall be based upon such revised estimate. If Lessor does not provide Lessee with an estimate of the Operating Expenses and/or Tax Expenses by January 1 of any calendar year, Lessee shall continue to pay a monthly installment based on the previous year's estimate until such time as Lessor provides Lessee with an estimate of Operating Expenses and/or Tax Expenses for the current year. Upon receipt of such current year's estimate, an adjustment shall be made for any month during the current year with respect to which Lessee paid monthly installments of Additional Rent based on the previous year's estimate. Lessee shall pay Lessor for any underpayment within thirty (30) days prior after Lessor's written demand. Any overpayment of Additional Rent shall, at Lessor's option, be refunded to Lessee or credited against the beginning installments of Additional Rent next coming due under the Lease. Any amount paid by Lessee based on any estimate shall be subject to adjustment pursuant to subsection 2.3(b) below when actual Operating Expenses or actual Tax Expenses, as applicable, are determined. (b) As soon as is practical following the end of each calendar year thereafterduring the Extended Term, Landlord Lessor shall furnish to Tenant Lessee a written statement setting forth of Lessor's actual Operating Expenses and Tax Expenses for the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s previous calendar year. If for any calendar year the Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent collected from Lessee for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, as a statement (“Landlord’s Statement”) result of Lessor's estimate of Operating Expenses or Tax Expenses, is in reasonable detail, including supportive documentation, setting forth (a) excess of Lessee's Ratable Share of the amount of Tenantby which Operating Expenses or Tax Expenses, as applicable, for such year exceeds Operating Expenses or Tax Expenses for the Base Year, then Lessor shall refund to Lessee any overpayment (or at Lessor's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the option apply such amount of Tenant's actual responsibility for against Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsdue or to become due hereunder). Likewise, Tenant Lessee shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional RentLessor, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If days after demand, any underpayment with respect to such calendar year whether or not the variance is less than five percent (5%)Lease has terminated prior to receipt by Lessee of a statement for such underpayment, Tenant it being understood that this clause shall pay survive the cost expiration or termination of said auditthe Lease."

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. Tenant Landlord _____ _______ (2) Prior to the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the Term)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 as additional rent 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 Insurance 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) As soon as defined below) reasonably practicable after the end of the Base Year and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentyear, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent total payments made during the yearby Tenant with respect thereto. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Unless Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects raises any objections to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant statement within thirty (30) daysdays after receipt of the same, such statement shall conclusively he deemed correct and Tenant shall have no right thereafer to dispute such statement or any item therein or the computation of Additional Rent based hereon. If Tenant does object to such statement, then Landlord shall provide Tenant with reasonable verification of the variance is less than five percent figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver Landlord’s statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s statement. (5%)4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the cost deficiency within fourteen (14) days of said audit.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 end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of the increases in Operating Costs and Taxes for the entire Year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within fourteen (14) 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, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof: If for any reason Base Taxes or Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant’s Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each year in which Taxes are reduced by any such exemption, ‘faxes for such year shall be calculated on the basis of the amount the Taxes for the year would have been in the absence of the exemption. 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 of the Term. Notwithstanding anything to the contrary in this Lease, if there is at any time a decrease in Taxes below the amount of the Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in which such decrease occurs and all subsequent periods, Base Taxes shell be reduced to equal the Taxes for the year in which the decrease occurs. Tenant Landlord _____ _______

Additional Rent. a.
All charges payable by Tenant under this Lease other than Base Monthly Rent are called and shall be deemed “Additional Rent.” Unless this Lease provides otherwise, Additional Rent then due is to be paid together with the next installment of Base Monthly Rent. The term “Rent” as used in this Lease shall mean Base Monthly Rent and Additional Rent. b.
Commencing on the first day following the one (1) year anniversary of the Commencement Date, Tenant shall pay, as Additional Rent, Tenant’s Pro Rata Share of the amount, if any, by which Expenses (as hereinafter defined) for each calendar year of during the Lease Term exceed Expenses during the Base Year (prorated for the “Expense Excess”). If Expenses in any calendar year falling partially within decrease below Expenses during the TermBase Year, Tenant’s Pro Rata Share of Expenses for that calendar year shall be zero dollars ($0). c.
Landlord shall provide Tenant with a good faith estimate of the Expense Excess for each calendar year during the Lease Term after the Base Year. On or before the first day of each calendar month during the Lease Term after the Base Year, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior a monthly installment equal to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Tenant’s Pro Rata Share of Landlord's ’s estimate of ▇▇▇▇▇▇'s the Expense Excess. If Landlord determines at any time that its good faith estimate of the Expense Excess was incorrect by a material amount, Landlord may provide Tenant with a revised estimate. After its receipt of the revised estimate, Tenant’s monthly payments shall be based upon the revised estimate. If Landlord does not provide Tenant with an estimate of the Expense Excess before the beginning of any calendar year, Tenant shall continue to pay monthly installments based on the previous year’s estimate(s) until Landlord provides Tenant with the new estimate. Upon delivery of the new estimate, an adjustment shall be made for any month for which Tenant paid monthly installments based on the previous year’s estimate(s). Any overpayment shall be credited against the next due future installment(s) of Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant underpayment within thirty (30) daysdays after 4824-0900-0329v5/27933-0139 receipt of the new estimate. The terms of the preceding sentence shall survive the expiration of the Lease Term or earlier termination of the Lease. d.
By no later than April 30 of each calendar year (commencing with the second calendar year after the Base Year), Landlord shall use commercially reasonable efforts to furnish Tenant with a statement of the actual Expenses and Expense Excess for the prior calendar year. If the variance estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, Landlord shall apply any overpayment by Tenant against Additional Rent due or next becoming due, provided if the Lease Term expires or is otherwise terminated before the determination of the overpayment, Landlord shall refund any overpayment to Tenant after first deducting any outstanding amount of Rent due. If the estimated Expense Excess for the prior calendar year is less than the actual Expense Excess for such prior calendar year, Tenant shall pay Landlord, within thirty (30) days after Tenant’s receipt of the statement of actual Expenses, any underpayment for the prior calendar year. Any delay or failure of Landlord in (i) delivering any estimate or statement described in this Article 5 or (ii) computing or billing Tenant’s Pro Rata Share of Expense Excess shall not constitute a waiver of Landlord’s right to require an increase in Additional Rent, or in any way impair the continuing obligations of Tenant under this Article 5. In the event of any dispute as to any Expense Excess due under this Article 5, an officer of Tenant or Tenant’s lease administrator or certified public accountant whose fee is not contingent on the outcome of the audit in any way shall have the right after reasonable notice and at reasonable times, but not more than once each calendar year, to inspect Landlord’s accounting records at Landlord’s accounting office. If after such inspection, Tenant still disputes such Expense Excess, upon Tenant’s written request therefor, a certification as to the proper amount of Expense Excess payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties shall submit such dispute to the American Arbitration Association to choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s Pro Rata Share of Expense Excess due by Tenant for the period in question. Such certification shall be final and conclusive as to all parties. If the certification reflects that Tenant has overpaid Tenant’s Pro Rata Share of Expense Excess for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Expense Excess or, at the request of Tenant, promptly refund such excess to Tenant, and conversely, if Tenant has underpaid Tenant’s Pro Rata Share of Expense Excess, Tenant shall promptly pay such additional Expense Excess to Landlord. Tenant agrees to pay the cost of such certification and the investigation with respect thereto unless it is determined that Landlord’s original statement was in error in Landlord’s favor by more than five percent (5%), Tenant in which event Landlord shall pay the cost of said auditthe certification and investigation. Tenant waives the right to dispute any matter relating to the calculation of Expense Excess under this Article 5 if any claim or dispute is not asserted in writing to Landlord within one hundred and eighty (180) days after delivery to Tenant of the original billing statement for the actual Expenses with respect thereto. The terms of this Section shall survive expiration of the Lease Term or earlier termination of this Lease.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as "Additional Rent" for each calendar year or portion thereof during the Term Tenant's Share of the Term sum of (prorated x) Operating Costs for any such period, and (y) Taxes for such period. (2) Prior to the beginning of each calendar year, Landlord shall notify Tenant of Landlord's estimate of Operating Costs, Taxes and Tenant's Additional Rent for the following calendar year. Commencing on the first day of January of each calendar year falling partially within and continuing on the Term)first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent Landlord’s Insurance one-twelfth (as defined below1/12th) and Real Property Taxes (collectively known as “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). Prior to . (3) As soon as reasonably practicable after the Commencement Date end of the Base Year and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay with respect to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detailshowing Operating Costs, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, Taxes and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of the year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord's statement within three (3) years following each yearafter 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 permit Tenant reasonable access to Landlord's books and records shall be made available of Landlord pertaining to Operating Costs, Taxes and Additional Rent for inspection the year for the purpose of verification of the figures shown on the statement. Tenant may, upon ten (10) days advance written notice, audit, inspect and photocopying by Tenant and/or its agents during ordinary business hours at copy the books and records of Landlord’s principal office. Any dispute , with respect to ▇▇▇▇▇▇▇▇'s calculations of any costs or item which is passed through to Tenant's actual responsibility for Additional Rent must be raised . Any such audit or inspection performed by a third party contracted by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by performed only on a non-contingent fee basis. Landlord must cooperate with Tenant in providing Tenant reasonable access to its books and records during normal business hours for this purpose. If the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit results of the disputed matter from audit shows an independent, certified public accountant selected overcharge to Tenant of the actual amount owned by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional RentLandlord must, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) daysdays of completion of such audit, credit or refund to Tenant, at Landlord election, any overcharge discovered by the audit. If the variance is less than five percent overcharge exceeds the actual Operating Costs by 3%, Landlord must pay the reasonable costs of such audit. If such audit discloses an undercharge to Tenant, Tenant must pay Landlord the amount of such undercharge within thirty (5%)30) days of completion of such audit. The parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord's statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in a timely manner relieve Tenant of Tenant's obligation to pay any amounts due Landlord based on Landlord's statement. (4) If Tenant's Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the cost deficiency within ten (10) days of said auditTenant'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 end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Share of Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within ten (10) 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, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof.

Additional Rent. Commencing Tenant will pay as additional rent ("Additional --------------- Rent") at the times herein stated (if no times are stated, then on the Commencement Date, for each calendar year first day of the Term month after Landlord notifies Tenant of the amount of such additional rent, except that any additional rent resulting from the adjustments provided below determined after the Expiration Date of the Lease shall be paid within thirty days after Landlord notifies Tenant of the additional amount due): (prorated for i) Increases in Real Estate Taxes. Tenant's Allocated Share of ------------------------------ Increases in Real Estate Taxes (as defined in the Basic Lease Provisions). At any calendar year falling partially time or times after the Base Year, Landlord may submit to Tenant a statement of Landlord's reasonable estimate of any such tax increase over the Real Estate Taxes during the Base Year and within the Term)thirty (30) days after delivery of such statement and each month thereafter, Tenant shall pay to Landlord Landlord, as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior monthly rent, an amount equal to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlordthe amount determined to be Tenant's estimate Allocated Share of such increase. Within ninety (90) days after the expiration of each calendar year in which Tenant's monthly rent is increased pursuant to this paragraph, Landlord may submit, or upon the request of Tenant, Landlord shall submit, a statement showing the determination of the actual amount of the total increase and Tenant's Allocated Share of such increase, together with a copy of the Real Estate Tax ▇▇▇▇▇▇. If such statement shows that Tenant's Additional Rent (“Monthly Estimated Rent”)monthly payments pursuant to this paragraph exceeded Tenant's Allocated Share of the actual increase incurred for the preceding calendar year, then Tenant may deduct such overpayment from its next payment or payments of monthly rent. If such statement shows that Tenant's share of Landlord's actual increase exceeded Tenant's monthly payments for the preceding calendar year, then Tenant shall pay the total amount of such deficiency to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five within thirty (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6030) days after the end delivery of such statement. In the event that the Lease Expiration Date is not December 31st, the increase to be paid by Tenant for the calendar year, a statement (“Landlord’s Statement”) year in reasonable detail, including supportive documentation, setting forth (a) which the Lease Expiration Date occurs shall be determined by multiplying the amount of Tenant's actual responsibility share thereof for Additional Rent, the full calendar year by a fraction with the number of days during such calendar year prior to the Lease Expiration Date as the numerator and (b) with 365 as the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receiptdenominator. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If represents that there is a variance no abatement, credit or deferral of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility Real Estate Taxes for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditYear.

Additional Rent. Commencing on It is understood that the Commencement Date, for each calendar year Rent set forth in paragraph 3 of the Term (prorated Lease was negotiated in anticipation that the Tenant pays for any calendar year falling partially within a pro-rata share of the Term)Operating Expenses not paid directly by Tenant, defined in paragraph 5 of the Lease. Therefore, in order that Rent payable throughout the term of this Lease shall reflect such costs, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as its pro-rata share of the Operating Expenses defined below) and Real Property Taxes (collectively known as “Additional Rent”)in paragraph 5. Prior to the Commencement Date and at least thirty (30) days prior to At the beginning of the Lease Term and within 60 days after the first day of each calendar year thereafter, year. Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's an estimate of ▇▇▇▇▇▇'s Additional RentTenant’s pro-rata share of Operating Expenses, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)not paid directly by Tenant, defined in Paragraph 5 for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the Monthly Estimated Rent beginning on same time and place as the Commencement Date and on the first day of every successive calendar month thereafter during the Termbase rent is to be paid pursuant to paragraph 3, above. Monthly Estimated Rent for Landlord will furnish a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year statement of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish actual cost with respect to Tenant by written notice, delivered in accordance with Article 22 and within the reimbursable expenses no later than sixty (60) days after following the end of such calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, a for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) would have had if delivered within the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the yeartime specified above. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall will pay the any deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of as shown by such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant statement within thirty (30) daysdays after receipt of statement. If the variance is less than total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the Operating Expenses in accordance with generally accepted accounting principles. Upon five percent (5%)) business days notice, Tenant shall pay have the cost right to inspect the books and records at the office of said auditthe Landlord or its Manager.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as "Additional Rent" for each calendar year of or portion thereof during the Term Tenant's Share of Operating Costs for such period. (prorated 2) Prior to the beginning of each calendar year, Landlord shall notify Tenant of Landlord's estimate of Operating Costs and Tenant's Additional Rent for any the following calendar year. Commencing on the first day of January of each calendar year falling partially within and continuing on the Term)first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent Landlord’s Insurance one-twelfth (as defined below1/12th) and Real Property Taxes (collectively known as “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). Prior to . (3) As soon as reasonably practicable after the Commencement Date and at least thirty (30) days prior to the beginning end of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less but not later than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) 120 days after the end of such each calendar year, in any event), Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs and Additional Rent for the year, and the total payments made by Tenant with respect thereto. Except as otherwise provided herein, unless Tenant raises any objections to Landlord's statement within fifteen (“15) months after 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 reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s Statement”) 's statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in reasonable detail, including supportive documentation, setting forth (a) the amount a timely manner relieve Tenant of Tenant's actual responsibility obligation to pay any amounts due Landlord based on Landlord's statement. Within fifteen (15) months after receipt of Landlord's annual reconciliation statement, Tenant shall have the right, during normal business hours and upon reasonable advance notice to Landlord, to review or audit Landlord's books and records pertaining to Operating Costs set forth in said reconciliation statement. Further, Tenant may only perform one such review or audit in each calendar year during the Term and any such review or audit shall be performed at the offices of Landlord or such other location in the Twin Cities that Landlord may reasonably select. In the event that Landlord's review or audit discloses that Landlord has overcharged Tenant, (i) Tenant may also review the prior year's reconciliation statement (notwithstanding the 15 month cut off for Additional Rentreview of same described above), to the extent Tenant has not already performed an audit on same, and (bii) Landlord shall promptly reimburse Tenant for the sum of excess amounts paid by Tenant's Monthly Estimated Rent payments made during . In the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of event that any such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year overage exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying actually owed by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety more than five (905) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent), Landlord shall pay promptly reimburse Tenant for the costs out of said pocket cost of its audit (excluding, travel, meals and shall credit any overpayment toward lodging) and if the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to dollar amount of the overcharge exceeds the amount actually owed by Tenant within thirty (30) days. If the variance is less by more than five percent (5%), Landlord shall pay interest at the Interest Rate on any sums from July 1 of the calendar year with respect to which such overcharge occurred until payment is received by the Tenant. (4) If Tenant's Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the cost deficiency within thirty (30) days of said auditTenant'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, at Tenant's option, either be credited toward the rent next due from Tenant under this Lease, or be refunded by Landlord in cash within thirty (30) days after notifying Landlord in writing of its election to receive such cash payment. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Share of Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, 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, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), A. Tenant shall pay to Landlord, as Additional Rent, for each or fractional year during the Term and the Renewal Term(s), if exercised, Tenant’s Pro Rata Share of the Operating Expenses for the Building. Tenant’s payment is hereinafter referred to as the “Operating Expense Payment” and shall be due in accordance with the following: During the initial Three (3) year Lease Term, Tenant’s pro-rata share of the Operating Expenses will be fixed at a rate of $2.15 per square foot. At the beginning of the first Renewal Term, if exercised, Landlord shall furnish Tenant with a statement of the actual operating expense payments for the preceding year and provide Tenant with the corresponding adjustment to Tenant’s pro rata share of the Operating Expenses for the first year of the Renewal Term. At the beginning of all subsequent calendar years during the Renewal Term(s) (or as additional rent soon thereafter as is practical) Landlord shall furnish Tenant with a statement of the actual Operating Expense Payment for the preceding year. If Tenant’s actual Operating Expense Payment for such preceding year, as shown on Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to statement, exceeds the Commencement Date and at least aggregate of the monthly installments of Tenant’s Operating Expense Payments paid during the preceding year, within thirty (30) days prior after Landlord’s delivery of such statement, Tenant shall make a lump sum payment to Landlord in the amount of such excess. If Tenant’s actual Operating Expense Payment as shown on Landlord’s statement is less than the aggregate of the monthly installments actually paid by Tenant during such preceding year, then Landlord shall apply such amount to the beginning next accruing installment(s) of each calendar Additional Rent due from Tenant under this paragraph 6 until fully credited to Tenant. If for any reason Landlord has not provided Tenant with the Estimate by January 31 of any year thereafterduring the Renewal Term, then Tenant shall continue to pay the previous year’s Tenant’s Operating Expense Payment. The foregoing notwithstanding, Landlord shall furnish have the right from time to Tenant a written statement setting forth time during any year to adjust such Estimate. A pro rata adjustment shall be made to Tenant’s Operating Expense Payment for the following: years in which the Term of the Lease begins and ends, as necessary. B. If the Building is not fully occupied (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and meaning one hundred percent (b) a calculation of one-twelfth (1/12100%) of Landlord's estimate the Net Rentable Area of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter Building) during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar any full or fractional year of the Term or if Landlord effects a reduction in which either the number of square feet of Net Usable Area in the Premises or in the Building, Tenant’s Operating Expense Payment shall remain its Pro Rata Share as determined at the beginning of this Lease. C. All sums of money or charges required to be paid by Tenant is responsible for paying under this Lease other than Basic Rent shall be deemed Additional Rent, Landlord Rent hereunder and all remedies applicable to the non payment of Basic Rent shall furnish to Tenant by written notice, delivered in accordance with Article 22 be applicable thereto. All Basic Rent and within sixty Additional Rent (60) days after the end of such calendar year, a statement (collectively “Landlord’s Statementrent”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rentshall be paid without prior notice or demand, and (b) the sum of without any counterclaim, set-off, deduction, recoupment, credit or defense whatsoever, it being understood and agreed that Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall ’s covenant to pay the deficiency rent is hereby deemed to be, and shall be, independent of the obligations of Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statementhereunder. If All payments shall be applied to the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the earliest amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling then due. Landlord’s Statement No receipt and/or acceptance by landlord of any sums shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receiptdeemed a waiver of any default by Tenant. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall have the right to require rent payments to be made available for inspection and photocopying in cash, by Tenant and/or its agents during ordinary business hours at Landlordmoney order or by cashier’s principal officecheck or certified check. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement A late charge in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance amount of five percent (5%) of any overdue amount, whether Basic Rent or more between said decision Additional Rent or both, shall be immediately due and Landlord's determination owing by Tenant to Landlord as Additional Rent for any payment delinquent ten (10) days after the due date. Payment of Tenant's actual responsibility for Additional Rent, Landlord a late charge shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay not cure such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditdefault.

Additional Rent. Commencing on the Commencement DateIn addition to Base Monthly Rent, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant Subtenant shall pay to Landlord Sublandlord the Pro Rata Share of all Operating Expenses (described as “Tenant’s Allocable Share of Reimbursable Operating Costs” in the Master Lease, as well as all insurance costs and taxes pursuant to Sections 9 and 10 (respectively) of the Master Lease), and all other additional rent Landlordand other charges, however described, payable under the Master Lease by Sublandlord, applicable to the Sublease Term as tenant under the Master Lease, with respect to the Subleased Premises or Subtenant’s Insurance use and occupancy thereof during the Fixturing Period and the Sublease Term (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least Subtenant shall pay such amount within thirty (30) days prior of receipt of an invoice therefor from Sublandlord. Sublandlord shall provide Subtenant with copies of Master Landlord’s statements as to Additional Rent. With respect to any portion of the beginning Sublease Term not ending on the last day of each a calendar year thereafteror fiscal year, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate amount of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s the Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month payable by Subtenant shall be prorated on a daily basis pro rated based on a three hundred sixty-five (365) day 365 days year. For each calendar year Upon written request of Sublandlord, Subtenant shall make monthly payments equal to one twelfth of Master Landlord’s estimate of the Term in Additional Rent which Tenant is responsible will be payable for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the current year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant Such payments shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward be made monthly in advance together with the payments of the Base Monthly Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling duedue hereunder. Landlord’s Statement Any surplus shall be final promptly refunded to Subtenant and binding upon Landlord and Tenant unless Tenant objects any deficiency shall be promptly paid by Subtenant to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Sublandlord once actual Additional Rent for each calendar year for a the applicable period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditare finally determined.

Additional Rent. Commencing on (a) In addition to the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term)Base Rent provided in Section 1(g) hereof, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (Additional Rent Tenant's share of Excess Expenses for each Expense Year during the term of this Lease as defined below) and Real Property Taxes (collectively known as “Additional Rent”)provided in this Section. Prior to Within 90 days after the Commencement Date and at least thirty (30) days prior to the beginning commencement of each calendar year thereafterExpense Year (or such longer period of time as Landlord reasonably requires for preparation of the statement), Landlord shall furnish to give Tenant a written statement setting forth the following: (a) notice of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentthe amount payable under this Section for the Expense Year. On the first day of each month during the Expense Year, and (b) a calculation of Tenant shall be liable to pay to Landlord one-twelfth (1/12) of such estimated amount. Until, if such notice is given, Tenant shall continue to pay on the basis of the prior year's estimate. On receipt of the notice, the estimated amount shall be divided into twelve (12) equal monthly installments; and on the first day of the month following such notice, Tenant shall pay an amount equal to one monthly installment multiplied by the number of months from January of such Expense Year to the month of payment, less any payments already made for those months, plus the monthly installment due on the date of such payment, and on the first day of each succeeding month in such Expense Year, shall pay to Landlord an amount equal to one monthly installment. Within 120 days after the end of each Expense Year in which Tenant is obligated to pay Excess Expenses (or such longer period of time as Landlord reasonably requires for preparation of the statement), Landlord shall furnish Tenant with a statement ("Landlord's estimate Expense Statement") setting forth in reasonable detail the actual Expenses for such Expense Year, and Tenant's share of ▇▇▇▇▇▇Excess Expenses. If Tenant's Additional Rent (“Monthly Estimated Rent”). Share of the actual Excess Expenses for such Expense Year exceeds the estimated Excess Expenses paid by Tenant for such Expense Year, Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five difference within fifteen (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6015) days after receipt of Landlord's Expense Statement; and if the end of total amount paid by Tenant for any such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Expenses for such Expense Year exceeds Tenant's Share of actual responsibility Excess - Expenses for Additional Rentsuch Expense Year, and (b) such excess shall be credited against the sum next installment of estimated Excess Expenses or other Rent due from Tenant to Landlord hereunder or if the Lease Term has expired, shall be paid to Tenant concurrently with delivery of Landlord's Statement. If any part of the first or the last years of the Lease Term shall include part of an Expense Year, Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, obligations under this Section shall be apportioned so that Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt only for such parts of such statement. If Expense Years as are included in the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditTerm.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and continuing through the end of the Term, Lessee shall pay to Lessor in readily available funds, without deduction, offset, or demand, monthly, in advance, Lessee’s pro rata share of Lessor’s cost of fire and extended coverage insurance, as well as Lessor’s cost of liability and property damage insurance, so far as such costs are attributable to the Property. Lessee shall also reimburse Lessor for real property taxes and general and special assessments, and for Lessee’s pro rata share of the Lessor’s expenses of maintenance and repair of the parking areas and the exterior of the Property. All such pro rata amounts described in this paragraph 9.B. shall be deemed “Lessee Reimbursements.” Lessee Reimbursement shall be deemed to be additional rent and are due and payable separately from Rent. Lessee Reimbursements shall be calculated by multiplying the total amount of all such costs described above by the percentage of the Property that is occupied by Lessee at the time the Lessee Reimbursement is due. If Lessee takes possession of additional space in the Property or abandons or otherwise vacates space in the Property other than on the first day after the Lessee Reimbursement is due, the amount of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month Lessee Reimbursement shall be prorated on at the rate of 1/365 per day. The late charge provisions set out above shall also apply to these Lessee reimbursements due Lessor. Lessor shall provide Lessee with a daily basis based on a three hundred sixty-five (365) day year. For each calendar year copy of the Term property tax ▇▇▇▇ in which Tenant is responsible order to establish the basis of Lessee Reimbursements due for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 taxes and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rentassessments, and (b) a copy of the sum payment statement for fire and extended coverage insurance and for liability and property damage insurance applicable for the period during which Lessee Reimbursements are due hereunder, as well as copies of Tenant's Monthly Estimated Rent payments made during invoices for Lessor’s cost of maintenance and repair for which Lessee Reimbursements are due. Lessor shall provide Lessee with the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after property tax ▇▇▇▇▇▇'s receipt , insurance bills, and copies of maintenance charges 30 days before such statementcharges are due. Lessee may audit Lessor’s said tax, insurance, and maintenance records at its own expense. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord Lessee shall fail to pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement any additional rent in accordance with the delivery requirements in Section 12.2 terms hereof, Lessor shall have all the rights and remedies with respect thereto as Lessor has for nonpayment of Rent. Lessee shall be resolved by responsible for payment of the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. Howeverfollowing as applicable to the Property and/or Additional Property, if the dispute cannot be resolved within such periodapplicable (collectively, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for “Additional Rent”): all utilities as required in this Agreement, Landlord shall pay the costs of said audit all general maintenance and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment repairs Lessee is required to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditperform pursuant to this Agreement.

Additional Rent. Commencing on For purposes of this Lease, Tena▇▇'▇ "ADDITIONAL RENT" for any Fiscal Year (or portion thereof) shall mean the product of (a) Net Rentable Area of the Premises multiplied by (b) the difference between (1) the Operating Expenses divided by the Net Rentable Area of the Building minus (ii) the Expense Stop, all as applicable for the period in question. By the Commencement Date, Landlord shall estimate the Additional Rent to be due by Tenant for each calendar year the balance of the Term (prorated Fiscal Year in which the Commencement Date occurs. Thereafter, unless Landlord delivers to Tenant a revision of the estimated Additional Rent, Tenant shall pay to Landlord, coincident with Tenant's payment of Base Rent, an amount equal to the estimated Additional Rent for the remainder of such year divided by the number of months remaining in such year. From time to time during any calendar year falling partially within Fiscal Year, Landlord may estimate and re-estimate the Additional Rent to be due by Tenant for that Fiscal Year and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Additional Rent payable by Tenant shall be approximately adjusted in accordance with the estimation so that, by the end of the Fiscal Year, Tenant shall have paid all of the Additional Rent as estimated by Land▇▇▇▇. ▇▇ter the conclusion of each Fiscal Year during the Term), and after the termination or expiration of the Term, Landlord shall deliver to Tenant a statement of actual Additional Rent due by Tenant for the Fiscal Year (or, with respect to termination or expiration, the portion of the Fiscal Year) just ended. Within 30 days thereafter, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, or Landlord shall furnish to Tenant a written statement setting forth credit against the following: (a) Landlord's estimate next installment of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent due by Tenant (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, or Landlord shall furnish refund to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within Term has expired and all payments due by Tenant to Landlord have been paid in full) the difference between the actual Additional Rent due for such periodyear and the estimated Additional Rent paid by Tenant during such year. Tenant may review, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord at Tena▇▇'▇ ▇xpense and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.after giving

Additional Rent. Commencing on the Commencement DateIn addition to Basic Rent, for each calendar year of the Term (prorated for any calendar year falling partially within Tenant promises to pay Additional Rent to Landlord during the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as follows. “Additional Rent”, for a particular year (which is deemed for this Section to include the partial first or last year of the Term, if such first or last year is not a full year). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: means (a) Landlord's estimate Tenant’s Proportionate Share (but not less than zero) of ▇▇▇▇▇▇'s the excess of Operating Costs for such year over Operating Costs in the Base Year, (b) Tenant’s Proportionate Share (but not less than zero) of the excess of Real Estate Taxes for such year over Real Estate Taxes in the Base Year, (c) Tenant’s Proportionate Share of the Additional RentPass Through Costs for such year, and (bd) a calculation Tenant’s Proportionate Share of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)Electrical Costs for such year. Tenant shall pay to Landlord the Monthly Estimated Rent beginning Beginning on the Rent Commencement Date Date, and continuing on the first day of every successive each calendar month thereafter thereafter, Tenant will pay Estimated Additional Rent to Landlord. “Estimated Additional Rent” means monthly installments of Additional Rent in amounts estimated by Landlord. (Because the Base Year is 2011, the Operating Costs and Real Estate Taxes component of Estimated Additional Rent (and Additional Rent itself) will be -$0- through December 31, 2011.) If Landlord increases Estimated Additional Rent during a year, Tenant will promptly pay to Landlord the Term. Monthly amount of the increase multiplied by the number of Estimated Additional Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day payments that Tenant has already paid to Landlord in such year. For After each calendar year of the Term in which Tenant is responsible for paying Additional Rentyear, Landlord shall furnish will deliver a statement to Tenant showing both the Estimated Additional Rent paid by written noticeTenant and the amount of Additional Rent owing by Tenant for such year, delivered in accordance with Article 22 and detailing expenses by category (a “Statement”). Landlord will provide the Statement to Tenant within sixty (60) 150 days after the end of such calendar yeareach year (the “Statement Due Date”). Tenant will pay any underpayment of Additional Rent to Landlord upon receipt of a Statement or invoice from Landlord (payable in three equal installments in each of the three months following Tenant’s receipt of the Statement if the underpayment exceeds 10% of the aggregate Additional Rent paid by Tenant in the period covered by the Statement), a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) and Landlord will either refund any overpayment of Additional Rent to Tenant or credit future Additional Rent by the amount of any overpayment. “Tenant's actual responsibility ’s Proportionate Share” means a fraction, the numerator of which is the rentable area of the Premises and the denominator of which is the rentable area of the Project. With respect to any item, good, or service, Landlord may exclude from the denominator the rentable area of any tenant that is paying Landlord or the provider directly for Additional Rentsuch item, good, or service. Initially, Tenant’s Proportionate Share is the Initial Proportionate Share. Landlord (or any successor to Landlord) may not require Tenant to pay for any item, good, or service that Landlord does not include in a Statement (or supplement to a Statement) for more than (x) 120 days following the final resolution of any dispute or litigation, arbitration, mediation, or other proceeding concerning the validity or amount of Real Estate Taxes and (by) 18 months following the sum first Statement Due Date after Landlord pays for any other item, good, or service (i.e., other than Real Estate Taxes). Furthermore, Landlord fails to provide a Statement to Tenant on or before the Statement Due Date, then any overpayment by Tenant of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds will accrue interest at the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay Default Rate from the deficiency to Statement Due Date until the Date such amount is paid by Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at (to be paid by Landlord to Tenant in the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments same manner that such overpayment of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%paid), Tenant shall pay the cost of said audit.

Additional Rent. (a) Commencing on the Rent Commencement Date, for each calendar year Date and continuing thereafter through the term of the Term Lease and any extension thereof, Tenant shall pay all general and special real and Personal property taxes and assessments relating to the Premises or T▇▇▇▇▇’s personal property locate& 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 year. As soon as feasible (prorated but in no event later than 90 days) after the commencement of each Lease year, Landlord will furnish Tenant a statement (“Landlords Statement”) showing the following: (i) The amount of Additional Rent due Landlord for the previous Lease year, less credit for Additional Rent Deposits paid, if any; (ii) Estimated real property taxes and assessments for the new Lease year; (iii) Estimated insurance premiums for the new Lease year; (iv) Estimates for any calendar year falling partially within other costs Landlord is entitled to as Additional Rent; and (v) The Additional Rent Deposit due monthly in the Term)then current Lease year, including the amount or revised amount due for months prior to the rendition of the statement. (b) Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least within thirty (30) days prior after receipt of such statement any amounts of Additional Rent then due in accordance with Landlords Statement. Any amounts due from Landlord to Tenant pursuant to this Section shall be credited to the beginning of each calendar year thereafterAdditional Rent Deposit next coming due, Landlord shall furnish or refunded to Tenant a written statement setting forth if the following: Term has already expired (awhich obligation shall survive such expiration) Landlord's estimate of provided T▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)▇ is not in default hereunder. Tenant No interest or penalties shall pay accrue on any amounts which Landlord is obligated to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish credit to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end reason of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling dueSection. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects failure to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to deliver L▇▇▇▇▇▇▇▇'s calculations ’s Statement or in computing the 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 actual responsibility for ’s obligations to pay such amounts. The Additional Rent must Deposit shall be raised credited against Additional Rent due for 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 that may not be finally determined until after the termination of this Lease. Tenants obligation to pay Additional Rent (and L▇▇▇▇▇▇▇’s obligation to reimburse Tenant for any excess estimated payments made by Tenant) survives the expiration or termination of the Lease. Tenant within ninety will remit all taxes and insurance due as detailed in section 5(a) directly to Landlord and Landlord will pay directly to the taxing authorities and insurance provider. (90c) 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 of receipt of following the date upon which L▇▇▇▇▇▇▇’s Statement is delivered to Tenant, to examine the Landlord’s books and records with respect to the items in Landlord’s Statement during normal business hours, upon written notice, delivered at least three (3) business days in accordance with advance. If T▇▇▇▇▇ does not object in writing to Landlord’s Statement within one year of T▇▇▇▇▇’s receipt thereof, specifying the delivery requirements nature of the item in Section 12.2 dispute and the reasons therefor, then L▇▇▇▇▇▇▇’s Statement shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be considered final and binding on the partiesaccepted by T▇▇▇▇▇. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay promptly repay Tenant for any overpayments which Tenant or its auditors identify, together with interest thereon at the costs of said audit and shall credit any overpayment toward Interest Rate from the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to date paid by Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audituntil refunded in full.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as "Additional Rent" for each calendar year or portion thereof during the Term Tenant's Share of the Term sum of (prorated for any calendar year falling partially within x) the Term)amount of Operating Costs, Tenant shall pay to Landlord as additional rent Landlord’s Insurance and (as defined belowy) and Real Property Taxes the amount of Taxes. (collectively known as “Additional Rent”). 2) Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to notify Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇Operating Costs, Taxes and Tenant's Additional Rent for the following calendar year (“Monthly Estimated Rent”or first partial year following the Commencement Date). Tenant shall pay to Landlord the Monthly Estimated Rent beginning Commencing on the Commencement Date Date, and in subsequent calendar years, on the first day of January of each calendar year and continuing on the first day of every successive calendar month thereafter during in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the TermAdditional Rent, as reasonably estimated by Landlord for such full calendar year. Monthly Estimated If Landlord thereafter reasonably 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 for a period of less than one month shall thereafter be prorated on a daily basis payable based on a three hundred sixty-five the revised estimate). (3653) day year. For As soon as reasonably practicable after the end of each calendar year of the Term in which Tenant is responsible for paying Additional Rentyear, Landlord shall furnish Tenant a statement with respect to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detailshowing Operating Costs, including supportive documentation, setting forth (a) Taxes and Additional Rent for the amount of Tenant's actual responsibility for Additional Rentyear, and (b) the sum of Tenant's Monthly Estimated Rent total payments made during the yearby Tenant with respect thereto. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Unless Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects raises any objections to Landlord’s Statement 's statement within ninety (90) days from receiptafter 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 keep records showing all expenditures incurred as Additional Rent provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord's statement and resolution of any dispute shall not postpone the time for each calendar year payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in a timely manner relieve Tenant of Tenant's obligation to pay any amounts due Landlord based on Landlord's statement. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not be responsible for a period payment of Operating Costs billed to Tenant more than three (3) years following each the applicable calendar year, and such records . In no event shall be the Operating Costs used by Landlord in determining Tenant's Share of Operating Costs exceed one hundred percent (100%) of the actual Operating Costs incurred by Landlord (including the management fees contained above) in connection with the Project. (4) If Tenant's Additional Rent as finally determined for any calendar year exceeds the total payments made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations on account thereof, Tenant shall pay Landlord the deficiency within the earlier of (a) the later of (ii) twenty (20) days after Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with 's statement, or (ii) the delivery requirements in Section 12.2 and first (1st) day of the month when Tenant's next installment of Base Rent is payable to Landlord, or (b) thirty-one (31) days after 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 resolved by credited toward the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, rent next due from Tenant under this Lease or refunded to Tenant if such credit is payable following the dispute cannot be resolved within such period, the parties shall request an audit expiration of the disputed matter from an independentTerm. For any partial calendar year at the beginning or end of the Term, certified public accountant selected by both Landlord and Tenant, whose decision Additional Rent shall be based on generally accepted accounting principles and shall be final and binding prorated on the parties. If there is basis of a variance of five percent (5%) or more between said decision and Landlord's determination of 365-day year by computing Tenant's actual responsibility Share of the Operating Costs and Taxes for Additional Rentthe entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant or Tenant shall pay to Landlord, as the case may be, within thirty (30) daysdays 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, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Taxes for any year during the variance Term are reduced, refunded or otherwise changed, Tenant's Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Project being leased to a tenant that is less than five percent (5%)entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each year in which Taxes are reduced by any such exemption, Taxes for such year shall be calculated on the basis of the amount the Taxes for the year would have been in the absence of the exemption. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall pay survive the cost expiration of said auditthe Term.

Additional Rent. Commencing on All additional rent actually paid to Seller under the Commencement DateTenant Leases, including, without limitation, charges or reimbursements for each real estate taxes, insurance or operating expenses (including estimated payments thereof), parking charges and charges for special services owed under the applicable Tenant Lease (collectively, “Expenses”) shall be prorated as follows: Seller will be solely responsible for reconciling any Expenses and additional rents for the 2021 calendar year and Seller may b▇▇▇ Tenants directly for any remaining amounts owed in connection with such reconciliation. With respect to the 2022 calendar year, Seller shall provide Purchaser following Closing with copies of all applicable invoices in Seller’s possession and after Closing shall promptly forward to Purchaser any operating expense bills received by Seller for payment out of additional rent received from the applicable Tenant. Purchaser shall be responsible for reconciling the 2022 calendar year Expenses and additional rents, and Purchaser shall provide Seller (for Seller’s review and approval) with a written reconciliation of the Term same (prorated for any calendar year falling partially within the Term)“Reconciliation Statement”) on or before the earlier of (i) March 31, Tenant shall pay to Landlord as additional rent Landlord’s Insurance 2023 and (as defined belowii) and Real Property Taxes the date that is ten (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (3010) days prior to the beginning date landlord is required to deliver the Reconciliation Statement to the applicable tenant under the applicable Tenant Lease. Within ten (10) days following Seller’s approval of each calendar year thereafterthe Reconciliation Statement, Landlord Purchaser shall furnish forward the Reconciliation Statement to the Tenants. Purchaser hereby covenants to use commercially reasonable efforts to enforce the provisions of the Tenant Leases which require the Tenants and/or third parties to reimburse the landlord for the Property with respect to the 2022 reconciliation period. If the costs incurred by Seller for Expenses exceed the receipts of Seller for Expenses (subject to what the applicable Tenant Lease permits the landlord to collect for the Tenant) for the period from January 1, 2022 to Closing, on a written statement setting forth Tenant-by-Tenant basis, then Purchaser shall pay to Seller (upon receipt) on a prorated basis to the following: extent the reconciliation is collected from the applicable Tenant the amount of this shortfall upon receipt of 2022 year-end reconciliation payments for Expenses from the Tenant(s) for which a Seller shortfall exists. In the event Seller or Purchaser receives an invoice for Expenses after the Closing relating to a period prior to the Closing and less than one hundred percent (a100%) Landlord's estimate of ▇▇▇▇▇▇'s the cost of such invoice is collectable under the applicable Tenant Leases, Seller and Purchaser agree that any such Expenses shall be pro-rated between Seller and Purchaser in an equitable manner. If, at Closing, there are any amounts of additional rent outstanding for any period prior to January 1, 2022, such amounts shall not be apportioned at Closing (collectively, “Pre 2022 Outstanding Additional Rent”) but such Pre 2022 Outstanding Additional Rent shall remain payable to Seller by the applicable Tenant(s) and Seller shall have the right to collect such amounts from the applicable Tenants after Closing, provided (i) Seller shall have no right commence any legal proceeding against a tenant to collect such Pre 2022 Outstanding Additional Rent, (ii) Purchaser and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay Seller agreed to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation work together in good faith within sixty after Closing to collect any Pre 2022 Outstanding Additional Rent owed to Seller and (60iii) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties Purchaser shall request an audit of the disputed matter promptly pay to Seller any Pre 2022 Outstanding Additional Rent received by Purchaser from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditafter Closing.

Additional Rent. Commencing Beginning January 1, 2002, as additional rent, the Tenant will pay one hundred percent (100%) of the amount by which the real property taxes and fire insurance premiums on the Commencement Date, Premises for each calendar the year 2002 exceed the amount of such taxes and premiums for the base year 2001 (the "Additional Rent"). Landlord shall furnish Tenant with a written statement of the Term (prorated Estimated Additional Rent for any calendar year falling partially within the Term)Premises on or before December 1, 2001 and each December 1 thereafter. Tenant shall pay to Landlord as additional rent the Additional Rent in equal monthly installments, based upon the Estimated Additional Rent provided by Landlord’s Insurance . Within ninety (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (3090) days prior to after the beginning close of each calendar year thereafterduring the lease term during which Tenant is paying Additional Rent, the Landlord shall furnish deliver to the Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Actual Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord for the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive preceding calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for such Actual Additional Rent exceeds the sum of Tenant's Monthly Estimated Additional Rent paymentsfor such year, Tenant shall pay the deficiency amount of such excess to Landlord as Additional Rent within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statementstatement by Tenant. If such statement shows such costs to be less than the Estimated Additional Rent, then the amount of such overpayment by Tenant shall be credited by Landlord to the next immediate Rent payable by Tenant. Tenant shall have the right, at Tenant's expense, to audit Landlord's books and records regarding Actual Additional Rent. If the sum of Tenantaudit reveals that Landlord's Monthly Estimated Rent payments during the year exceeds statement is determined to be in error by more than three percent (3%), the amount of Tenant's actual responsibility for Additional RentRent payable by Tenant shall be recalculated based on the results of such audit. If this lease terminates during the middle of a calendar year, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments amount of Base any adjustment between Actual Additional Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must the year in which such termination occurs shall be raised prorated. Any amount payable by Landlord to Tenant or by Tenant to Landlord with respect to such adjustment shall be payable within ninety forty-five (9045) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit Landlord to Tenant of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance Statement of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Actual Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay with respect to such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audityear.

Additional Rent. Commencing on All sums payable to Landlord by Tenant under this Lease other than Base Rent are “Additional Rent”; the Commencement Date, for each calendar year term “Rent” includes both Base Rent and Additional Rent. It is the specific intention of the Term (prorated Landlord and the Tenant that this Lease is a “triple net lease,” that the Base Rent shall be absolutely net to the Landlord, and that, except for any calendar year falling partially within obligations under this Lease specifically assigned to the Term)Landlord, the Tenant shall pay costs and expenses (in whatever form) related to the Premises or the Landlord as additional rent Landlord’s Insurance Personalty or their upkeep and maintenance, which expenses are attributable to any period during the Lease Term. Landlord will estimate in advance and charge to Tenant the following costs (collectively, the “Tenant Costs”), which Tenant will pay throughout the Occupancy Period (as defined below) and as Additional Rent each month (along with payment of the monthly Base Rent) in the amount of one-twelfth (1/12) of the Landlord’s total annual estimate: (a) Landlord Insurance Costs for which Tenant is responsible under Article 8 of this Lease, (b) Real Property Taxes under Article 5 of this Lease; (collectively known c) all Operating Expenses under Section 4.05 of this Lease, and (d) the expense for modifications due to changes in the law as “Additional Rent”)set forth in Section 7.03 of this Lease. Prior The monthly amount estimated by Landlord to be paid by Tenant to Landlord for Tenant Costs may be adjusted by Landlord during the Commencement Date and at least first 90 days of each calendar year by providing written notice to Tenant of such adjusted amount no later than thirty (30) days prior to the beginning effective date of such increase, together with the estimated calculations and rationale for such adjustment. Following the end of each calendar year thereafterduring which this Lease is in effect, Landlord shall will furnish to Tenant a written statement setting forth showing the following: (a) Landlord's estimate total amount of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Costs items paid or incurred by Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Termpreceding calendar year, itemized by category, reconciled against the payments received by Landlord from Tenant for such Tenant Costs. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five Within thirty (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6030) days after the end of such calendar year, a statement (“LandlordTenant’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall there will be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both adjustment between Landlord and Tenant, whose decision shall be based on generally accepted accounting principles with payment to or credit given by Landlord (as the case may be). “Occupancy Period” means the period from the time Tenant first enters the Premises, throughout the Lease Term and shall be final and binding on for as long as Tenant remains in the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditPremises thereafter.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as "ADDITIONAL RENT" for each calendar year or portion thereof during the Term, the sum of (x) Tenant's Operating Costs Share of the Term amount of Operating Costs, and (prorated y) the Tenant's Tax Share of the amount of Taxes for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance such period. (as defined below2) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Scheduled Final Rent Commencement Date Landlord shall notify Tenant of Landlord's estimate of Operating Costs, Taxes and at least thirty (30) days Tenant's Additional Rent for the first calendar year in which the Scheduled Final Rent Commencement Date; and prior to the beginning of each calendar year thereafter, Landlord shall furnish to notify Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇Operating Costs, Taxes and Tenant's Additional Rent (“Monthly Estimated Rent”)for such following calendar year. Commencing on each Partial Rent Commencement Date, Tenant shall pay to Landlord one-twelfth (1/12th) of the Monthly Estimated estimated annual Additional Rent beginning with respect to each such floor of the Premises (it being agreed that Additional Rent payable by Tenant shall commence independently following each Partial Rent Commencement Date), and continuing through the end of the first partial calendar year. For calendar years following the first partial year, commencing on the Commencement Date first day of January of each calendar year and continuing on the first day of every successive calendar month thereafter during in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the Termestimated annual Additional Rent. Monthly Estimated 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 for a period of less than one month shall thereafter be prorated on a daily basis payable based on a three hundred sixty-five the revised estimate). (3653) day year. For As soon as reasonably practicable after the end of each calendar year of the Term in which Tenant is responsible for paying Additional Rentyear, Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the year, and the total payments made by Tenant by written notice, delivered in accordance with Article 22 and respect thereto. Unless Tenant raises any objections to Landlord's statement within sixty one hundred eighty (60180) days after receipt of the end 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 calendar yearstatement, 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. Any objection of Tenant to Landlord's statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount timely manner relieve Tenant of Tenant's actual responsibility for Additional Rent, and obligation to pay any amounts due Landlord based on Landlord's statement. (b4) the sum of If Tenant's Monthly Estimated Additional Rent as finally established for any calendar year exceeds the total payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsby Tenant on account thereof, Tenant shall pay Landlord the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) daysdays of Tenant's receipt of Landlord's statement. If the variance is less than five percent (5%)total payments made by Tenant on account thereof exceed Tenant's Additional Rent as finally established 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 end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Operating Costs Share of the Operating Costs and Tenant's Tax Share of the Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the cost case may be, within thirty (30) days after Tenant's receipt of said auditLandlord's final statement for the calendar year in which this Lease terminates, the difference between Tenant's Additional Rent for that year, as finally established by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant's Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Project being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of calculating Additional Rent for each year in which Taxes are reduced by any such exemption, Taxes for such year shall be calculated on the basis of the amount the Taxes for the year would have been in the absence of the exemption. 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 of the Term.

Additional Rent. (A) Tenant shall pay to Landlord, as Additional Rent, Tenant's Pro Rata Share of Taxes which in any calendar year exceed the actual Taxes for the 1997 calendar year. Said amount shall be prorated if the Commencement Date does not coincide with the beginning or the expiration date does not coincide with the end of a calendar year. (B) Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning pay, with each monthly Installment of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Fixed Rent, and (b) a calculation of one-twelfth (1/12) of Landlordthe amount reasonably estimated by Landlord to be due as Tenant's estimate Pro Rata Share of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)excess Taxes for the following calendar year. Tenant If Taxes for the following calendar year are not known, monthly installments shall pay to Landlord the Monthly Estimated Rent beginning be based on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each current calendar year of with immediate adjustment as soon as said Taxes become known. If at the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish time any Taxes or installments thereof are required to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after be paid the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the total amount of Tenant's actual responsibility for Additional Rent, and (b) the sum monthly payments on account of excess Taxes are insufficient to pay Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsPro Rata Share thereof, Tenant shall pay the such deficiency to Landlord within forty-five (455) days after ▇▇▇▇▇▇'s receipt of such statementdemand therefor. If any payment on account of excess Taxes shall be due for the sum of Tenant's Monthly Estimated Rent payments during calendar year in which the year exceeds the amount of Tenant's actual responsibility for Additional RentCommencement Date occurs, Landlord Tenant shall pay the excess said amount to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If days following Landlord's demand therefor. (C) Should any taxing authority impose any separate additional taxes on the variance is less than five percent (5%)value of any improvements made by Tenant, or include machinery, equipment, fixtures, inventory or other personal property or assets of Tenant, then Tenant shall pay the cost entire tax attributable to such items. Tenant shall pay any sales, use, occupancy, value added (if the value added is not in lieu of said auditTaxes as described in Section 3.2D) or similar tax hereafter levied or imposed in connection with the Fixed or Additional Rent payable by Tenant. (D) The term Taxes shall mean (i) the total amount of Taxes payable with respect to the Building and the Building Parcel and all improvements thereon, including the Parking Garage, plus (ii) one-quarter (1/4) of the total amount of Taxes payable with respect to or attributable to the Auxiliary Areas. Taxes shall include all real estate taxes, assessments, water and sewer rents and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, foreseeable and unforeseeable, including any and all fees or expenses incurred in connection with the institution, prosecution, conduct and maintenance of negotiations, settlements, actions or proceedings with respect to the amount of any Taxes, and each and every installment thereof which shall or may during the Term of this Lease be levied, assessed, imposed, become due and payable or a lien upon or arise in connection with the use, occupancy or possession of or grow due or payable out of or for, the Building, the Parking Garage, the land constituting the Building Parcel or any part thereof or improvements thereon, and the Auxiliary Areas or any part thereof or improvements thereon, but excluding, however, any of the foregoing relating to any charge which is measured by the consumption by the actual user of the item or service for which the charge is made. A Tax ▇▇▇▇ or copy thereof submitted by Landlord to Tenant shall be conclusive evidence of the amount of Taxes or installments thereof. (E) Nothing herein contained shall be construed to include as part of the Taxes described in Section 3.2 D any inheritance, estate, succession, transfer, gift, franchise, corporation income or profit tax or capital levy that is or may be imposed upon Landlord provided, however, that if, at any time during the Term, the method of taxation prevailing at the time of the execution of this Lease shall be altered so that in lieu of or as a substitute for the whole or any part of the Taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (i) a tax on the rents received from real estate, or (ii) a license fee measured by the rents receivable by Landlord for the Building or the Parking Garage or any portion thereof or (iii) a tax or license fee imposed on Landlord which is otherwise measured by or based, in whole or in part, upon the Building or the Parking Garage or any portion thereof or (iv) any other tax or levy imposed in lieu of or as a supplement to Taxes which are in existence as of the date of the execution of this Lease, then the same shall be included in the determination of Tenant's Pro Rata Share of excess Taxes, computed as if the amount of such tax or fee so payable were that due if the Building, the Parking Garage, the Building Parcel and Auxiliary Areas were the only property of Landlord subject thereto. (F) In the event Landlord shall obtain a Tax refund as a result of tax reduction proceedings, then, after the final conclusion of all appeals or other remedies, Tenant shall, provided Tenant is not then in default, be entitled to its Pro Rata Share of the net refund obtained, based upon any amount paid by Tenant which is the subject of the refund. As used herein, the term "net refund" means the refund plus interest thereon, if any, paid by the Governmental Authority less appraisal, administrative, engineering, expert testimony, attorney, printing and filing fees and all other costs and expenses of the proceeding. Tenant shall not have the right to institute or participate in any such proceedings, it being understood that the commencement, maintenance, settlement, or conduct thereof shall be in the sale discretion of Landlord.

Additional Rent. Commencing During the term hereof, Tenant agrees to pay the Landlord at the address as shown herein, or at such other place as the Landlord may from time to time designate in writing, “Additional Rent,” in an amount equal to the amount by which eight (8%) percent of “Gross Sales,” as defined hereinafter, exceeds the Minimum Rent described above. The Additional Rent for each month of the term hereof shall be paid on the Commencement Datefirst day of the second following month, for each calendar year example, the Additional Rent for January shall be paid on March 1. Tenant shall keep or cause to be kept, full, complete, and proper books, records and accounts of the Term Gross Sales and credits of each separate department and concession at any time operated in the demised premises; said books, records and accounts, including any sales tax reports that Tenant may be required to furnish to any governmental agency, shall at all reasonable times be open to the inspection of Landlord, Landlord’s auditor or other authorized representative or agent. At Landlord’s expense, Landlord may cause at any reasonable time upon fifteen (prorated 15) days prior notice to Tenant a complete audit to be made of Tenant’s records relating to Gross Sales for the period covered by any calendar year falling partially within statement issued by Tenant pursuant to this Lease; provided, however, that if such records are found to be incorrect to the Term)extent of three-percent (3%) or more over the Gross Sales figure submitted by Tenant, Tenant shall pay for such audit. Tenant shall promptly pay to Landlord any deficiency, or Landlord shall promptly credit to Tenant’s account any overpayment, as additional rent Landlordthe case may be, which is established by such audit. Landlord shall have the right to audit Tenant’s Insurance (as defined below) books and Real Property Taxes (collectively known as “Additional Rent”)records with respect to Gross Sales twice during any Lease Year. Prior to the Commencement Date and at least Within thirty (30) days prior to after the beginning close of each calendar year thereafterLease Year, Landlord a final adjustment and accounting for each Lease Year shall furnish be had to Tenant a written statement setting forth determine the following: (a) Landlord's estimate Gross Sales of ▇▇▇▇▇▇'s Additional Rentthe preceding Lease Year, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of rent paid by Tenant during such preceding Lease Year, including the rent based upon the percentage of Gross Sales. In the event the amounts of rent for said Lease Year actually paid by Tenant exceed eight percent (8%) of Gross Sales as so computed on a twelve month basis, then such excess rental payments shall be promptly credited by Landlord to Tenant's actual responsibility ’s account; provided, however, that Tenant shall never pay for Additional Rent, and (b) any Lease Year less than the sum of Tenant's Monthly Estimated Minimum Rent payments made during provided for above. In the year. If event the amount of Tenant's actual responsibility for Additional Rent exceeds the sum rent paid by Tenant is less than eight percent (8%) of Tenant's Monthly Estimated Rent paymentsGross Sales, Tenant shall pay the deficiency difference to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt Landlord. All debits and credits arising under the terms of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement paragraph shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement paid in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant event within thirty (30) daysdays of the completion of the final adjustment and accounting. If the variance is less than five percent (5%), Tenant shall pay continuously during the cost entire term of this Lease, operate said auditbusiness on said Premises with due diligence and efficiency as to reasonably produce the maximum return to Landlord.

Additional Rent. Commencing In addition to the Base Rent, commencing on the first anniversary of the Conversion Date (the "Additional Rent Commencement Date, for each calendar year of ") the Term (prorated for any calendar year falling partially within the Term), Tenant Lessee shall pay to Landlord as the Lessor additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “the "Additional Rent”). Prior ") which shall equal, in each fiscal year, the sum of (i) the Additional Rent payable with respect to the immediately preceding fiscal year plus (ii) an amount equal to twenty percent (20%) of Excess Gross Revenues for the then current fiscal year. Additional Rent shall accrue commencing on the Additional Rent Commencement Date and at least thirty (30) days prior to shall be payable during the beginning of each calendar year thereafterTerm, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentquarterly in arrears, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and commencing on the first day of every successive calendar month thereafter during the Termfirst fiscal quarter commencing after the Additional Rent Commencement Date occurs and there shall be an annual reconciliation as provided in Section 3.2 below. Monthly Estimated Notwithstanding the foregoing, in no event shall any increase to the Additional Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five any fiscal year exceed two percent (3652%) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments total of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute payable with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for the immediately preceding fiscal year. Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and payable hereunder for any fractional fiscal year shall be resolved prorated so that such Additional Rent shall equal the product of (x) the Additional Rent payable with respect to the immediately preceding fiscal year plus an amount equal to twenty percent (20%) of the annualized Excess Gross Revenues for the applicable fractional fiscal year multiplied by (y) a fraction (the "Proration Factor"), the numerator of which is the number of days in the applicable fractional fiscal year and the denominator of which is 365; provided, however, that, in no event shall the Additional Rent payable during (A) the fiscal year in which the Additional Rent Commencement Date occurs exceed the product of two percent (2%) of the total of Base Rent payable with respect to the immediately preceding fiscal year multiplied by the parties through consultation in good faith within sixty applicable Proration Factor and (60B) days any other fractional fiscal year increase by more than the product of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit two percent (2%) of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance total of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated and Additional Rent payment falling due or pay such overpayment payable with respect to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay immediately preceding fiscal year multiplied by the cost of said auditapplicable Proration Factor.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth In accordance with the following: (a) Landlord's estimate of , ▇▇▇▇▇▇'s Additional Rent▇ shall under the terms, conditions and provisions hereinafter provided, pay to LESSOR as additional rent, the following: REAL ESTATE TAXES 1. If real estate taxes upon the land and buildings (the "Property"), of which the Premises are a part, for any tax year exceed the real estate base tax amount, whether by reason of an increase in either the tax rate or the assessed valuation or both, LESSEE shall pay to LESSOR as additional rent within ten (10) days after billing therefor, an amount equal to the product of (a) such excess over the base taxes and (b) a calculation the following fraction: Square Footage of Lessee's Premises Aggregate of All the Rentable Square Footage -------------------------------------------- (whether or not rented or improved within the entire building) Effective April 1, 1997, LESSEE shall pay monthly, at the ---- time when Rent payments are due hereunder, an amount equal to one-twelfth (1/12) of Landlord's estimate the total of annual real estate taxes (as estimated by ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)) due from LESSEE to LESSOR pursuant to this Subsection 8.1. Tenant Promptly after the determination by any taxing authority of real estate taxes upon the Building for each tax year, LESSOR shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for make a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year determination of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish real estate taxes allocated to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional RentPremises, and (b) if the sum of Tenant's Monthly Estimated Rent aforesaid payments theretofore made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after such tax year by ▇▇▇▇▇▇'s receipt of ▇ exceed the real estate taxes allocated to the Premises, such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord overpayment shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward be credited against the payments thereafter to be made by LESSEE pursuant to this paragraph; and if the real estate taxes allocated to the Premises for such tax year are greater than such payments theretofore made on account for such tax year, LESSEE shall within ten (10) days of Base Rent and written notice from the LESSOR make a suitable payment to LESSOR. Xerox copies of tax bills submitted by ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement ▇ with any such statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receiptconclusive evidence of the amount of real estate taxes charged, assessed or imposed. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each After the full assessment year, and such records the initial monthly payment on account of the real estate taxes allocated to the Premises shall be made available replaced each year by a payment which is one-twelfth (1/12th) of the real estate taxes allocated to the Premises for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal officethe immediately preceding tax year. 2. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations For the purposes of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such periodthis clause, the parties term "Tax Year" shall request an audit mean the twelve month period commencing on July 1st (or any month as it may apply and/or change for the city, town or municipality tax period) immediately preceding the Commencement Date and each twelve month period thereafter during the term of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditthis Lease.

Additional Rent. Commencing on (a) Taxes, Insurance and Common Area Maintenance (1) In the Commencement Dateevent the "Tax, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance and Common Area Maintenance Expenses" (as defined below) of the Building shall in any calendar year during the term of this Lease exceed the sum of $Base Year 1998 per square foot, then -------------- with respect to such excess (the "Tax, Insurance and Real Property Taxes Common Area Maintenance Differential"), Tenant agrees to pay as additional rental Tenant's pro rata share of the Tax, Insurance and Common Area Maintenance Differential within ten (collectively known as “Additional Rent”)10) days following receipt of an invoice from Landlord stating the amount due. Prior The pro rata share to be paid by Tenant is Sixteen and Thirty Two Hundredths --------------------------------- percent (16.32%) subject, however, to adjustment for any expansion of the Leased ----- Premises. In the case of a multi-building Project, if such Tax, Insurance and Common Area Maintenance Expenses are not separately assessed to the Commencement Date Building but are assessed against the Project as a whole, Landlord shall determine the portion of such Tax, Insurance and at least thirty Common Area Maintenance Expenses allocable to the Building in which the Leased Premises are located. (302) days At or prior to the beginning commencement of each calendar year thereafterthis Lease and at any time during the Lease term, Landlord shall furnish may deliver to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentany additional rent applicable to the Leased Premises (based on the pro rata share stated above) which may be anticipated for excess Tax, Insurance and (b) a calculation of Common Area Maintenance Expenses during the calendar year in which this Lease commences or for any succeeding calendar year, as the case may be. Based upon such written estimate, the monthly Base Rental shall be increased by one-twelfth (1/12) of Landlordthe estimated additional rent. (3) Statements showing the actual Tax and Insurance Expenses (as well as the actual Common Area Maintenance Expenses, as defined in Paragraph 6(b) below) and Tenant's estimate proportionate share thereof (hereinafter referred to as the "Statement of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month Actual Adjustment") shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each delivered by Landlord to Tenant after any calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant additional rental was paid or due by written notice, delivered in accordance with Article 22 and within sixty Tenant. Within ten (6010) days after the end delivery by Landlord to Tenant of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount Statement of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsActual Adjustment, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility any additional rental shown on such statement as being due and unpaid. If such Statement of Actual Adjustment shows that Tenant has paid more than the amount of additional rental actually due from Tenant for Additional Rentthe preceding calendar year and if Tenant is not then in default under this Lease, Landlord shall pay credit the amount of such excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling Rental installment due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditfrom Tenant.

Additional Rent. Commencing on the Rent Commencement Date, Subtenant shall be responsible for, and shall reimburse Tenant for each calendar year Subtenant’s Share of storm drain cleaning for the Term (prorated for Property; any calendar year falling partially within management fees Tenant pays to Landlord pursuant to the TermMaster Lease; and any costs that Tenant incurs with regard to its performance of activities described in Master Lease Sections 5(B)(3) and 5(B)(5), real property taxes, and insurance that Tenant shall pay is required to Landlord maintain pursuant to the Master Lease. For purposes of this Sublease, any amounts payable by Subtenant hereunder, in addition to and at the same time as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (the Base Rent, is referred to collectively known as “Additional Rent”). Prior to Within thirty (30) days of the Commencement Date Date, and thereafter at least thirty (30) days prior to the beginning commencement of each calendar year thereafterduring the Term, Landlord or as soon thereafter as commercially practicable, Tenant shall furnish to Tenant Subtenant with a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s estimated monthly Additional Rent for such calendar year (or partial year, as the case may be) (the “Monthly Estimated RentCosts”). Tenant Subtenant shall pay to Landlord include the Monthly monthly Estimated Rent beginning on the Commencement Date and on the first day Costs with its monthly payment of every successive calendar month thereafter during the TermBase Rent. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five Within ninety (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6090) days after the end close of each calendar year, or as soon thereafter as commercially practicable, Tenant shall deliver to Subtenant a written statement setting forth the actual costs of items included as Additional Rent, during that calendar year (the “Actual Costs”). If the Actual Costs exceed the Estimated Costs paid by Subtenant to Tenant for such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant Subtenant shall pay the deficiency to Landlord Tenant such excess within forty-five ten (4510) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum statement shows such Actual Costs to be less than the Estimated Costs, then Tenant shall credit the difference against Additional Rent due for the calendar months next following receipt of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the ’s written statement, or, if this Lease has not expired, may credit or within thirty days after the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlordterm expiration (subject to any delay in Tenant’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with any reimbursement therefor that Tenant is entitled to from Master Lessor) refund the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, difference to Subtenant if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditterm has expired.

Additional Rent. EXPENSE STOP 4.1 Commencing on the Commencement Date, for each calendar year thirteenth (13th) month of the Lease Term (prorated and continuing for the Term and any calendar year falling partially within extensions of the Term)Lease, Tenant shall covenants and agrees to pay to Landlord as additional rent, Tenant's Pro Rata Share of Direct Costs during each Operating Year of the Lease Term. 4.2 The Minimum Monthly Rent includes (and after any rent Landlord’s Insurance adjustment under this Lease will be deemed to include) an amount equal to one-twelfth (as defined below1/12th) and Real Property Taxes (collectively known as “Additional Rent”)of the Expense Stop. Prior to the Commencement Date and at least thirty (30) days prior to the beginning end of each calendar year thereafterOperating Year, Landlord shall furnish to provide Tenant with a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇Tenant's Additional Rent (“Pro Rata Share of Direct Costs for the next succeeding Operating Year. If the estimate of Tenant's Pro Rata Share of the Direct Costs exceeds the Expense Stop, Tenant agrees to pay Landlord, in addition to and concurrently with each payment of the Minimum Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than the next Operating Year, an amount equal to one month shall be prorated on a daily basis based on a three hundred sixty-five twelfth (3651/12th) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rentexcess. Notwithstanding the foregoing, Landlord shall furnish may, monthly, provide Tenant with a revised estimate of the Direct Costs for the current Operating Year. If the revised estimate of Direct Costs exceeds Landlord's original estimate of Direct Costs for that Operating Year, Tenant agrees to Tenant pay Landlord, in addition to and concurrently with the Minimum Monthly Rent for the remainder of the Operating Year, Tenant's Pro Rata Share of the excess divided by written notice, delivered the number of remaining months in accordance with Article 22 and within the Operating Year. 4.3 Within approximately sixty (60) days after the end of such calendar yeareach Operating Year, Landlord shall provide Tenant with a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) showing the amount of actual Direct Costs for the preceding Operating Year and any adjustments to be made as a result thereof. If Tenant's Pro Rata Share of the actual responsibility for Additional Rent, and (b) Direct Costs paid or incurred by Landlord during such Operating Year exceeds the sum estimates of Tenant's Monthly Estimated Rent payments made Direct Costs paid by Tenant during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentssame Operating Year, Tenant shall pay Landlord the deficiency excess at the time the next succeeding payment of Minimum Monthly Rent is payable. If the sum of (i) Tenant's estimated payments for the Operating Year plus (ii) the Expense Stop exceeds Tenant's Pro Rata Share of the Landlord's actual Direct Costs during such Operating Year, and if Tenant's Pro Rata Share of Direct Costs exceeds the Expense Stop, Landlord shall apply the excess of such sum over Landlord's actual Direct Costs to payments next falling due under this Article. In no event shall the Minimum Monthly Rent be reduced below that set forth in Section 3.1. Any other provision of Article 4 to the contrary notwithstanding, commencing on the first anniversary of the Expense Commencement Date, for purposes of calculating the Tenant's Pro Rata Share of Direct Costs payable by the Tenant, any increase in Direct Costs (excluding all increases in costs incurred by Landlord within forty-five (45) days after for utility costs, taxes, assessments, Gainey Ranch Association Fees and Landlord's property and liability ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds nce) for an Operating Year over the amount of Tenantsuch costs for the preceding Operating Year shall be limited to the lesser of (i) the actual increase of Adjusted Direct Costs for the Operating Year or (ii) seven percent (7%) of the prior Operating Year's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such periodDirect Costs. 4.4 As used herein, the parties following terms shall request an audit of have the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on meanings set forth opposite the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.respective term:

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant Subtenant shall pay to Landlord Sublandlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”)) all expenses incurred by Sublandlord due to Subtenant’s use of the Sublease Space and all other costs incurred under the Lease for the Sublease Space. Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant Subtenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional RentSublandlord, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year Expense Year that occurs in whole or in part during the Sublease Term, an amount (the “Sublease Escalation”) equal to Subtenant’s Share (as hereinafter defined) of the excess (if any) of (x) the amount payable by Sublandlord to Landlord for such Expense Year under Section 4 of the Lease (both estimates as well as actuals) in respect of escalations in Expenses and Taxes over (y) the amount payable by Sublandlord to Landlord for the Expense Year ending on December 31, 2016, under the Lease in respect of escalations in Expenses and Taxes. If the expiration date of the Sublease Term occurs on a period day other than the last day of three an Expense Year, then the Sublease Escalation for such Expense Year shall be a pro-rated amount (3) years following each yearcomputed on a per diem basis), based upon the number of days within such Expense Year occurring within the Sublease Term. “Subtenant’s Share” means 22.95%, which percentage the parties agree is Subtenant’s percentage share of the Premises applicable to the Sublease Space and is subject to appropriate adjustment after the date hereof if either the size of the Premises or the size of the Sublease Space is increased or decreased. During the Sublease Term, Subtenant has the right to request from Sublandlord a copy of the Statement (as that term is defined in Section 4.4.1 of the Original Lease), the Estimate Statement (as that term is defined in Section 4.4.2 of the Original Lease), and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute any back-up information that Landlord has delivered to Sublandlord with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's the actual responsibility Expenses and Taxes for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditpreceding calendar year.

Additional Rent. Commencing Tenant covenants to pay without notice, deduction, set-off or abatement to Landlord the Additional Rent in lawful money of the United States in equal consecutive monthly installments in advance on the Commencement Datefirst day of each month during the Lease Term. Additional Rent for any partial month shall be prorated on a per diem basis. Additional Rent shall be payable to Landlord at Landlord's Address or such other place as Landlord may designate in writing. In order to provide for current payments of Additional Rent reasonably estimated by Land▇▇▇▇ ▇▇▇m time to time commencing on the first day of the month following the month in which Landlord notifies Tenant of the amount of such Additional Rent. If, as finally determined, the amount of Additional Rent owing by Tenant shall be greater than or less than the aggregate of all installments so paid to Landlord for each calendar year of year, the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day amount of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rentsuch underpayment, or Landlord shall furnish to credit Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) for the amount of Tenant's actual responsibility for Additional Rentsuch overpayment, and (b) as the sum of Tenant's Monthly Estimated Rent payments made during case may be. It is the year. If intention hereunder to estimate the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period then to adjust such estimate in the following year based on the actual amount of three (3) years following each yearAdditional Rent owing. The obligation of Tenant with respect to the payment of Additional Rent shall survive the termination of this Lease. Any payment, and such records refund or credit made pursuant to this paragraph shall be made available for inspection and photocopying by without prejudice to any right of Tenant and/or to dispute the amount of Additional Rent owing, or the right of Landlord to correct any items as billed pursuant to the provisions hereof. Within 30 days of the date Landlord notifies Tenant of the amount of Additional Rent owing, Tenant or its agents authorized agent shall have the right to inspect the books of Landlord during ordinary the business hours of Landlord at Landlord’s principal officesuch location that Landlord may specify, for the purpose of verifying such amount. Any dispute with respect Unless Tenant asserts specific errors within such 30 days, such notification by Landlord shall be deemed to ▇▇▇▇▇▇▇▇'s calculations of be correct. No decrease in Additional Rent shall reduce Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days liability hereunder below the amount of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditpayable hereunder.

Additional Rent. Commencing (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 under the terms of this Lease shall be considered “Additional Rent” payable in the same manner and upon the same terms and conditions as the Minimum Annual Rent reserved hereunder except as set forth herein to the contrary. Any failure on the Commencement Date, part of Tenant to pay such Additional Rent when and as the same shall become due shall entitle Landlord to the remedies available to it for each calendar year non-payment of Minimum Annual Rent. (b) In addition to the Term (prorated for any calendar year falling partially within the Term)Minimum Annual Rent, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of for each calendar year thereafterduring the Lease Term, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s as Additional Rent, Tenant’s Proportionate Share of all costs and expenses incurred by Landlord during the Lease Term for Operating Expenses (bas hereinafter defined) a calculation for the Building and the common areas associated therewith. (c) In addition to the Minimum Annual Rent and Tenant’s share of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Operating Expenses, Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each yearduring the Lease Term, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for as Additional Rent must be raised (i) any increase in insurance premiums and deductibles (payable by Tenant within ninety Landlord) over the base amount paid in the -3- Base Year; and (90ii) days the amount by which all Real Estate Taxes (as herein defined) for each tax year exceeds all Real Estate Taxes for the Base Year. (d) For purposes of receipt this Lease, “Operating Expenses” shall mean all of Landlord’s Statement expenses for operation, repair, and maintenance to keep the Building and the common areas associated therewith in accordance with good order, condition and repair (including all additional direct costs and expenses of operation and maintenance of the delivery requirements Building which Landlord reasonably determines it would have paid or incurred during such year if the Building had been fully occupied), including, but not limited to, management or administrative fees (which shall not exceed 3.5% of the Minimum Annual Rent due under this Lease); utilities; insurance deductibles: stormwater discharge fees; license, permit, inspection and other fees; fees and assessments imposed by any covenants or owners’ association; security services; and maintenance, repair and replacement of the driveways, parking areas (including snow removal), exterior lighting, landscaped areas, walkways, curbs, drainage strips, sewer lines, exterior walls, foundation, structural frame, roof and gutters. The cost of any Operating Expenses that are capital in Section 12.2 and nature shall be resolved amortized over the useful life of such improvement (as reasonably determined by Landlord), and only the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision amortized portion shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditincluded in Operating Expenses.

Additional Rent. Commencing on A. Tenant shall pay to Landlord in addition to Base Rent during the Commencement Date, for each calendar year Lease term additional rent ("Additional Rent") equal to the sum of the Term following: 1. Tenant's Share of all Real Property Taxes relating to the Property as set forth in Paragraph 11, unless Tenant shall pay the Real Property taxes directly to the charging authority; 2. Tenant's Share of all Operating Expenses relating to the Buildings and the Property as set forth in Paragraph 7, except to the extent Tenant maintains and repairs the Buildings as provided herein; 3. All other charges, costs and expenses which Tenant is required to pay hereunder and all damages, 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, including attorney's fees and court costs; and B. 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 Base Rent. Tenant's Share of all expenses to be paid by it with respect to the Buildings and Tenant's Share of all expenses to be paid by it with respect to the Property are separately set forth in the Lease Summary. Except as provided below, Additional Rent due hereunder shall be paid to Landlord within thirty (prorated for any calendar year falling partially within the Term)30) days of written notice by Landlord. At Landlord's option, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to monthly, in advance, on the Commencement Date and at least thirty (30) days prior to the beginning first day of each calendar year thereaftermonth Tenant's Share of an amount estimated by Landlord to be Landlord's approximately monthly expenditure for such items included in Additional Rent (the "Estimated Monthly Expense"). Actual expenses incurred by Landlord shall be reconciled against the Estimated Monthly Expense by Landlord, at its option, or at the end of each calendar quarter or year. Within one hundred twenty (120) days following each calendar quarter or year, as the case may be, Landlord shall furnish to Tenant a written statement setting forth of the following: (a) actual expenses incurred by Landlord for such period. If Tenant's total payments of the Estimated Monthly Expense for such period are less than the amount of actual expenses incurred by Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day amount of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five such deficiency within thirty (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6030) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's total payments of the Estimated Monthly Estimated Rent payments during the year exceeds the amount of Tenant's Expense exceed actual responsibility expenses incurred by Landlord for Additional Rentsuch period, Landlord shall pay apply the excess to Tenant at amount against the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments next payment of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as or Additional Rent for each calendar year for a period of three (3) years following each yeardue hereunder or any other sums then due under this Lease, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office's sole discretion. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must The Estimated Monthly Expense may be raised adjusted by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within upon thirty (30) days' written notice to Tenant. If The respective obligations of Landlord and Tenant under this paragraph shall survive the variance is less expiration or earlier termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than five percent (5%)the last day of a calendar year, Tenant the actual Additional Rent incurred for 100 the calendar year in which the Lease term expires or otherwise terminates shall pay be determined and settled on the cost basis of said auditthe 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.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as "Additional Rent" for each calendar year or portion thereof during the Term Tenant's Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Prior to the end of each calendar year, Landlord shall notify Tenant of Landlord's good faith estimate of Operating Costs, Taxes and Tenant's Additional Rent for the following calendar year. Commencing on the first day of January of each calendar year falling partially within and continuing on the Term)first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent Landlord’s Insurance one-twelfth (as defined below1/12th) and Real Property Taxes (collectively known as “of the estimated Additional Rent”. If Landlord thereafter reasonably estimates during the course of such calendar year 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) As soon as reasonably practicable after the end of each calendar year, Landlord shall furnish Tenant a statement 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. Prior Unless Tenant gives notice of any objections to Landlord's statement within six (6) months after receipt of the Commencement Date same, such statement shall conclusively be deemed correct and at least 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 reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord's statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in a timely manner relieve Tenant of Tenant's obligation to pay any amounts due Landlord based on Landlord's statement. (4) If Tenant's Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within thirty (30) days prior to 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 end of each calendar the Term, Additional Rent shall be prorated on the basis of a 365-day year thereafterby computing Tenant's Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall furnish pay to Tenant a written statement setting forth or Tenant shall pay to Landlord, as the following: case may be, within thirty (a30) Landlorddays after Tenant's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) receipt of Landlord's estimate of ▇▇▇▇▇▇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 the total amount previously paid by Tenant on account thereof. If for any reason Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant's Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each year in which Taxes are reduced by any such exemption, Taxes for such year shall be calculated on the basis of the amount the Taxes for the year would have been in the absence of the exemption. 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 of the Term. (“Monthly Estimated Rent”5) Provided that no Event of Default (or condition as to which Tenant has received notice, which with the passage of time, would constitute an Event of Default) then exists, Tenant shall have the right to audit Landlord's annual statement concerning Operating Costs and Taxes for the year just ended, subject to and in accordance with this Section 3(b)(5). Any request by Tenant to conduct such an audit shall be made by written notice delivered to Landlord not later than ninety (90) days after Tenant's receipt of such annual statement, specifying the items in such annual statement that Tenant desires to audit. Any such audit shall be conducted by a certified public accountant from one of the six largest national accounting firms. Before the commencement of any such audit, Tenant and its accountant shall also enter into a confidentiality agreement with Landlord, in a form reasonably supplied by Landlord, certifying that Tenant has not engaged any person or firm on a contingency fee basis in connection with this audit and agreeing to restrict the use of all information solely to the determination of Tenant's Proportionate Share of Operating Cost and Taxes under this Lease. At least ten (10) business days prior to commencement of the audit, Tenant shall provide Landlord with a list of requested information. The accountant's field work shall take place during business hours in the offices of Landlord or its building manager (or in another location specified by Landlord in Boston, Massachusetts) and shall be completed within no more than five (5) business days commencing on the date that such access is first made available to Tenant. Access shall be limited to the records evidencing the Operating Costs and Taxes allocable to the Premises that were used by Landlord in preparing such annual statement. Copies of any documents requested by Tenant shall be made by Landlord at Tenant's expense. Tenant shall furnish Landlord with a copy of the completed audit report not later than two (2) months after the date such access is first made available to Tenant. Any discussions between Landlord and Tenant concerning the results of the audit shall include authorized representatives of each party. If Landlord agrees with the results of Tenant's completed audit report, or if the parties do not so agree but a final judgment is reached that payments made by Tenant are in excess of the payments properly payable to Landlord hereunder, Landlord shall refund to Tenant the amount of any such excess payments or credit the amount toward the rent next due from Tenant under this Lease. If Tenant's audit discloses that payments made by Tenant are less than the payments properly payable to Landlord hereunder, Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the yearany such underpayments. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and reveals that Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less annual statement has overstated Operating Costs by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable third-party costs incurred by Tenant's auditor in conducting the audit. If Tenant fails timely to request an audit or to provide Landlord with the completed audit report as set forth above, Tenant shall pay be deemed to have accepted the cost Landlord's annual statement for the year just ended. The rights granted under this Section 3(b)(5) are personal to the Tenant originally named herein (and any permitted Successor or Affiliate to whom this Lease is assigned under Section 14.2(c)) and may not be exercised by or on behalf of said auditany subtenant or other party.