Common use of Additional Rent Clause in Contracts

Additional Rent. “Additional Rent” means (i) Subtenant’s Share of any and all sums classified as Additional Rent under Article 3 of the Master Lease, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master Lease, and any other sums deemed to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrument.

Additional Rent. (a) This Lease is what is commonly called a “Additional Rent” means (i) Subtenant’s Share of triple net lease”, it being understood that Lessor shall receive the rent set forth in Section 4.1 and Lessee shall pay any and all sums classified as Additional Rent under Article 3 Property Taxes and other costs or expenses of the Master Lease, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master Lease, and any other sums deemed to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease nature whatsoever to the extent related to Lessee’s lease or Lessee’s Operations of the Subleased Premises Premises. All of such charges, costs and Subtenant’s occupancy thereofexpenses shall constitute additional rent, and upon the failure of Lessee to pay any of such costs, charges or expenses, Lessor shall have the same rights and remedies as otherwise provided in this Lease for the failure of Lessee to pay rent. (b) If Lessee should default as defined in Article XI of this Lease in performing any term, covenant or condition of this Lease which involves the expenditure of money by Lessee to third parties, Lessor may (but shall not be obligated to) make such payment or, on behalf of Lessee, expend such sum as may be necessary to perform or fulfill such term, covenant or condition. Any sums so paid or expended by Lessor, with interest at the Late Payment Rate from the Commencement Date through the Termination Date. Any underpayments date of such payment or overpayments by Subtenant of Additional Rent, as the case may beexpenditure, shall be adjustedadditional rent and shall be payable by Lessee on demand. No such payment or expenditure by Lessor shall be construed as a waiver of Lessee’s default or of Lessee’s obligation to perform any term, remitted covenant or refundedcondition of this Lease nor shall it affect any other right or remedy of Lessor under this Lease. (c) No abatement, as provided diminution or reduction in Paragraphs 3(C) additional rent shall be claimed by or allowed to Lessee for any inconvenience or interruption, cessation, or loss of business caused directly or indirectly, by any present or future Legal Requirements, or by Force Majeure; and 3(F) no diminution in the amount of the Master Leasespace used by Lessee caused by legally required changes in the construction, and such obligations shall survive the termination of this Sublease. Additional Rentequipment, howeverfixtures, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, operation or any act or omission of Sublandlord or any other subtenant use of the Premises includingshall entitle Lessee to any abatement, but not limited to, diminution or reduction of additional services requested rent required to be paid by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lessee under this Lease, any sublease or any other document or instrument.

Additional Rent. Commencing as of the Commencement Date and continuing thereafter throughout the Term of this Sublease, Sublessee shall pay as “Operating Expenses” its Pro Rata Share of all Operating Expenses, Amenities Fees and Taxes, as defined in Master Lease. Sublessee’s Pro Rata Share is hereby agreed to be 50.86% (subject to adjustment in the event of a remeasurement of the Building or Premises pursuant to the Master Lease) (“Pro Rata Share”). Sublessee shall pay Operating Expenses based on estimates provided by Sublessor (which shall be based upon the estimates provided by Lessor under the Master Lease), at the same time and in the same manner as the payment of Base Rent. Upon Sublessor’s receipt of an Annual Statement (as defined in the Master Lease), Sublessee will be credited with its Pro Rata Share of any overpayment shown in such Annual Statement, or will pay, within fifteen (15) days after demand, its Pro Rata Share of any underpayment as shown in such Annual Statement. In addition, Sublessee shall pay Sublessor a property management fee in an amount equal to three percent (3%) of the Base Rent, provided that during any period of full or partial Base Rent abatement, Sublessee shall pay the property management fee based on the amount of Base Rent that would have been payable but for the Base Rent abatement. All sums payable by Sublessee hereunder, including, without limitation Operating Expenses and the property management fee, may be referred to as “Additional Rent” means (i) Subtenant’s Share of any and all sums classified as Additional Rent under Article 3 of the Master Lease, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master Lease, and any other sums deemed to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, together with Base Rent may be referred to herein as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional “Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrument.”

Additional Rent. “Additional Rent” means (i) Subtenant’s Share During the Sublease Term, if Sublandlord shall be charged for additional rent or other sums pursuant to any of any and all sums classified as Additional Rent under Article 3 the provisions of the Master Lease, including, but not limited towithout limitation, Taxes, “Operating Expenses”, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) as defined in Section 7.2 of the Master Lease, and any other sums deemed to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rentreal property taxes, as the case may be, shall be adjusted, remitted or refunded, as provided set forth in Paragraphs 3(C) and 3(F) Section 6.2 of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rentas each is incorporated herein by reference, however, shall not include any but excepting those sums payable to Landlord under the Master Lease incurred by Sublandlord as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any Sublandlord’s breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, Subtenant shall pay, as “Additional Rent,” 100% of such additional rent or sums that relate to the Subleased Premises, and if the same cannot be so allocated then 40.3% of those charges that relate generally to Building 170 or 23.68% of those charges that relate generally to the Master Premises (as applicable, “Subtenant’s Share”); provided, however, that Subtenant shall be entitled to a proportional share of any sublease refund of such additional rent or sums received by Sublandlord from Master Landlord in accordance with Section 7.4 of the Master Lease. If Subtenant shall procure any additional services from Master Landlord, or if additional rent or other sums are incurred for Subtenant’s sole benefit, Subtenant shall make such payment to Sublandlord or Master Landlord, as Sublandlord shall direct, and such charges shall not be prorated between Sublandlord and Subtenant. Any other rent or other sums payable by Subtenant under this Sublease shall constitute and be due as additional rent. So long as Sublandlord timely provided Subtenant with an estimate of such Additional Rent in accordance with the terms of Section 7.3 of the Master Lease, all Additional Rent that is payable to Sublandlord shall be paid at the time and place that Base Rent is paid, except as otherwise provided in this Sublease. Sublandlord will have the same remedies for a default in the payment of any Additional Rent as for a default in the payment of Base Rent. Together, Base Rent, Additional Rent and any other document sums due hereunder from Subtenant are sometimes referred to in this Sublease as “Rent”. Sublandlord shall include with any bills for Additional Rent appropriate back up materials for such amounts. In the event that Subtenant disputes or instrumentquestions any ▇▇▇▇ from Sublandlord for Additional Rent, Sublandlord and Subtenant agree to act in a commercially reasonable fashion and in good faith to resolve any such disputed or questioned bills. In addition to the foregoing, Sublandlord shall deliver to Subtenant a copy of Master Landlord’s notice of Operating Expenses (as set forth in Sections 7.3 and 7.4 of the Master Lease) promptly following Sublandlord’s receipt thereof, and a copy of the results of any audit of Master Landlord’s records Sublandlord, in its sole discretion, elects to perform in accordance with the Master Lease.

Additional Rent. “(a) In addition to the Base Rent reserved by Section 4.01., Lessee shall pay, as Additional Rent” means Rent (i) Subtenant’s 100% as to amounts applicable solely to the Premises or Property and Lessee's Share is to amounts applicable to the Project or Common Area of all taxes, assessments, fees and other impositions payable by Lessee in accordance with the provisions of Article IX, and insurance premiums in accordance with the provisions of Article VII, (ii) Lessee's Share of Operating Expenses defined below provided that notwithstanding the foregoing, prior to January 1, 2002, during the construction phase of the Project, Lessee shall pay 100% of Operating Expenses applicable to the Property or Premises in lieu of paying Lessee's Share of the specific items being billed, and (iii) any other charges, costs and expenses (including appropriate reserves therefor) which are contemplated or which may arise under any provision of this Lease during the Lease Term, plus a Management Fee to Lessor equal to 3% of the Base Rent. The Management Fee is due and payable, in advance, with each installment of Base Rent. All of such charges, costs, expenses, Management Fee and all sums classified other amounts payable by Lessee hereunder, shall constitute Additional Rent, and upon the failure of Lessee to pay any of such charges, costs or expenses, Lessor shall have the same rights and remedies as otherwise provided in this Lease for the failure of Lessee to pay Base Rent. (b) To the extent not paid pursuant to other provisions of this Lease, and at Lessor's sole election, Lessor may submit invoices and Lessee shall pay Lessee's share of Additional Rent under Article 3 in monthly installments on the first day of each month in advance in an amount to be estimated by lessor, based on Lessor's experience in managing office/research and development projects. Within ninety (90) days following the end of the Master Leaseperiod used by Lessor in estimating Additional Rent, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable Lessor shall furnish to the Fitness Center, Cafeteria and Circulation Area payable pursuant Lessee a statement (hereinafter referred to Paragraph 3(Gas "Lessor's Statement") of the Master Lease, and any other sums deemed to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” actual amount of Sublandlord, in each instance as Lessee's proportionate share of such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, or Lessor shall remit or credit to Lessee, as the case may be, the difference between the estimated amounts paid by Lessee and the actual amount of Lessee's Additional Rent for such period as shown by such statement. Monthly installments for the ensuing year shall be adjusted, remitted adjusted upward or refunded, downward as provided set forth in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrumentLessor's Statement.

Additional Rent. “Additional Rent” means (i) Subtenant shall pay to Sublandlord, as Additional Rent, an amount equal to Subtenant’s Share “pro rata share” of any Operating Expenses, Taxes and all sums classified Insurance (as Additional Rent under Article 3 of such terms are defined in the Master Lease), includingwhich are sometimes herein collectively referred to as “Other Charges,” for each Lease Year during the Sublease Term. Subtenant’s “pro rata share” share shall be a fraction, but not limited tothe numerator of which is the number of rentable square feet in the Subleased Premises and the denominator of which is the number of rentable square feet in the Building (which is agreed initially to be 750,000 square feet, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable subject to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of adjustment as set forth in the Master Lease, and any accordingly, it is agreed that Subtenant’s pro rata share is initially (4%). (ii) Within a reasonable time following receipt from Landlord of invoices or other sums deemed notices with respect to be the Other Charges, Sublandlord shall invoice Subtenant for the Additional Rent due from Subtenant as described in clause (i) above, which invoices shall be based upon Landlord’s calculation (or estimate, if Landlord is permitted to estimate such charges under the Master Lease that Lease) of the Other Charges, and Subtenant shall pay the Additional Rent to Sublandlord within ten (10) business days after Subtenant’s receipt of such invoice. If and when any of the Other Charges which have been estimated are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time reconciled under the Master Lease, and they shall likewise be reconciled under this Sublease. (iiiii) any other sums deemed to be Additional Rent under the Master Lease which are payable Any costs or expenses for services or utilities in excess of those required by Sublandlord at any time pursuant to the Master Lease to the extent related be supplied to a Sublandlord by Landlord, which are not otherwise included in Operating Expenses, and which are attributable directly to Subtenant’s use or occupancy of the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may bePremises, shall be adjusted, remitted paid by Subtenant as Additional Rent on the next date for payment of Base Rent after the date Sublandlord invoices Subtenant therefor (which invoices shall be based on invoices for such costs or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrumentexpenses received from Landlord).

Additional Rent. “Additional Rent” means (i) Subtenant’s Share of In addition to the Base Rent under Paragraph 4 above, any and all charges, expenses or other sums classified as Additional Rent Subtenant is required to pay under Article 3 the terms of the Master Leasethis Sublease, including, but not limited towithout limitation, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master Lease, and any other sums deemed to be Additional Rent additional rent required under the Master Lease that are shall be deemed additional rent (“Additional Rent,” and together with Base Rent and Additional Operating Costs, “Subtenant’s Rent”) and shall be paid by Subtenant. Sublandlord based upon shall have the “Tenantsame rights and remedies with respect to payment of Additional Rent as Sublandlord shall have with respect to the Base Rent. Subtenant shall remain responsible for Subtenant’s Pro Rata Share,” Rent and any other charges, expenses or other sums which first arise, accrue or are invoiced at any time during or after the “Tenant’s SFR Share” expiration of the Sublease Term, whether by Sublandlord or Master Landlord, to the “Tenant’s SFC Share” extent they arise or accrue with respect to any period during the Sublease Term from any liabilities or obligations of Sublandlord, in each instance as such share is determined from time to time Subtenant under the Master Lease, and provisions of this Sublease (ii) including any other sums deemed to be Additional Rent obligations under the Master Lease which are payable by Sublandlord at any time pursuant incorporated herein as liabilities or obligations of Subtenant). Notwithstanding anything to the Master Lease contrary set forth in this Sublease, Subtenant shall not be required to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of pay any Additional Rent, or to perform any obligation that is (i) allocable to any period of time prior to the Sublease Commencement Date or following the expiration or sooner termination of the Sublease (for any reason other than Subtenant’s default), (ii) allocable to any portion of the Master Premises other than the Sublease Premises, (iii) payable as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) a result of a default by Sublandlord of any of its obligations under the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease or as a result of the activities, operations, gross negligence or any act or omission willful misconduct of Sublandlord or any other subtenant of the Premises includingits agents, but not limited to, additional services requested by Sublandlord employees or any such other subtenantcontractors, or sums payable as a result (iv) are incurred for the sole and exclusive benefit of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrumentSublandlord.

Additional Rent. “Additional In addition to Base Rent” means , Subtenant shall also pay to Wind River, all Subtenant's Proportionate Share (ias defined below) Subtenant’s Share of any Property Taxes and all sums classified Operating Expenses (as Additional Rent under Article 3 those terms are defined in Paragraph 4 of the Master Lease, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable ) and all other costs incurred by Wind River in performing to its obligations under the Master Lease as they relate to the Fitness CenterSublease Premises, Cafeteria other than costs due to Sublandlord's gross negligence or willful misconduct or violation of the Master Lease (except if such violation is caused by Subtenant) ("Additional Rent"). Notwithstanding the foregoing or anything to the contrary in this Sublease, any Additional Rent that is (i) payable as a result of a default by Subtenant or as a result of the negligence or willful misconduct of Subtenant or any of its agents, employees or contractors, or (ii) incurred for the sole benefit of Subtenant or the Sublease Premises shall not be pro rated between Wind River and Circulation Area Subtenant and shall be the sole responsibility of Subtenant. Additional Rent shall be payable pursuant by Subtenant following three (3) days prior notice by Wind River, and otherwise no less than five (5) business days prior to the date Wind River must pay such amounts to Master Landlord. As used herein, Subtenant's Proportionate Share shall be equal to a fraction, the numerator of which is the rentable square footage of the Sublease Premises, the denominator is which is 44,000. Upon Subtenant's request, Sublandlord shall exercise Sublandlord's right to audit the Master Landlord's determination of Property Taxes and Operating Expenses in accordance with Paragraph 3(G) 4 of the Master Lease, and any other sums deemed to be Additional Rent under ; provided that (i) Subtenant shall pay for the costs of such audit (unless Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” Landlord is liable therefor in accordance with Paragraph 4 of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, ) and (ii) any other sums deemed overcharge or undercharge determined from such audit will be allocated to be Additional Rent under Subtenant in Subtenant's Proportionate Share. In the event Sublandlord independently decides to audit Master Lease which are payable by Sublandlord Land▇▇▇▇'▇ ▇etermination of Property Taxes and Operating Expenses at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Leaseits expense, any sublease overcharge or any other document or instrumentundercharge determined from such audit will be allocated to Subtenant in Subtenant's Proportionate Share.

Additional Rent. All monies other than Base Rent required to be paid by Sublessor under the Master Lease as to the Subleased Premises, including, without limitation, any amounts payable by Sublessor to Master Lessor as “Additional RentDirect Expenses” means (i) Subtenant’s Share of any and all sums classified as Additional Rent under Article 3 defined in Section 4.2.2 of the Master Lease, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria ) shall be paid by Sublessee hereunder as and Circulation Area payable pursuant to Paragraph 3(G) of when such amounts are due under the Master Lease, as incorporated herein. Sublessee shall also pay Sublessor, within thirty (30) days of request by Sublessor, fifty percent (50%) of (i) Sublessor’s cost of providing daily janitorial services, and any other sums deemed 100% of nightly and weekend janitorial services, and sixty seven percent (65%) of Sublessor’s cost of utilities to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” Premises pursuant to Section 6.1 of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any Sublessor’s cost of providing other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant services to the Master Lease Premises that benefit the Subleased Premises (such as maintenance of any systems therein); provided, however, that Sublessee shall pay the entire cost of such amounts to the extent related due to the Subleased Premises and Subtenant’s occupancy thereofmisuse or excess use or negligence, from the Commencement Date through the Termination Datewillful misconduct or violation of this Sublease by Sublessee or its agent, employee, or contractor. Any underpayments or overpayments by Subtenant of All such amounts shall be deemed additional rent (“Additional Rent”). Base Rent and Additional Rent hereinafter collectively shall be referred to as “Rent”. Sublessee and Sublessor agree, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) a material part of the Master Lease, and such obligations shall survive the termination of consideration given by Sublessee to Sublessor for this Sublease. Additional Rent, howeverthat Sublessee shall pay all costs, shall not include any sums payable to Landlord under expenses, taxes, insurance, maintenance and other charges of every kind and nature arising in connection with this Sublease, the Master Lease as a result of to the activities, operationsSubleased Premises, or any act or omission of Sublandlord or any other subtenant of the Premises includingSubleased Premises, but not limited tosuch that Sublessor shall receive, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of net consideration for this Sublease, the terms and provisions of the Master Lease, any sublease or any other document or instrumentBase Rent payable under Paragraph 4.A. hereof.

Additional Rent. “Additional Rent” means (i) Subtenant’s Share of any In accordance with the Sublease and all sums classified as Additional Rent under Article 3 of the Master Lease, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable in addition to the Fitness Centerabove Monthly Base Rent, Cafeteria and Circulation Area payable pursuant commencing on the Commencement Date, Sub-Subtenant shall pay to Paragraph 3(G) Sub-Sublandlord Additional Rent, in monthly installments in advance on or before the first day of each full calendar month of the Master LeaseTerm (or within three (3) business days of written demand by Sub-Sublandlord to Sub-Subtenant if the amounts are not a known amount), and any in excess of 2020 base year (other sums deemed to be Additional than Monthly Base Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Sublease and Master Lease, and (ii) any other sums deemed to be ). Additional Rent under for any partial month shall be payable in advance and shall be prorated based on the Master Lease which are payable actual number of days during the Sub-Sublease Term occurring in such month divided by the total number of days in such month. Sub-Sublandlord at any time pursuant agrees to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, provide Sub- Subtenant with copies of invoices for Additional Rent from the Commencement Date through the Termination Date. Any underpayments Sub-Landlord or overpayments by Subtenant of Additional RentLandlord, as the case may be, following receipt by Sub-Sublandlord. For the avoidance of doubt, Sub-Subtenant acknowledges and agrees that Sub-Subtenant is responsible for contracting directly with the applicable utility providers for all utilities that are separately metered to the Subleased Premises. To the extent any utilities are not separately metered to the Subleased Premises and are paid directly by Sub-Sublandlord (whether due to Sub-Sublandlord contracting with such providers directly, or due to Sub-Sublandlord reimbursing the Sublandlord or Master Landlord), Sub-Subtenant shall be adjustedreimburse Sub-Sublandlord for all such utility costs within three (3) business days of Sub-Sublandlord’s delivery to Sub-Subtenant of an invoice for the same. Additionally, remitted or refunded, as provided in Paragraphs 3(C) Sub-Subtenant acknowledges and 3(F) agrees that Sub-Subtenant is responsible for the payment of all amounts payable by Sub-Sublandlord pursuant to the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Sublease and/or Master Lease as a result of applicable (other than Monthly Base Rent under the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms Sublease and provisions of the Master Lease) that are applicable to the Subleased Premises, any sublease or any other document or instrumentand Sub-Subtenant shall pay all such sums to Sub-Sublandlord within three (3) business days of Sub- Sublandlord’s delivery to Sub-Subtenant of an invoice for the same. No past capital expenditures shall be passed on to Sub-Subtenant.

Additional Rent. In addition to Base Rent, Subtenant shall be responsible for all “Building Operating Expenses” and shall pay Sublandlord for all such Building Operating Expenses for which Sublandlord is responsible in accordance to the Master Lease Sections 3.2 through 3.3(d) inclusive, all such payments over and above the Base Rent to be considered “Additional Rent;” means (i) Subtenant’s Share of any and all sums classified as provided, however, that no Additional Rent shall be due or payable by Subtenant during the Free Rent Period. As of July 2013, the current Building Operating Expenses under Article 3 of the Master Lease are $0.351 per rentable square feet, or $4,721.58 per month. Subtenant acknowledges that the Building Operating Expenses are subject to increase and/or decrease throughout the Sublease Term, but only as and to the extent provided in the Master Lease. Subtenant shall reimburse and pay along with its Base Rent, the Building Operating Expenses as set out in the Master Lease, including, but not limited to, Taxes, provided that Subtenant has received a written invoice from Sublandlord of the amount of Building Operating Expenses, Net Shared Facilities Costs, Rent attributable Expenses due under the Master Lease at least 30 days in advance of their due date under this Sublease. Subtenant shall also assume responsibility for any additional expenses described as the obligation of the Sublandlord in the Master Lease that result from Subtenant’s use of the Premises during the Term. Notwithstanding anything to the Fitness Centercontrary contained in this Sublease, Cafeteria Subtenant shall not be required to pay any Rent that is (i) fairly allocable to any period of time before or after the Term (except as a result of any holdover by Subtenant after the expiration of the Term, or as otherwise provided in Paragraph 2(c) above), (ii) due as a result of any default by Sublandlord (through no fault of Subtenant) of any of Sublandlord’s obligations under the Master Lease, (iii) payable as a result of the negligence or willful misconduct of Sublandlord or any of its employees, agents or contractors, or (iv) related to costs incurred in connection with the presence of any Hazardous Materials on or under the Subleased Premises, except to the extent caused by the introduction of the Hazardous Material in question by Subtenant or any of its agents, employees, contractors or invitees. Additionally, Sublandlord shall enforce on behalf of and Circulation Area payable pursuant to Paragraph 3(Gat the written request of Subtenant all audit rights of the “Tenant” under Section 3.3(a) of the Master Lease, provided that Subtenant pays Sublandlord within fifteen (15) days after written demand any and any other sums deemed to be Additional Rent under the Master Lease that are paid all reasonable out-of-pocket costs incurred by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as enforcing such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrumentrights.

Additional Rent. In addition to Monthly Base Rent, commencing on the Commencement Date and continuing each month thereafter throughout the remainder of the Term, Sublessee shall pay to Sublessor as additional rent under this Sublease (“Sublease Additional Rent”), at the time that Sublessee pays Monthly Base Rent or, if so notified by Sublessor in writing, within twenty (20) days after receipt of Sublessor’s invoice therefor, one hundred percent (100%) (“Sublessee’s Share”) of all “Additional Rent” means (ias defined in Section 4.05(a) Subtenant’s Share of any and all sums classified as Additional Rent under Article 3 of the Master Lease, and hereinafter referred to as “Master Lease Additional Rent”) with respect to the Subleased Premises during the Term, including, but not limited towithout limitation, Taxesall taxes, Operating Expensesassessments, Net Shared Facilities Costsfees and other impositions payable in accordance with the provisions of Article XI of the Master Lease, Rent attributable insurance in accordance with the provisions of Article VII of the Master Lease, operating charges and Common Area facility use privilege charges with respect to the Fitness Centeramenities/athletic facility (in lieu of any separate use charge to employees who use said facility, Cafeteria the baseball and Circulation soccer fields), as well as maintenance, repair and replacement costs and expenses, utility charges and other costs and charges allocable to the Common Area payable pursuant to Paragraph 3(G) and the Common Area facilities and the Outside Areas of the Subleased Premises, all in accordance with the provisions of Article VI of the Master Lease, and any other sums deemed to be Additional Rent charges, costs and expenses (including appropriate reserves therefor) which are contemplated or may arise under any provision of the Master Lease that are paid by Sublandlord based upon during the “Tenant’s Pro Rata Share,” Term, plus the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, Management Fee described in each instance as such share is determined from time to time under the Master Lease, and Section 4.05 (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(Fa) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord by Sublessor under the Master Lease as a result of during the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions Term. Pursuant to Section 4.05(b) of the Master Lease, Master Lessor is required to provide a “Lessor’s Statement” of the actual expenses for the Premises as compared to the estimated payments made throughout the applicable calendar period. Following Sublessor’s receipt of such Lessor’s Statement from Master Lessor, Sublessor shall promptly forward a copy to Sublessee, and there shall be an adjustment between Sublessor and Sublessee for any sublease over- or under- payment of such Master Lease Additional Rent items for the preceding calendar period, with payment to Sublessor or credit to Sublessee against the next installment of Sublease Additional Rent (or refund following the expiration of the Sublease Term), as the case may require, within thirty (30) days after Sublessor’s delivery of such reconciliation to Sublessee. Attached hereto as Exhibit E is a true and correct copy of the most recent reconciliation for the Subleased Premises received by Sublessor from Master Lessor. Pursuant to Section 4.07 of the Master Lease, Sublessor has a right to review supporting data for any Lessor’s Statement. If, within ten (10) days after receipt of the Lessor’s Statement from Sublessor, Sublessee notifies Sublessor that Sublessee desires to review the supporting data and identifies for Sublessor those items it wishes to challenge, Sublessor shall forward to Master Lessor Sublessee’s statement prior to the end of the thirty (30)- day period identified in Section 4.07(1), and Sublessee may exercise the rights set forth in Section 4.07 in strict accordance therewith. If Sublessee does not timely meet the requirements of Section 4.07, or if Master Lessor does not comply with the provisions of Section 4.07, Sublessor shall have no liability to Sublessee with respect thereto other document than the obligation set forth in Paragraph 24.A.(iv) below, and Sublessee shall indemnify Sublessor for any liability Sublessor incurs as a result of Sublessee’s failure to comply with the provisions of Section 4.07 of the Master Lease. Except as otherwise provided in this Sublease, Sublessee also shall be responsible for payment of all other monetary obligations of Sublessor to Master Lessor under the terms of the Master Lease, including, without limitation, pursuant to Section 17.04, applicable to the Subleased Premises for the Term, except to the extent such Master Lease Additional Rent is incurred as a result of Sublessor’s default under the Master Lease or instrumentthis Sublease. Sublessee also shall pay Sublessee’s own telephone, telecommunications, internet and data communications charges. All monies required to be paid by Sublessee under this Sublease (except for Monthly Base Rent, as defined in Paragraph 4.A.) shall be deemed Sublease Additional Rent, and Sublessor shall have all rights and remedies for the non-payment of same as it would have for non-payment of Monthly Base Rent. Monthly Base Rent and Sublease Additional Rent hereinafter collectively shall be referred to as “Rent.” Notwithstanding anything to the contrary contained in this Sublease, if Sublessee elects to occupy the Subleased Premises for purposes of conducting business thereon prior to the Commencement Date, from and after such date Sublessee shall pay to Sublessor the Master Lease Additional Rent applicable to the Subleased Premises.

Additional Rent. Subtenant shall pay to Sublandlord on the first day of each month during the Term, at the office of Sublandlord or at such other place as Sublandlord may designate, concurrent with Subtenant’s payment of Base Rent (without regard to any abatement of Base Rent above provided), and without demand, offset or deduction, the sum of $10,000.00 per month (the “Additional Rent” means ”), as payment in full to Sublandlord of Subtenant’s share of the following sums payable by Sublandlord under the terms of the Lease: (i) Subtenant’s Share of any and all sums classified as Additional Rent payable by Sublandlord on account of its maintenance and repair obligations under Article 3 Section 7.1(a) of the Master Lease; provided, includinghowever, but not limited tothat (A) if any of such costs are attributable solely to office space within the Demised Premises solely occupied by Sublandlord’s employees, TaxesSublandlord shall pay 100% thereof, Operating Expensesand (B) if any of such costs are attributable solely to a portion or portions of the Demised Premises entirely included within the Sublet Premises, Net Shared Facilities Costs, Rent attributable Subtenant shall pay 100% thereof; (ii) all sums payable by Sublandlord on account of service contracts maintained by Sublandlord pursuant to Section 7.1(b) of the Fitness Center, Cafeteria and Circulation Area Lease; (iii) Lessee’s Capital Item Reimbursement Obligation payable pursuant to Paragraph 3(GSection 7.1(d) of the Master Lease, and any other ; (iv) Real Property Taxes payable pursuant to Section 10.2 of the Lease (Subtenant agrees that it shall have no right to contest Real Property Taxes pursuant to Section 65 of the Addendum attached to the Lease); (v) all sums deemed to be Additional Rent under the Master Lease that are paid payable by Sublandlord based upon on account of utilities under Section 11 of the “TenantLease (provided, that (A) if any of such costs are separately submetered and attributable solely to office space within the Demised Premises solely occupied by Sublandlord’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlordemployees, in each instance as such share is determined from time to time under the Master LeaseSublandlord shall pay 100% thereof, and (iiB) if any other sums deemed of such costs are separately submetered and attributable solely to be Additional Rent under a portion or portions of the Master Lease which are Demised Premises entirely included within the Sublet Premises, Subtenant shall pay 100% thereof); and (vi) Lessor’s insurance premiums payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) Section 8.1 of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrument.

Additional Rent. “Additional Rent” means (ia) Commencing on July 1, 2019, Subtenant shall pay Subtenant’s Proportionate Share of any (1) all Building Operating Costs, Property Operating Costs and Taxes (as such terms are defined in the Master Lease) assessed or charged to Sublandlord pursuant to Sections 5.2 and 5.3 of the Master Lease which are in excess of the Building Operating Costs, Property Operating Costs and Taxes paid by Sublandlord under the Master Lease during fiscal year ending June 30, 2019 (the “Sublease Base Year”), (2) all sums classified as Additional Rent other additional rent or charges payable by Sublandlord under Article 3 of the Master Lease, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable any utilities that are separately metered to the Fitness CenterPremises, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G(3) of the Master Lease, and any other sums deemed to be Additional Rent under the Master Lease that are paid all costs incurred by Sublandlord based upon in operating (including the “Tenant’s Pro Rata Share,” costs of utilities consumed in such operation), repairing, maintaining and replacing any supplementary or additional mechanical systems or equipment installed by Sublandlord in the “Tenant’s SFR Share” or Premises and which service the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master LeaseSubleased Premises, and (ii4) any other sums deemed all costs of utilities supplied to be Additional Rent under the Master Lease Premises which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related not separately metered to the Subleased Premises (collectively, “Additional Rent”), in the manner and at the same time as set forth in Paragraph 4 above with respect to the payment of Base Rent. Base Rent and Additional Rent may be referred to collectively in this Sublease as “Rent.” (b) Subtenant shall install its own telephone system and data and internet systems prior to occupancy of the Subleased Premises and establish direct billing for its telephone services and for its data and internet systems. Subtenant shall pay directly and on time all ▇▇▇▇▇▇▇▇ for its data and internet systems. (c) Subtenant shall, within five (5) business days after receipt of an invoice from Sublandlord, reimburse Sublandlord for any after-hours heating, ventilation and air-conditioning and all other extra costs for services requested by Subtenant and provided or furnished to the Subleased Premises or to Subtenant. The amount paid by Subtenant shall constitute the same rate paid by Sublandlord to the Master Landlord for such after-hours heating, ventilation and air-conditioning. (d) If Master Landlord charges Sublandlord for any excess costs of providing electrical service to the Premises, Subtenant shall reimburse Sublandlord for Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) Proportionate Share of the Master Lease, and such obligations shall survive the termination of this Subleaseexcess electrical charges. Additional RentIf, however, no portion of such excess usage is reasonably attributable to the Subleased Premises, then Subtenant shall not include have no liability for any sums payable to Landlord under the Master Lease as a result portion of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrumentexcess electrical charges.

Additional Rent. (a) In addition to the Base Rent set forth above, commencing on the Rent Commencement Date, Subtenant shall pay to Sublandlord as additional rent (“Additional Rent” means ”), the following: (i) Subtenant’s Share additional rent equal to $__________ per month on account of electricity supplied to the Premises; (ii) additional rent equal to __% of the parking fee charged to Sublandlord pursuant to Section of the Master Lease from time-to-time; (iii) additional rent equal to __% of the amount payable by Sublandlord, if any, pursuant to the Master Lease for operating expenses, as set forth in Section of the Master Lease; (iv) additional rent equal to __% of any impositions or real estate taxes, as set forth in Section of the Master Lease; (v) additional rent equal to __% of any and all sums classified as Additional Rent under Article 3 of the Master Lease, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master Lease, and any other sums deemed to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are additional rent payable by Sublandlord at under any time pursuant to other provisions of the Master Lease to the extent related the same relates to the Subleased Premises and or is incurred by Subtenant’s occupancy thereof, from ; (vi) the Commencement Date through cost of any additional services or materials requested of Landlord by or on behalf or at the Termination Date. Any underpayments or overpayments request of Subtenant; and (vii) any other amounts payable by Subtenant pursuant to the provisions of this Sublease. (b) The aforesaid Additional Rent, as the case may be, Rent shall be adjusted, remitted or refunded, as provided in Paragraphs 3(Cpayable by Subtenant to Sublandlord within ten (10) and 3(F) days after presentation by Sublandlord to Subtenant of the Master Leasebills therefor, and such obligations whether issued during or after the term of this Sublease. This paragraph 3 shall survive the expiration or earlier termination of this Sublease. . (c) Base Rent and Additional Rent is referred to in this Sublease collectively as “Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrument”.

Additional Rent. “Additional Rent” means In addition to the Base Rent payable by Subtenant as provided above, Subtenant shall pay to Sublandlord the following: (i) prior to the 2024 Commencement Date, Fifty-Five and Thirty-Three Hundredths percent (55.33%) (“Subtenant’s Share Proportionate Share”) of any all Operating Expenses due and all sums classified as Additional Rent payable by Sublandlord to Landlord under Article 3 of the Master Lease, including, but not limited to, all Real Property Taxes, Operating Expensesinsurance premiums, Net Shared Facilities Costscosts of repairs, Rent attributable and utilities; (ii) from and after the 2024 Commencement Date, Subtenant’s Proportionate Share shall equal one hundred percent (100%) and all references herein to the Fitness Center, Cafeteria Subtenant’s Proportionate Share shall mean and Circulation Area payable pursuant to Paragraph 3(Gequal one hundred percent (100%); (iii) one hundred percent (100%) of the Master Lease, charges for any services and any other sums deemed utilities provided solely to be Additional Rent the Subleased Premises due under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant with respect to the Master Lease Term to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease and otherwise not included as a result of the activitiesBase Rent, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any including such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms service and provisions utility charges pursuant to Sections 15 and 16 of the Master Lease; and/or (iv) any costs and expenses related or attributable to Subtenant, any sublease or the use and occupancy of the Subleased Premises by Subtenant or any permitted assignee or Subtenant (e.g. personal property taxes, overuse of utilities or requested overtime HVAC services). All amounts payable by Subtenant under this Section 3(b) are referred to in this Sublease as “Additional Rent.” The term “Rent” as used herein shall mean all Base Rent and Additional Rent. Each amount due to pursuant to Section 3(b) above and each other document or instrumentamount payable by Subtenant hereunder, unless a date for payment of such amount is provided for elsewhere in this Sublease, shall be due and payable to the Sublandlord at the same time and in the same manner as Base Rent, but in no event later than the date on which any such amount is due and payable under the Master Lease. Sublandlord shall deliver to Subtenant all Annual Statements immediately following receipt. Subtenant shall have the right to cause an Independent Review of Landlord’s books and records as provided in Section 7.7 of the Master Lease provided that Subtenant has requested Sublandlord to perform such Independent Review at least ten (10) business days prior to the expiration of the period to elect an Independent Review and Sublandlord shall notify Landlord prior to the expiration of such period. Following Subtenant’s request, Sublandlord shall timely notify Landlord in the time period set forth in Section 7.7 of the Master Lease and perform such Independent Review on Subtenant’s behalf, but at Subtenant’s sole cost and expense (subject to reimbursement pursuant to Section 7.7 of the Master Lease). Upon completion of such Independent Review, the parties shall reconcile the Operating Expense in the same manner as set forth in Section 7.7 of the Master Lease.

Additional Rent. “(a) In addition to the Base Rent set forth above, commencing on the Commencement Date, Subtenant shall pay to Sublandlord as additional rent ("Additional Rent” means "), the following: (i) Subtenant’s Share to the extent not included in the Fixed Rent (as defined in the Master Lease), additional rent equal to 100% of any and all sums classified as Additional Rent under the amount payable by Sublandlord, if any, pursuant to the Master Lease for electricity, provided however, that if, pursuant to Article 3 46 of the Master Lease, includingSubtenant shall install any extraordinary power equipment (i.e., equipment not generally used in connection with office use) in the Premises (but not limited tosuch installation shall be in accordance with the terms of the Master Lease and this Sublease), Taxesin addition to any costs for electricity specified above, Operating ExpensesSubtenant shall pay the entire cost of electricity, Net Shared Facilities Costsand for any necessary additional electric capacity, Rent attributable for such equipment at the rates and in the manner as specified in the Master Lease; (ii) additional rent equal to 100% of the Fitness Centeramount payable by Sublandlord, Cafeteria and Circulation Area payable if any, pursuant to Paragraph 3(G) Article 39 of the Master Lease, and any other sums deemed ; (iii) additional rent equal to be Additional Rent under 100% of the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are amount payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) Article 40 of the Master Lease, ; (iv) 100% of any and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums all additional rent payable to Landlord by Sublandlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, other than payments made by Subtenant pursuant to subparagraphs (i), (ii) and (iii) of this paragraph 3: (v) the cost of any sublease additional services or materials requested of Landlord by or at the request of Subtenant; and (vi) any other amounts payable by Subtenant pursuant to the provisions of this Sublease. (b) The aforesaid Additional Rent shall be payable by Subtenant to Sublandlord not later than five (5) days prior to the corresponding due date for such payment to be made to Landlord pursuant to the Master Lease and after presentation by Sublandlord to Subtenant of the bills therefor (which bills shall include a copy of the bill ▇▇ invoice issued by Landlord to the extent received by Sublandlord), whether issued during or after the term of this Sublease. This paragraph 3 shall survive the expiration or termination of this Sublease. (c) Base Rent and Additional Rent is referred to in this Sublease collectively as "Rent". Notwithstanding anything in this Sublease to the contrary, provided that Sublandlord is entitled to any abatement of (or credit against) Fixed Rent (as defined in the Master Lease), or any other document or instrumentamounts due under the Master Lease (including, without limitation, the abatement referred to in Article 37 (b) of the Master Lease), Subtenant shall be entitled to a corresponding abatement of Base Rent under this Sublease.

Additional Rent. “Additional Rent” means (ia) Subtenant’s Share Sublessee covenants and agrees to pay to Sublessor as Rent for the Premises during the term of any and all sums classified as Additional Rent under Article 3 of the Master Lease, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable this Sublease an amount equal to the Fitness Center, Cafeteria and Circulation Area Rent payable pursuant by Sublessor to Paragraph 3(G) of the Master Lease, and any other sums deemed to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time Lessor under the Master Lease, payable in equal monthly installments, in advance, on the first day of each and every month during the term of this Sublease, without notice, demand, offset, or counterclaim. The parties acknowledge and agree that Sublessor shall as of the Commencement Date hereof tender to Sublessee all portions of the Premises. Sublessee and Sublessor agree that the rent payable during the term of this Sublease is $315,343.30 per annum, payable in installments of $26,278.61 per month (iithe "Rent"). (b) Sublessee further covenants and agrees to pay to Sublessor, as additional rent, without notice, demand, offset, or counterclaim, any and all payments owing with regard to operating and maintenance expenses, real estate taxes, and other costs or sums deemed to be Additional Rent the extent payable by Sublessor under the Master Lease which are payable by Sublandlord at any time pursuant with respect to or attributable to the Premises. Any and all statements, ▇▇▇▇▇▇▇▇ and calculations of such amounts as prepared or submitted by or an behalf of Master Lease Lessor shall be binding upon Sublessee to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of Sublessor is bound under the Master Lease. All payments shall be due within 15 days of each invoice therefore by Sublessor (which invoice should be accompanied by the corresponding invoice from Master Lessor to Sublessor for such amount). It is the intention of the parties to this Sublease that all charges with respect to or attributable to the Premises or Sublessee's use or occupancy of same shall be passed through to Sublessee, and such Sublessee covenants and agrees to pay same to Sublessor accordingly. Sublessee's obligations hereunder shall survive the expiration or earlier termination of this Sublease. (c) Sublessee shall pay interest at the rate of twelve percent (12%) per annum on each payment of Rent and additional rent received by Sublessor more than five (5) business days after such payment is due, accrued from the end of such 5 day period to the date such payment is made by Sublessee. Additional RentRent and additional rent shall be paid at Sublessor's notice address as set forth below. If the term of this Sublease begins on a day other than the first day of a month or ends on a day other than the last day of a month, however, shall not include any sums payable to Landlord under the Master Lease as Base Rent and additional rent will be prorated on a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrumentper them basis.

Additional Rent. “Additional Rent” means All monies other than Monthly Base Subrent required to be paid by Sublessee under this Sublease, including, without limitation, (i) Subtenant’s Share fifty percent (50%) of any and all sums classified Operating Expenses (as Additional Rent under Article 3 defined in Section 3.2 of the Master Lease, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria ) actually due and Circulation Area payable pursuant to Paragraph 3(G) by Sublessor under Section 3.2 of the Master Lease, and any other sums deemed to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed fifty percent (50%) of utility charges with respect to be Additional Rent under utilities serving the Master Lease which are payable Premises (including the Subpremises), and (iii) fifty percent (50%) of any building/premises-related maintenance expenses (not otherwise included in Operating Expenses) incurred by Sublandlord at any time Sublessor pursuant to the Master Lease to the extent related such expenses are incurred with respect to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, Subpremises as well as the case may bebalance of the Master Premises (e.g. building maintenance contract, shall be adjustedfire alarm system maintenance contract if continued under one contract serving the entire building, remitted or refundedand the like), as provided in Paragraphs 3(Cand (iv) and 3(Ffifty percent (50%) (unless otherwise specified) of the Master Lease, and such obligations shall survive costs incurred by Sublessor for the termination of this Sublease. Additional Rent, however, Shared Services described in Section 5 hereof (but shall not be deemed to include any sums rent payable to Landlord under the Master Lease with respect to any such portions of the Avago Premises) shall be deemed additional rent (“Additional Subrent”) and shall be payable within fifteen (15) days after receiving an invoice from Sublessor. Sublessee and Sublessor agree, as a result material part of the activitiesconsideration given by Sublessee to Sublessor for this Sublease, operationsthat Sublessee shall pay all costs, or any act or omission expenses, taxes, insurance, maintenance and other charges of Sublandlord or every kind and nature arising in connection with the Subpremises under the Master Lease with respect to the Subterm, such that Sublessor shall receive, as net consideration for this Sublease, full reimbursement thereof. Monthly Base Subrent and Additional Rent hereinafter collectively shall be referred to as “Subrent”. Sublessor shall, promptly upon receipt, deliver to Sublessee copies of all communications pertaining to the Subpremises received by Sublessor from the Master Lessor, including without limitation all notices and backup detail of Operating Expenses and any other subtenant charges, it being understood, however, that in no event will Sublessor be deemed in default of the Premises including, but not limited to, additional services requested by Sublandlord or any this Sublease if it inadvertently fails to provide such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrumentcommunications.

Additional Rent. “Additional Rent” means (i) Subtenant’s Share of In addition to the Base Rent under Paragraph 4 above as well as the additional payment obligations set forth in Paragraph 1(e), any and all charges, expenses or other sums classified as Additional Rent Subtenant is required to pay under Article 3 the terms of the Master Leasethis Sublease, including, but not limited towithout limitation, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master Lease, and any other sums deemed to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time additional rent required under the Master Lease, shall be deemed additional rent (“Additional Rent,” and (iitogether with Base Rent, “Subtenant’s Rent”) and shall be paid by Subtenant. Sublandlord shall have the same rights and remedies with respect to payment of Additional Rent as Sublandlord shall have with respect to the Base Rent. Subtenant shall remain responsible for Subtenant’s Rent and any other charges, expenses or other sums deemed which first arise, accrue or are invoiced at any time during or after the expiration of the Sublease Term, whether by Sublandlord or Master Landlord, to be Additional Rent the extent they arise or accrue with respect to any period during the Sublease Term from any liabilities or obligations of Subtenant under the provisions of this Sublease (including any obligations under the Master Lease which are payable by Sublandlord at incorporated herein as liabilities or obligations of Subtenant). Except as expressly set forth in Section 1(e) above, Subtenant shall not be required to pay any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, or to perform any obligation that is (i) allocable to any period of time prior to the Sublease Commencement Date or following the expiration or sooner termination of the Sublease (for any reason other than Subtenant’s default), (ii) allocable to any portion of the Master Premises other than the Sublease Premises, (iii) payable as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) a result of a default by Sublandlord of any of its obligations under the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease or as a result of the activities, operations, gross negligence or any act or omission willful misconduct of Sublandlord or any other subtenant of the Premises includingits agents, but not limited to, additional services requested by Sublandlord employees or any such other subtenantcontractors, or sums payable as a result (iv) are incurred for the sole and exclusive benefit of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrumentSublandlord.

Additional Rent. “Additional Rent” means (i) SubtenantSublessee shall also pay to Sublessor Sublessee’s Pro Rata Share of any amounts payable by Sublessor to Master Lessor as “Direct Expenses” (as defined in Section 4.2.2 of the Master Lease) and all sums classified as Additional Rent costs of utilities under Article 3 Section 6.2 of the Master Lease, includingas incorporated herein, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable with respect to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master Lease, and any other sums deemed to Subleased Premises shall be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance Sublessee hereunder as and when such share is determined from time to time amounts are due under the Master Lease, as incorporated herein. Sublessee shall be entitled to its Pro Rata Share of all credits, if any, given by Master Lessor to Sublessor for Sublessor’s overpayment of such expenses. Sublessee shall also pay Sublessor its Pro Rata Share, within thirty (30) days of request by Sublessor, of Sublessor’s actual and reasonable cost of maintaining and operating the autoclave/glass wash facility and in performing any repairs or providing other services to the Shared Areas (ii) such as maintenance of any other sums systems therein but excluding any capital improvements or expenditure), and shall pay the entire cost of such amounts to the extent due to the misuse or excess use or negligence, willful misconduct or violation of this Sublease by Sublessee or its agent, employee, or contractor. All such amounts shall be deemed to be additional rent (“Additional Rent”). Base Rent and Additional Rent hereinafter collectively shall be referred to as “Rent.” Notwithstanding anything to the contrary in the Sublease, Sublessee shall not be required to pay any Rent or perform any obligation that is required as a result of a default by Sublessor of any of its obligations under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease (except to the extent related such default was due to the Subleased Premises and Subtenant’s occupancy thereofnegligence, from the Commencement Date through the Termination Date. Any underpayments willful misconduct or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination violation of this Sublease. Additional RentSublease by Sublessee) or the misuse, howevernegligence or willful misconduct of Sublessor or its agents, shall not include any sums payable to Landlord under contractors or invitees or the Master Lease as a result violation of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested law by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrumentSublessor.

Additional Rent. “Additional In addition to the Base Rent” means , Subtenant shall pay (i) Subtenant’s Share of ), any and all charges, expenses or other sums classified Subtenant is required to pay under the terms of this Sublease, and (ii) any and all "Additional Rent" as defined in the Master Lease (which Additional Rent under Article 3 of the Master Leaseencompasses, including, but not limited to, Taxesamong other things, Operating Expenses, Net Shared Facilities Costs, Rent attributable to Taxes and Assessments, Utilities and Services, Repairs and Maintenance, and the Fitness Centercosts of management services), Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) the periodic payments into the Reserve Fund as provided in Section 18.5 of the Master Lease, and all other amounts required to be paid by Sublandlord under the Master Lease ("Additional Rent," and together with Base Rent, "Subtenant's Rent"), whether directly to Master Landlord or directly to the taxing authorities or to the providers of any of the services, utilities, insurance policies or other matters to be paid for by Subtenant. Sublandlord shall have the same rights and remedies with respect to payment of Additional Rent as Sublandlord shall have with respect to the Base Rent. Subtenant shall remain responsible for Subtenant's Rent and any other charges, expenses or other sums deemed that first arise, accrue or are invoiced at any time during or after the expiration of the Sublease Term, whether by Sublandlord or Master Landlord, to be Additional Rent the extent they arise or accrue with respect to any period during the Sublease Term from any liabilities or obligations of Subtenant under the provisions of this Sublease (including any obligations under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” incorporated herein as liabilities or the “Tenant’s SFC Share” obligations of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrument).

Additional Rent. “(1) Beginning with the payment of Fixed Rent due for the 13th full calendar month of the Term, Sublessee shall pay to Sublessor, as Additional Rent” means (i) Subtenant’s Share , Sublessee's Proportionate Share, as hereinafter defined, of any and all sums classified such amounts as Additional Rent under Article 3 of the Master Lease, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master Lease, and any other sums deemed to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined Sublessor from time to time gives notice to Sublessee that Sublessor is obligated to pay to Landlord in respect of Operating Costs, including estimated payments thereof, under and pursuant to Section 4.2 of the Master Lease, but only to the extent such payments on an annualized basis, exceed, or are reasonably estimated by Sublessor to exceed, $9.50 per rentable square foot per year. Sublessee shall be entitled to Sublessee's Proportionate Share of any credit or refund as and when received by Sublessor, and shall pay Sublessee's (ii2) any other sums All amounts payable by Sublessee to Sublessor pursuant to this Sublease, including, without limitation, Fixed Rent and Additional Rent, shall be deemed to be and shall constitute rent for all purposes hereunder and, in the event of any non-payment thereof, Sublessor shall have all of the rights and remedies provided herein (including, without limitation, those rights and remedies set forth in Section 10 hereof), at law or in equity for non-payment of rent. The obligation of Sublessee to pay all amounts to Sublessor of Fixed Rent and Additional Rent due hereunder, as well as any refund which may be due to Sublessee hereunder, and of other amounts payable by Sublessor to Sublessor under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease Lease, as and to the extent related to the Subleased Premises incorporated herein and Subtenant’s occupancy thereofas modified hereby, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the Expiration Date or earlier termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrument.

Additional Rent. “In addition to paying the Base Rent specified in ---------------- SECTION 3.1 of this Lease, Tenant shall pay "Tenant's Share" of the annual ------------ "Direct Expenses," as those terms are defined in SECTIONS 3.3.7 and 3.3.2 of -------------- ----- this Lease, respectively, to the extent such Direct Expenses are in excess of the amount of the "Annual Direct Expense Allowance" as that term is defined in SECTION 3.3.1 of this Lease multiplied by the number of rentable square feet in -------------- the Premises. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the terms of this Lease, are hereinafter collectively referred to as the "Additional Rent” means ", and the Base Rent and the Additional Rent are herein collectively referred to as "Rent." All amounts due under this ARTICLE 3 as Additional Rent shall be payable for the --------- same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this ARTICLE 3 --------- shall survive the expiration of the Lease Term. If Tenant's Share of the Direct Expenses (as defined in SECTION 3.3.2) incurred during the twelve (12) month ------------- period commencing on the "Lease Commencement Date" as defined in the Adjacent Building Lease (the "STOP YEAR"), on a per rentable square foot basis, exceeds the Annual Direct Expense Allowance, Landlord shall elect, which election shall be subject to the approval of the entities, if any, holding trust deed liens on the Building (collectively, the "Lien Holders"), to either (A) permanently increase the Annual Direct Expense Allowance to be equal to the amount of Tenant's Share of Direct Expenses incurred during the Stop Year, or (B) grant Tenant a one-time credit from Landlord against the next installments of Base Rent, estimated Additional Rent and parking charges coming due, in an amount equal to the net present value of the annuity stream which consists of monthly payments in the amount of one-twelfth (1/12) of said excess of Tenant's Share of the Direct Expenses on a per rentable square foot basis over the Annual Direct Expense Allowance which monthly payments would have continued over the remaining fourteen (14) years of the Lease Term, calculated utilizing the discount rate of -8- TISHMAN WARNER CENTER VENTURE, LLC [20th Century Industries; 6303 Owensmouth] the Federal Reserve Bank of San Francisco plus 1% at the time of payment. Alternatively, if Tenant's Share of the Direct Expenses, on a per rentable square foot basis, incurred during the Stop Year are actually less than the Annual Direct Expense Allowance, the Annual Direct Expense Allowance shall be permanently reduced for the entire Lease Term to the amount of the Direct Expenses per rentable square foot actually incurred during the first Stop Year. For example, if the Direct Expenses on a per rentable square foot basis for the Stop Year are Eight Dollars and seventy-two cents ($8.72) and if the discount rate of the Federal Reserve Bank of San Francisco is 5%, then, Tenant shall be entitled to either (i) Subtenant’s Share of any and all sums classified as Additional Rent under Article 3 of a permanent increase in the Master LeaseAnnual Direct Expense Allowance to $8.72, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master Lease, and any other sums deemed to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed a one-time credit as aforesaid equal to be Additional Rent under Six Dollars and eighty cents ($6.80) per square foot of rentable area in the Master Lease which Premises. If the Direct Expenses on a per rentable square foot basis for the Stop Year are payable by Sublandlord at any time pursuant to Seven Dollars and eighty cents ($7.80), then the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, Annual Direct Expense Allowance shall be adjusted, remitted or refunded, as provided in Paragraphs 3(Creduced to Seven Dollars and eighty cents ($7.80) and 3(F) for the balance of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master initial Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrumentTerm.

Additional Rent. “Additional Rent” means (i) Subtenant’s Share of any and all sums classified During the Term, Subtenant shall pay to Sublandlord, as Additional Rent hereunder, "Subtenant's Share," as that term is defined below, of (a) all costs incurred by Sublandlord in connection with any insurance required to be carried under Article 3 the Master Lease (whether by Sublandlord or by Landlord) (collectively, "Insurance Expenses"), in accordance with the provisions of the Master Lease as incorporated into this Sublease; (b) all "Real Property Taxes;" as that term is defined in the Master Lease, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to in accordance with the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) provisions of the Master Lease, Lease as incorporated into this Sublease; and any other sums deemed to be Additional Rent under the Master Lease that are paid (c) all costs incurred by Sublandlord based upon for water, gas, heat, light, power, telephone, trash disposal (from the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, Building generally) and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant utilities and services supplied to the Master Lease Premises (but only if such utilities and services are also provided to the extent related or made available to the Subleased Premises or to any Subtenant Related Parties), together with any taxes thereon (collectively, "Operating Expenses"), whether such services are separately metered or billed to Sublandlord directly or whether Sublandlord reimburses Landlord for the same. "Subtenant's Share" shall mean the ratio expressed as a percentage that the rentable square footage of the Subleased Premises (as verified pursuant to Section 4.4 below following the substantial completion of the Demising Work) bears to the rentable square footage of the Building; provided, however, until such time as the verification of the rentable square footage of the Subleased Premises has occurred pursuant to Section 4.4 below, Subtenant's Share shall be deemed to be 17.45% (i.e., 6,000 rentable square feet divided by 34,395 rentable square feet), subject to reconciliation upon such verification. Within thirty (30) days following such verification, Subtenant shall pay to Sublandlord any deficiency in prior payments of Additional Rent relating to the period from and Subtenant’s occupancy thereof, from after the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant date that the next installment of Additional RentRent is paid by Subtenant, as the case may beor, if Subtenant shall have overpaid Additional Rent during such period, then Subtenant shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(Fentitled to a credit against the next succeeding installment(s) of the Master LeaseAdditional Rent in an amount equal to such overpayment (or if no installments of Additional Rent remain due hereunder, and then Sublandlord shall refund such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable overpayment to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any Subtenant within thirty (30) days after such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrumentverification).

Additional Rent. “Additional Rent” means Commencing on the Commencement Date and continuing for each month thereafter during the Term, Sublessee shall be responsible for the payment of Sublessee’s Share (as defined below) of Direct Expenses (as defined in Section 4.2.2 of the Master Lease and without markup by Sublessor), except to the extent that any such Direct Expenses relate specifically to portions of the Master Premises other than the Sublease Premises, in which case Sublessor shall be solely responsible for such Direct Expenses. In addition, from and after the Commencement Date, Sublessee shall pay directly to the provider or, in the case of personal property taxes, permits, licenses and fees, directly to the entity imposing such costs, (i) Subtenant’s Share its own telephone, telecommunications and data communications charges, and any other such service contracted for directly by Sublessee in support of any the Sublease Premises; (ii) all personal property taxes, charges and all sums classified as Additional Rent under Article 3 assessments, including the taxes described in Section 4.5 of the Master Lease, includingif any, but not limited toon Sublessee’s trade fixtures, Taxesequipment and other personal property of Sublessee located in the Sublease Premises; (iii) all permit, Operating Expenseslicense or other governmental fees or charges arising out of Sublessee’s use and operation of the Sublease Premises; and (iv) any extraordinary services (i.e., Net Shared Facilities Costs, Rent attributable any services over and above the standard services provided by Master Lessor to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master Lease, and any other sums deemed to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” Sublease Premises or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time Building under the Master Lease) that are provided to the Sublease Premises at the written request of Sublessee (it being understood that Sublessee shall only make a request for such services in writing), or any materially disproportionate usage of building utilities by Sublessee, which Sublessee shares in common with other occupants of the Building and that are not separately metered to the Sublease Premises. All charges payable by Sublessee pursuant to this Paragraph 4.B. and elsewhere under this Sublease (other than Monthly Base Rent and payments to third parties) shall be payable to Sublessor at the address set forth herein and shall be deemed additional rent (“Additional Rent”). Monthly Base Rent and Additional Rent hereinafter shall be referred to as “Rent”. All Additional Rent not required by this Sublease to be paid at the time and in the manner for payment of Monthly Base Rent shall be payable to Sublessee within twenty (20) days after the date of Sublessor’s invoice therefor. “Sublessee’s Share” shall be 20.09% Sublessee’s Share percentage is determined by dividing the rentable square footage of the Sublease Premises (i.e., 33,407 rentable square feet) by the rentable square footage of the Building (i.e., 166,307 rentable square feet) and multiplying by 100. Sublessee and Sublessor agree, as a material part of the consideration given by Sublessee to Sublessor for this Sublease, that Sublessee shall pay Sublessee's Share of all costs, expenses, taxes, insurance, maintenance and other charges of every kind and nature arising in connection with the Sublease Premises during the Term, such that Sublessor shall receive, as net consideration for this Sublease, full reimbursement thereof. Sublessor shall be entitled to rely conclusively on Master Lessor’s determination of estimated and actual Direct Expenses. However, if Sublessor elects in its sole discretion to perform any audit of Direct Expenses and such audit yields a refund or credit for overpayment of Direct Expenses, Sublessor shall provide Sublessee’s Share of such refund or credit to Sublessee (net of Sublessor’s costs of audit and enforcement). At Sublessee’s request and expense, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease provided there exists no Event of Default, Sublessor shall undertake an audit of Direct Expenses to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments permitted by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease. If such audit yields a refund or credit for overpayment of Direct Expenses, the same shall first be applied to reimburse Sublessee for the audit costs, Sublessee shall receive Sublessee’s Share of the remaining refund or credit and Sublessor shall receive the balance of such obligations shall survive refund or credit. For the termination avoidance of this Sublease. Additional Rentdoubt, however, Sublessee shall not include be responsible for any sums payable to Landlord under the Master Lease charges that are assessed against Sublessee as a result of the activities, operationsSublessor’s acts or omissions, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable that are incurred as a result of any breach excess or additional services specifically requested by Sublandlord or any such other subtenant of Sublessor for the terms Sublease Premises without Sublessee’s prior written consent and provisions of the Master Lease, any sublease or any other document or instrumentapproval.

Additional Rent. “(a) In addition to the Base Rent as provided above, Lessee shall directly pay when due, as "Additional Rent” means ," all utility services for the Premises; all real estate taxes, assessments and charges (ior appropriate pro rata portion thereof where a taxing body’s fiscal period does not coincide with the Term of this Lease or any extension thereof) Subtenantseparately assessed for the Premises by applicable governmental authorities, subject to Lessee’s Share good faith right to contest such imposition at Lessee’s sole expense; all risks casualty and liability insurance premiums for the Premises and the Lessee's Business protecting both the interests of any Lessor, Lessee and Lessor’s mortgagee, with the form, content and amount of such coverages specified in this Lease; expenses for management, maintenance, repair and replacement of the Premises, parking lot, driveways, signs, landscaping and all sums classified as Additional Rent other improvements on the Premises, whether interior or external, structural or non-structural, ordinary or extraordinary; all common area charges and other expenses which Lessor is obligated to pay under Article 3 the Lease; and all other costs and expenses associated with the Premises and Lessee's Business. (b) It is the intention of the Master Lease, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable Lessor and Lessee that this Lease be a triple-net or carefree lease to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master LeaseLessor, and Lessor is not responsible for providing any other sums deemed to be Additional Rent under services or paying for any expenses in connection with the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereofLessee's Business. Failure to any extent of Lessee to obtain any service or maintenance, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant any cessation of Additional Rent, as the case may be, shall be adjusted, remitted utilities or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, howeverservices due to any cause, shall not include render Lessor liable in any sums payable respect for damages to Landlord under either person or property, nor be construed as an eviction of Lessee, nor work an abatement of rent, nor relieve Lessee of any of its obligations, except if the Master Lease as a result of the activities, operations, any willful or any negligent act or omission of Sublandlord or any Lessor. (c) The Base Rent and Additional Rent and all other subtenant sums which Lessee agrees to pay under this Lease, and all interest which may accrue thereon in the event of the Premises including, but not limited to, additional services requested by Sublandlord or Lessee’s failure to pay any such other subtenantamounts, together with all damages, costs and expenses which Lessor may reasonably incur by reason of Lessee’s default, monetary or sums payable non-monetary, shall collectively be referred to as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrument"Rent."

Additional Rent. “Additional In addition to Base Rent” means , Sublessee shall also pay to Sublessor the entirety of all other costs payable by Sublessor under the Master Lease, except for any costs for services, repairs or maintenance which are not made at the request or for the benefit of Sublessee (i) Subtenant’s Share "ADDITIONAL RENT"). In addition, at all times during the term of this Sublease, Sublessor shall maintain direct contracts, in Sublessor's own name, with the relevant utility provider, for the provision of any utilities to the Premises, including, without limitation, for utilities such as electricity, water and all sums classified heating. Sublessor shall invoice Sublessee for the costs of the utilities provided under such contracts, and Sublessee shall pay such amounts as Additional Rent under Article 3 pursuant to the terms of this Section 3.(b). Additional Rent shall be payable to Sublessor as and when payments are due from Sublessor pursuant to the Master Lease, but at least five (5) business days prior to the date Sublessor must pay such amounts to Master Lessor. Sublessee shall further pay to Sublessor as Additional Rent any costs and expenses applicable to the Sublease Premises which are paid directly by Sublessor, including, but not limited to, Taxesutilities, Operating Expensespersonal property taxes and real property taxes; provided, Net Shared Facilities Costshowever, that Sublessee shall have no obligation with respect to any of such costs which are incurred solely for the benefit of Sublessor. Base Rent attributable and Additional Rent hereinafter collectively shall be referred to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master Leaseas "RENT." Sublessee shall be entitled to, and benefit from, any other sums deemed to be Additional Rent rental abatement granted Sublessor under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease for whatever reason to the extent related that such abatement relates to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination term of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrument.

Additional Rent. “Additional Rent” means (i) Subtenant’s Share In addition to paying the Base Rent specified in Article 3 of this Lease, Tenant shall pay as additional rent "TENANT'S SHARE" of the annual "DIRECT EXPENSES," as those terms are defined in Sections 4.2.5 and 4.2.1 of this Lease, respectively. Such additional rent, together with any and all sums classified other amounts payable by Tenant to Landlord, as additional rent or otherwise, pursuant to the terms of this Lease, shall be hereinafter collectively referred to as the "ADDITIONAL RENT." The Base Rent and Additional Rent are herein collectively referred to as the "RENT." All amounts due under this Article 4 as Additional Rent under Article 3 shall be payable in the same manner, time and place as the Base Rent. Without limitation on other obligations of Tenant and Landlord which shall survive the expiration of the Master LeaseLease Term, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, the obligations of Tenant to pay the Additional Rent attributable to provided for in this Article 4 shall survive the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) expiration of the Master Lease, Lease Term and Landlord's obligation to refund to Tenant any other sums deemed to be overpayments of such Additional Rent under shall survive the Master expiration of the Lease Term; provided, however, that are paid any such payments made by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” Tenant of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable or any refund to Tenant by Sublandlord at Landlord of any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments overpayments of such Additional Rent shall not constitute a waiver by either Tenant or overpayments by Subtenant of Additional RentLandlord, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord amount that Tenant or any such other subtenant of Landlord (as the terms and provisions of case may be) contend, now or in the Master Lease, any sublease future (subject to the limitations set forth in the Lease or any other document or instrumentunder Applicable Law) are in dispute.

Additional Rent. Commencing as of the Commencement Date and continuing thereafter throughout the Term of this Sublease, Sublessee shall pay as “Operating Expenses” its Pro Rata Share of all Operating Expenses and Taxes and the actual Amenities Fee charged by Lessor on a per rentable square foot basis with an annual increase, as defined in Master Lease. Sublessee’s Pro Rata Share is hereby agreed to be 12.32% (subject to adjustment in the event of a re-measurement of the Building or Premises pursuant to the Master Lease) (“Pro Rata Share”). Sublessee shall pay Operating Expenses based on estimates provided by Sublessor (which shall be based upon the estimates provided by Lessor under the Master Lease), at the same time and in the same manner as the payment of Base Rent. Upon Sublessor’s receipt of an Annual Statement (as defined in the Master Lease), Sublessee will be credited with its Pro Rata Share of any overpayment shown in such Annual Statement, or will pay, within fifteen (15) days after demand, its Pro Rata Share of any underpayment as shown in such Annual Statement. In addition, Sublessee shall pay Sublessor a property management fee in an amount equal to three percent (3%) of the Base Rent, provided that during any period of full or partial Base Rent abatement, Sublessee shall pay the property management fee based on the amount of Base Rent that would have been payable but for the Base Rent abatement. All sums payable by Sublessee hereunder, including, without limitation Operating Expenses and the property management fee, may be referred to as “Additional Rent” means (i) Subtenant’s Share of any and all sums classified as Additional Rent under Article 3 of the Master Lease, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master Lease, and any other sums deemed to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, together with Base Rent may be referred to herein as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional “Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrument.”

Additional Rent. For the purposes of this Sublease: the rentable area of the Sublet Premises shall mean 24,523 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 21.37%, which is the agreed percentage obtained by dividing 24,523 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional RentRent Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2008 (the “Base Year” means (i) Subtenantfor purposes of this Sublease); and further provided that the “gross up” provisions of Section 4.2 of the Prime Lease shall be limited to Landlord’s gross up of Project and Building Operating Expenses under the Prime Lease and shall not require Sublessee to pay more that the Sublessee’s Share of any and all sums classified as Additional Rent under Article 3 of the Master Lease, including, but not limited to, Taxes, such Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master Lease, and any other sums deemed to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are Expenses payable by Sublandlord Sublessor if the Building is not fully sublet or occupied at any time during the Sublease Term; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Master Prime Lease other than Article 3 or 4 of the Prime Lease (less any applicable credits), provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. If any applicable taxing authority requires payment of such taxes as a component of taxes payable by Sublessor to such taxing authority, Sublessor shall notify Sublessee of such requirement and Sublessee shall thereafter make such payments to Sublessor concurrently with the payment of the Rent upon which the tax is based as set forth above. (d) Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of the Base Year charges and calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the extent related to the Subleased Premises and Subtenantaccuracy of Landlord’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant calculations of Additional Rent, as the case may be, shall be and (b) dispute such calculations and seek to have them adjusted, remitted or refunded, as provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in Paragraphs 3(C) and 3(F) of the Master Lease, and connection with such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrumentdispute.

Additional Rent. “Additional Rent” means 11.1 Subtenant stipulates that it is familiar with the provisions of Section V.(c) of the Sublease and agrees that such provision is incorporated herein by reference, except that the Base Pilot Amount shall mean the PILOT for the tax fiscal year July 1, 2000 through June 30, 2001. 11.2 Subtenant stipulates that it is familiar with the provisions of Section V.(d) of the Sublease and agrees that such provision is incorporated herein by reference, except that the Base Operating Year shall mean the Operating Expenses for the calendar year 2000. Notwithstanding anything to the contrary contained in this Section 11.2, the additional rent paid pursuant to this Section 11.2 shall be abated during the period commencing on the Underlease Commencement Date and ending on June 30, 2001. 11.3 Undertenant shall pay to Underlandlord any "Tenant Surcharges" (i) Subtenant’s Share of as that term is hereinafter defined. "Tenant Surcharges" shall mean any and all sums classified amounts other than annual fixed rent, "Operating Expenses" [as Additional Rent under Article 3 such term is defined in the Main Lease] and the "PILOT" [as such term is defined in the Main Lease] which, by the terms of the Master Sublease or Main Lease, become due and payable by Underlandlord to Sublandlord or to Overlandlord as additional rent or otherwise and which would not have become due and payable but for the acts, requests for services, and/or failures to act of Undertenant, its agents, officers, representatives, employees, servants, contractors, invitees, licensees or visitors under this Underlease, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master Lease, and any other sums deemed to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and : (iii) any increases in Overlandlord's or Sublandlord's fire, rent or other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, insurance premiums resulting from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or Undertenant, (ii) any other subtenant additional charges to Underlandlord on account of the Premises includingUndertenant's use of heating, but not limited toventilation, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrument.air

Additional Rent. “Additional Rent” means (i) Subtenant’s Share of any Beginning on the Sublease Commencement Date and all sums classified as Additional Rent under thereafter throughout the Term and in accordance with Article 3 3.2 of the Master Lease, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable Subtenant will pay to Sublandlord as additional rent (“Additional Rent”) an amount equal to the Fitness Centersum of (i) Tenant’s Proportionate Share of the Building (as defined in the Master Lease) for the Property Maintenance Costs (as defined in the Master Lease) incurred by Landlord related solely to the Building; (ii) Tenant’s Proportionate Share of the Building for the Real Property Taxes (as defined in the Master Lease) related solely to the Building and the Parcel 5 Land upon which the Building is located; (iii) Tenant’s Proportionate Share of Project (as defined in the Master Lease) for the Operating Expenses (as defined in the Master Lease) related to the Outside Areas (as defined in the Master Lease); and (d) Tenant’s Proportionate Share of the Building for Landlord’s Insurance Costs (as defined in the Master Lease) for the Building as to Insurance Costs covering the Building and Tenant’s Proportionate Share of Project as to Insurance Costs covering the Project or Landlord. All Additional Rent payable by Subtenant will be paid to Sublandlord by Subtenant no later than the time that Sublandlord is required to pay the same under the Master Lease. Notwithstanding anything herein or in the Master Lease to the contrary, Cafeteria Subtenant will pay Additional Rent to Sublandlord on a direct pass-through basis, subject to Subtenant’s right to review and Circulation Area payable pursuant to Paragraph 3(G) trigger an audit of all such Additional Rent in accordance with Section 3.9 of the Master Lease, and any other sums deemed as further set forth in Section 4(c) below. All amounts required to be Additional Rent under the Master Lease that are paid by Sublandlord based upon Subtenant under this Section 4(b) will be paid in the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance same manner as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Base Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrumentSection 4(a).

Additional Rent. “Additional Rent” means In addition to paying the Base Rent specified in Article 3 above, Tenant shall pay as additional rent the sum of the following: (i) Subtenant’s the applicable Tenant's Share (as defined below) of the annual Operating Expenses allocated to the applicable Building as to which such Tenant's Share pertains (pursuant to Section 4.3.4 below) which are in excess of the amount of Operating Expenses allocated to such applicable Building and applicable to the Expense Base Year; plus (ii) the applicable Tenant's Share of the annual Tax Expenses allocated to the applicable Building as to which such Tenant's Share pertains (pursuant to Section 4.3.4 below) which are in excess of the amount of Tax Expenses allocated to such applicable Building and applicable to the Tax Expense Base Year; plus (iii) the applicable Tenant's Share of the annual Utilities Costs allocated to the applicable Building as to which such Tenant's Share pertains (pursuant to Section 4.3.4 below) which are in excess of the amount of Utilities Costs allocated to such applicable Building and applicable to the Utilities Base Year. Such additional rent, together with any and all sums classified other amounts payable by Tenant to Landlord pursuant to the terms of this Lease (including, without limitation, pursuant to Article 6), shall be hereinafter collectively referred to as the "Additional Rent." The Base Rent and Additional Rent are herein collectively referred to as the "Rent." All amounts due under this Article 4 as Additional Rent under Article 3 of shall be payable for the Master Leasesame periods and in the same manner, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria time and Circulation Area payable pursuant to Paragraph 3(G) of the Master Lease, and any other sums deemed to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, place as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) Base Rent. Without limitation on other obligations of the Master Lease, and such obligations Tenant which shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result expiration of the activitiesLease Term, operations, or any act or omission the obligations of Sublandlord or any other subtenant Tenant to pay the Additional Rent provided for in this Article 4 accruing during the Lease Term shall survive the expiration of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrumentLease Term.

Additional Rent. “Additional Rent” means (i) Subtenant’s Share All monies other than Base Rent required to be paid by Sublessor under the Master Lease as to the Subleased Premises, including, without limitation, 46.89% of any and all sums classified amounts payable by Sublessor to Master Lessor as Additional Rent under Article 3 “Direct Expenses” (as defined in Section 4.2.2 of the Master Lease, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master Lease, and any other sums deemed to shall be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance Sublessee hereunder as and when such share is determined from time to time amounts are due under the Master Lease, as incorporated herein. Sublessee shall be entitled to all credits, if any, given by Master Lessor to Sublessor for Sublessor’s overpayment of such amounts. Sublessee shall also pay Sublessor, within thirty (30) days of request by Sublessor, one hundred percent (100%) of (i) Sublessor’s cost of providing daily janitorial services, including nightly and weekend janitorial services, as to the Subleased Premises, (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant Sublessor’s cost of utilities as to the Master Lease Subleased Premises, and (iii) Sublessor’s cost of providing other services to the Premises to the extent related to the same benefit the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date(such as maintenance of any systems therein). Any underpayments or overpayments by Subtenant of All such amounts shall be deemed additional rent (“Additional Rent”). Base Rent and Additional Rent hereinafter collectively shall be referred to as “Rent”. Sublessee and Sublessor agree, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) a material part of the Master Lease, and such obligations shall survive the termination of consideration given by Sublessee to Sublessor for this Sublease. Additional Rent, howeverthat Sublessee shall pay all costs, shall not include any sums expenses, taxes, insurance, maintenance and other charges of every kind and nature payable to Landlord under this Sublease or payable under the Master Lease as a result of to the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrumentSubleased Premises.

Additional Rent. (i) All monies other than Base Rent required to be paid by Sublessor under the Master Lease during the Term, including, without limitation, any amounts payable by Sublessor to Master Lessor as “Direct Expenses” (as defined in Section 4.2.2 of the Master Lease), shall be paid by Sublessee hereunder as and when such amounts are due under the Master Lease, as incorporated herein. All such amounts shall be deemed additional rent (“Additional Rent” means ”). Base Rent and Additional Rent collectively shall be referred to as “Rent”. Sublessee and Sublessor agree, as a material part of the consideration given by Sublessee to Sublessor for this Sublease, that Sublessee shall pay all costs, expenses, taxes, insurance, maintenance and other charges of every kind and nature arising in connection with this Sublease, the Master Lease or the Subleased Premises during the Term, including all gross receipts taxes, such that Sublessor shall receive, as a net consideration for this Sublease, the Base Rent payable under Paragraph 4.A. hereof. (iii) Subtenant’s Share Promptly after receipt by Sublessor of any and all sums classified Statement or Estimate Statement (as such terms are defined in Section 4.4 of the Master Lease) from Master Lessor or of any ▇▇▇▇ or statement from Master Lessor in respect of which Sublessee shall, pursuant to the terms of this Paragraph 4.B. be required to pay Additional Rent, Sublessor shall deliver a comparable statement to Sublessee, together with copies of the statements received by Sublessor from Master Lessor, setting forth the amount of Additional Rent under Article 3 payable by Sublessee hereunder. If Sublessor shall receive a refund of any amounts from Master Lessor pursuant to the terms of the Master Lease, includingSublessor shall promptly notify Sublessee and shall, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master Lease, and any other sums deemed to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrument.within thirty

Additional Rent. “Additional Rent” means (i) Subtenant’s Share of any and all sums classified as Additional All monies other than Base Rent required to be paid by Sublessor under Article 3 of the Master Lease, including, but not limited towithout limitation, Taxes, any amounts payable by Sublessor to Master Lessor as “Reimbursable Operating Expenses, Net Shared Facilities Costs, Rent attributable to ” and the Fitness Center, Cafeteria “Management Fee” (as defined in Sections 9 and Circulation Area payable pursuant to Paragraph 3(G) 20N of the Master Lease), and any other sums deemed to shall be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance Sublessee hereunder as and when such share is determined from time to time amounts are due under the Master Lease, as incorporated herein. Sublessee shall also pay to Sublessor any gross receipts or rent tax payable with respect to this Sublease and all costs directly incurred by or at the request of Sublessee with respect to its use of the Subleased Premises. All such amounts shall be deemed additional rent (ii) any other sums deemed to be “Additional Rent”). Base Rent and Additional Rent hereinafter collectively shall be referred to as “Rent”. Notwithstanding the foregoing, Sublessee shall not be responsible for Reimbursable Operating Costs (including, without limitation, any amounts payable under the Master Lease which are payable by Sublandlord at any time for the increase in value of Master ▇▇▇▇▇▇’s insurance on the Buildings pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) Section 10B of the Master Lease) or the Management Fee during the first six (6) months of the Sublease Term (but for the avoidance of doubt, Sublessee shall be responsible for the costs of utilities and such obligations shall survive its specific requests or actions). Notwithstanding anything to the termination of this contrary in the Sublease. Additional Rent, however, Sublessee shall not include be required to pay (i) any sums payable to Landlord under the Master Lease as a result of the activities, operations, Rent or perform any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums obligation that is payable as a result of a default by Sublessor of any breach of its obligations under the Master Lease (except to the extent such default was due to the misuse, negligence, willful misconduct or violation of this Sublease by Sublandlord Sublessee or its agents, contractors or invitees) or the misuse, negligence or willful misconduct of or by Sublessor or its agents, contractors or invitees (which, for the avoidance of doubt, shall exclude Sublessee and its agents, contractors or invitees) or the violation of law by Sublessor, (ii) any such other subtenant of the terms and provisions costs required to be paid by Sublessor pursuant to Section 6E of the Master LeaseLease in connection with seismic upgrades triggered by any “Tenant Improvements” or “Alterations” by Sublessor (including, without limitation, the Sublessor’s Work), (iii) any sublease “Required Tenant Payment” set forth in Section 6E of the Master Lease as amended by Section 4 of the Third Amendment, and (iv) any “Surrender Payment” set forth in Section 7A of the Master Lease with respect to the removal or restoration of any other document alterations or instrumentimprovements that Sublessee is not required to remove or restore pursuant to Paragraph 15 of this Sublease.

Additional Rent. All monies other than Base Rent required to be paid by Sublessor under the Master Lease as to the Subleased Premises, including, without limitation, any amounts payable by Sublessor to Master Lessor as “Additional RentOperating Expenses” means (i) Subtenant’s Share of any and all sums classified as Additional Rent under Article 3 defined in Section 4.2 of the Master Lease), including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master Lease, and any other sums deemed to shall be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance Sublessee hereunder as and when such share is determined from time to time amounts are due under the Master Lease, and as incorporated herein. Sublessee shall also pay to Sublessor (i) any gross receipts or rent tax payable with respect to this Sublease, (ii) any other sums deemed all costs directly incurred by or at the request of Sublessee with respect to be Additional Rent under its use of the Master Lease which are payable by Sublandlord at any time pursuant to Subleased Premises and (iii) the Master Lease to the extent related share allocable to the Subleased Premises and Subtenant’s occupancy thereofas reasonably determined by Sublessor of the actual, from reasonable costs incurred by Sublessor with respect to the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional RentPremises, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of including to perform its obligations under the Master Lease, including with respect to utilities and roof and Building system maintenance, or to provide the services, including security, described herein to the extent not included in Operating Expenses. Sublessee shall pay to Sublessor all such obligations amounts within thirty (30) days of invoice therefor. All such amounts shall survive be deemed additional rent (“Additional Rent”). Base Rent and Additional Rent hereinafter collectively shall be referred to as “Rent”. Sublessee and Sublessor agree, as a material part of the termination of consideration given by Sublessee to Sublessor for this Sublease. Additional Rent, howeverthat Sublessee shall pay all costs, shall not include any sums payable to Landlord under expenses, taxes, insurance, maintenance and other charges of every kind and nature arising in connection with this Sublease, the Master Lease as a result of to the activitiesSubleased Premises or the Subleased Premises, operationssuch that Sublessor shall receive, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of net consideration for this Sublease, the terms and provisions of the Master Lease, any sublease or any other document or instrumentBase Rent payable under Paragraph 4.A hereof.

Additional Rent. “Sublessee acknowledges that Sublessor is obligated to pay to Landlord all amounts provided for in Section 4(b) of the Lease ("Additional Rent” means "). Sublessee agrees to pay to Sublessor as Additional Rent hereunder (i) Subtenant’s its Pro Rata Share of any and all sums classified as such Additional Rent charged to Sublessor by Landlord under Article 3 of the Master Lease, includingprovided however, but not limited tothat (A) with respect to such Additional Rent payable in connection with HVAC, Taxeselectricity, Operating Expenseswater and gas costs, Net Shared Facilities Costs, Sublessee shall pay to Sublessor seventy percent (70%) of such Additional Rent attributable allocable to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master LeaseBuilding, and any (B) with respect to all other sums deemed to be components of such Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Rent, Sublessee's Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master LeaseShare shall be thirty-four percent (34%), and (ii) any and all other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises costs and Subtenant’s occupancy thereofexpenses Sublessor incurs, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of Sublessee's use of Building services that are in excess of Sublessee's Pro Rata Share of those services provided to Sublessor by Landlord under the activitiesLease, operations, or any act or omission of Sublandlord or and (iii) any other subtenant of costs and expenses incurred by Sublessor under the Premises includingLease, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any arising out of Sublessee's use and occupancy of the Premises, regardless of whether such other subtenant excess costs arise under the Lease or otherwise. Sublessee shall pay such Additional Rent in accordance with the terms for payment set forth in the Lease. Sublessee shall have the right to verify Additional Rent through periodic review of Sublessor's records in accordance with the terms and provisions conditions of Paragraph 4(c) of the Master Lease with each reference therein to "Landlord," "Tenant," and "Lease" being deemed to refer to Sublessor, any sublease or any other document or instrumentSublessee and this Sublease, respectively.

Additional Rent. “Additional Rent” means In addition to the Base Rent payable by Sublessee under this Sublease, Sublessee shall also pay the following expenses under the Lease: (i) Subtenant’s Share of any and all sums classified as Additional Rent under Article 3 fifty percent (50%) of the Master Leasecost of all summer landscaping; (ii) fifty percent (50%) of the cost of lawn irrigation maintenance; (iii) all water bills levied against the Leased Premises, includingexcept when lawn irrigation is underway, but not limited toin which case Sublessee shall pay fifty percent (50%) of the water bills; (iv) all electricity expenses over and above the sum of SEVEN HUNDRED AND NO/100 DOLLARS ($700.00) incurred on a monthly basis; (v) seventy-five percent (75%) of all gas expenses on a monthly basis; (vi) the cost of preventative maintenance for all heating and air-conditioning units in the Sublease Space; and (vii) all other maintenance and operational costs and expenses chargeable to Sublessor, Taxesas tenant, Operating Expenses, Net Shared Facilities Costs, Rent under the Lease and attributable to the Fitness CenterSublease Space (collectively, Cafeteria and Circulation Area payable pursuant the "Additional Rent"). Sublessor shall submit written invoices to Paragraph 3(G) Sublessee requesting payment of all or any portion of the Master Lease, and Additional Rent. Sublessee shall pay all Additional Rent within ten (10) days from the effective date of Sublessor's invoice for the same. In the event that Sublessor receives any other sums deemed to be refund of Additional Rent under the Master Lease that are or otherwise, with respect to amounts paid by Sublandlord based upon Sublessee for the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refundedSublease Space, as provided in Paragraphs 3(C) and 3(F) herein, then Sublessor shall promptly remit all such refunds to Sublessee. In the event the remainder of the Master LeaseLeased Premises (excluding the Sublease Space) is sublet to a third party, Sublessor and such obligations shall survive Sublessee agree to amend this Additional Rent provision to reflect the termination presence of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrumentanother sublessee.

Additional Rent. “Additional Rent” means This Lease is intended to be a triple-net Lease with respect to Landlord; and subject to Paragraph 13(b) below, the Base Rent owing hereunder is (i) Subtenant’s Share to be paid by Tenant net of all costs and expenses relating to Landlord's ownership and operation of the Project and the Building, and (ii) not to be reduced, offset or diminished, directly or indirectly, by any cost, charge or expense payable hereunder by Tenant or by others in connection with the Premises, the Building and/or the Project or any part thereof. The provisions of this Paragraph 4(b) for the payment of Tenant's Proportionate Share(s) of Expenses (as hereinafter - - - - - - - - Confidential Treatment Requested. defined) are intended to pass on to Tenant its share of all such costs and expenses. In addition to the Base Rent, Tenant shall pay to Landlord, in accordance with this Paragraph 4, Tenant's Proportionate Share(s) of all costs and expenses paid or incurred in connection with the operation, maintenance, management and repair of the Premises, the Building and/or the Project or any part thereof (collectively, the "Expenses"), including, without limitation, all the following items (Tenant's Proportionate Share(s) of the Expenses is hereinafter referred to as "ADDITIONAL RENT"): (i) All supplies, materials and rental equipment used in the operation and maintenance of the Project. (ii) Utilities, that are not separately metered to Tenant, including, without limitation, water, power, gas, sewer, waste disposal, communication and cable T.V. facilities, heating, cooling, lighting and ventilation of the Project. (iii) A management fee equal to [*] of the annual Base Rent derived from the Building; and all sums classified as Additional Rent under Article 3 wages, salaries and other compensation for any employees who provide service to the Building and/or the Project, provided that such wages, salaries and other compensation shall not exceed [*] in any given year (the "WAGE CEILING") (such Wage Ceiling to increase each year by [*] of the Master LeaseWage Ceiling for the preceding year). (iv) Legal and accounting services for the Project, including, but not limited to, Taxes, the costs of audits by certified public accountants of Basic Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master Lease, and any other sums deemed to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional RentCost records; provided, however, that legal expense shall not include the cost of (A) negotiating lease terms for prospective tenants, (B) negotiating termination or extension of leases with existing tenants, (C) proceedings against any other specific tenant relating to such tenant's breach of its lease, including, without limitation, failure to pay rent or other sums payable due to Landlord under the Master Lease as a result from such tenant, or (D) legal costs incurred in connection with development and/or construction of the activitiesProject. (v) All insurance premiums and costs, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenantthe premiums and costs of fire, or sums payable casualty, liability, rental abatement and earthquake insurance applicable to the Project and Landlord's personal property used in connection therewith (and all amounts paid as a result of loss sustained that would be covered by such policies but for "deductible" or self-insurance provisions); provided, however, that Landlord may, but shall not be obligated to, carry earthquake insurance. Notwithstanding the foregoing, if Landlord elects to carry earthquake insurance, Tenant shall only be obligated to pay the following amounts on account of such earthquake insurance during any breach calendar year: (A) if the premiums and costs associated with the earthquake insurance for the Building carried by Sublandlord Landlord for any given year are equal to or less than the Break Point defined below, Tenant shall pay [*] of such premiums and costs as Additional Rent; or (B) if the premiums and costs associated with the earthquake insurance for the Building carried by Landlord for any given year exceed the Break Point, Tenant shall only pay [*] of such premiums and costs as Additional Rent. For purposes of this provision, "BREAK POINT" shall equal [*] (such amount to increase each year by [*] of the Break Point for the preceding year). By way of example, if the premium and costs for earthquake insurance carried by Landlord in a calendar year are [*], Tenant shall be responsible for payment of [*] as Additional Rent; however, - - - - - - - - Confidential Treatment Requested. if the premiums and costs for earthquake insurance carried by Landlord in a calendar year are [*], Tenant shall be responsible for paying [*] as Additional Rent. If for any reason the earthquake insurance carried by Landlord is part of an umbrella or overall insurance policy covering the Building, the Project and other buildings, the determination of premiums and costs shall be based on the allocated portion of the premium and costs with respect to the Building, as reasonably determined by Landlord. (vi) Repairs, replacements and general maintenance (except for repairs and replacements (A) paid for from the proceeds of insurance, (B) paid for directly by Tenant, other tenants or any such other subtenant third party, or (C) for the benefit solely of tenants of the terms and Project other than Tenant to the extent that Tenant could not obtain similar services from Landlord without an obligation to reimburse Landlord for the entire cost thereof under the provisions of this Lease). (vii) All real estate or personal property taxes, possessory interest taxes, business or license taxes or fees, service payments in lieu of such taxes or fees, annual or periodic license or use fees ("REAL PROPERTY TAXES"), including, but not limited to, all of the Master Leasefollowing: (A) all real estate taxes and assessments, and all other taxes relating to, or levied, assessed or imposed on, the Project, or any portion thereof, or interest therein; (B) all taxes, assessments, charges, levies, fees, excises or penalties, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of any kind and nature imposed, levied upon, measured by or attributable to Landlord's equipment, furniture, fixtures and other property located in, or used in connection with, the Project, or levied upon, measured by or reasonably attributable to the cost or value of any of the foregoing; (C) all other taxes, assessments, charges, levies, fees, or penalties, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of any kind and nature imposed, levied, assessed, charged or collected by any governmental authority or other entity either directly or indirectly (1) for public improvements, user, maintenance or development fees, transit, housing, employment, police, fire, open space, streets, sidewalks, utilities, job training, child care or other governmental services or benefits, (2) upon or with respect to the development, possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy of, or business operations in, the Project, (3) upon, against or measured by the area of the Project, or uses made thereof, or leases made to tenants thereof, or all or any part of the rents collected or collectible from tenants thereof, and (4) for environmental matters or as a result of the imposition of mitigation measures, including parking taxes, employer parking regulations, or fees, charges or assessments as a result of the treatment of the Project, or any portion thereof or interest therein, as a source of pollution or storm water runoff; (D) any tax or excise, however described, imposed in addition to, or in substitution partially or totally of, any sublease or all of the foregoing taxes, assessments, charges or fees; and (E) any and all costs, expenses and attorneys' fees paid or incurred by Landlord in connection with any proceeding or action to contest in whole or in part, formally or informally, the imposition, collection or validity of any of the foregoing taxes, assessments, charges or fees. If by law any Real Property Taxes may be paid in installments at the option of the taxpayer, then Landlord shall include within Real Property Taxes only those installments (including interest, if any) which would become due by exercise of such option. Real estate taxes shall not include (x) inheritance or estate taxes imposed upon or assessed against the Project, or any other document part thereof or instrumentinterest therein, or (y) taxes computed upon the basis of the net income derived from the Project by Landlord or the owner of any interest therein. (viii) Amortization (together with reasonable financing charges) of capital improvements made to the Premises, the Building or the Project subsequent to the Commencement Date that (A) are or will be required to comply with applicable law, ordinance rule or regulation, enacted or enforced after the Commencement Date, (B) are replacements of items which Landlord is obligated to maintain, or (C) are designed to improve the operating efficiency of the Project ("LIMITED CAPITAL IMPROVEMENTS"); provided, however, that in the case of Limited Capital Improvements made solely for effciency purposes, the amount chargeable as an Expense in any year shall not exceed Landlord's reasonable determination of the efficiency achieved either in direct cost savings, avoidance of cost increases anticipated to be realized during the Term, or a combination of both. As used in this Paragraph 4(b)(viii), "AMORTIZATION" shall mean allocation of the cost equally to each year of useful life of the items being amortized or a shorter period equal to the number of years required to recover the cost of said item of capital improvement out of the savings in operating efficiency derived therefrom.

Additional Rent. “Additional In addition to Base Rent” means , Sublessee shall also pay directly to Master Lessor, with a copy to Sublessor, the entirety of all other costs payable by Sublessor under the Master Lease, except for any costs for services, repairs or maintenance which are not made at the request or for the benefit of Sublessee (i) Subtenant’s Share "ADDITIONAL RENT"). In addition, at all times during the Term of this Sublease, Sublessor shall maintain direct contracts, in Sublessor's own name, with the relevant utility provider, for the provision of any utilities to 1. the Subleased Premises, including, without limitation, for utilities such as electricity, water and all sums classified heating. Sublessor shall invoice Sublessee for the costs of the utilities provided under such contracts, and Sublessee shall pay to Sublessor such amounts as Additional Rent under Article 3 pursuant to the terms of this Section 3.(b). Additional Rent shall be payable to Master Lessor, except for those payments that are expressly due to Sublessor hereunder, which shall be due at least five (5) business days prior to the date Sublessor must pay such amounts to Master LeaseLessor. Sublessee shall further pay to Sublessor as Additional Rent any costs and expenses applicable to the Subleased Premises which are paid directly by Sublessor, including, but not limited to, Taxesutilities, Operating Expensespersonal property taxes and real property taxes; provided, Net Shared Facilities Costshowever, that Sublessee shall have no obligation with respect to any of such costs which are incurred solely for the benefit of Sublessor. Base Rent attributable and Additional Rent hereinafter collectively shall be referred to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master Leaseas "RENT." Sublessee shall be entitled to, and benefit from, any other sums deemed to be Additional Rent rental abatement granted Sublessor under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease for whatever reason to the extent related that such abatement relates to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination Term of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrument.

Additional Rent. “Additional Rent” means In addition to paying the Base Rent specified in Article 3 of this Lease, Tenant shall pay to Landlord as additional rent the sum of the following: (i) SubtenantTenant’s Share of the annual Operating Expenses allocated to the Building pursuant to Section 4.3.4, which are in excess of the amount of Operating Expenses allocated to the Building and applicable to the Expense Base Year; plus (ii) Tenant’s Share of the annual Tax Expenses allocated to the Building pursuant to Section 4.3.4, which are in excess of the amount of the Tax Expenses allocated to the Building and applicable to the Tax Expense Base Year; plus (iii) Tenant’s Share of the annual Utilities Costs allocated to the Building pursuant to Section 4.3.4 which are in excess of the amount of Utilities Costs allocated to the Building and applicable to the Utilities Base Year. Notwithstanding any other provisions of this Article 4 to the contrary, in no event shall Tenant be obligated to pay any Operating Expenses, Tax Expenses or Utilities Costs for the initial Premises leased by Tenant under this Lease for the first (1st) year of the initial Lease Term. Such additional rent, together with any and all sums classified other amounts payable by Tenant to Landlord pursuant to the terms of this Lease, shall be hereinafter collectively referred to as the "Additional Rent.” The Base Rent and Additional Rent are herein collectively referred to as the "Rent.” All amounts due under this Article 4 as Additional Rent under Article 3 shall be payable for the same periods and in the same manner, time and place as the Base Rent except as otherwise provided in this Lease. Without limitation on other obligations of Tenant which shall survive the expiration of the Master Lease, includingLease Term, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable subject to the Fitness Centerlimitations set forth in Section 4.3.2 below, Cafeteria the obligations of Tenant to pay the Additional Rent provided for in this Article 4, and Circulation Area payable pursuant ▇▇▇▇▇▇▇▇’s obligation to Paragraph 3(G) refund any overpayment by ▇▇▇▇▇▇, shall survive the expiration of the Master Lease Term for a period of two (2) years from the date of expiration or termination of this Lease; provided, and however, that any other sums deemed to be such payments made by Tenant of any Additional Rent under the Master Lease that are paid or any refund to Tenant by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” Landlord of Sublandlord, in each instance as any overpayments of such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable shall not constitute a waiver by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments either Tenant or overpayments by Subtenant of Additional RentLandlord, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord amount that Tenant or any such other subtenant of Landlord (as the terms and provisions of case may be) contend, now or in the Master Lease, any sublease future (subject to the limitations set forth in this Lease or any other document or instrumentunder applicable Laws) are in dispute.

Additional Rent. (a) In addition to the Fixed Rent commencing on the Commencement Date, Sub-Sublessee shall pay to Sub-Sublessor, as additional rent (“Additional Rent”), one hundred (100%) percent of the “Additional Rent” means (as such term is defined in the Sublease), and as assessed to Sub-Sublessor with respect to the Sublet Premises on account of the Term pursuant to the provisions of Paragraph 3b of the Sublease; provided, however, that for the purposes hereof: (i) SubtenantSub-Sublessee shall be obligated to pay the Percentage, as defined in the Sublease, of Real Estate Taxes (as defined in the O▇▇▇▇▇▇▇▇, but calculated as in the Sublease without regard to any ICIP credit or deferrals) in excess of the Real Estate Taxes payable for the 2002/2003 tax year; and (ii) For purposes of calculating Sub-Sublessee’s Share Percentage of any and all sums classified Expenses, as defined in the Sublease, the Expense Base Factor (as defined in the O▇▇▇▇▇▇▇▇) shall mean the calendar year 2002. (b) Each installment of Sub-Sublessor’s Additional Rent which Sub-Sublessee is required to pay under Article 3 of this Section shall be paid on or before the Master Leasedate which is three (3) days prior to the date that the corresponding installment is due under the Sublease. (c) All amounts payable by Sub-Sublessee to Sub-Sublessor pursuant to this Sub-Sublease, including, but not limited towithout limitation, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master LeaseFixed Rent, and any other sums Sub-Sublessee’s Additional Rent shall be deemed to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlordand shall constitute rent for all purposes hereunder and, in each instance as such share is determined from time the event of any nonpayment thereof, Sub-Sublessor shall have all of the rights and remedies provided herein, at law or in equity for nonpayment of rent. The obligation of Sub-Sublessee to time under the Master Lease, and (ii) any other sums deemed pay all amounts to be Additional Rent under the Master Lease which are payable by Sublandlord at any time Sub-Sublessor pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional RentSublease, as the case may beincorporated herein and as modified hereby, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the Expiration Date or earlier termination of this Sub-Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrument.

Additional Rent. (a) With respect to the Subleased Premises, during the Term, Sublessee shall pay to Sublessor as “Additional Rent” means as follows: (i) Subtenant’s Share of any and all sums classified Any items specified in the Prime Lease to be additional rent (except for electricity expenses, which shall be billed to Sublessee as Additional Rent under Article 3 of the Master Lease, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(Gset forth in Section 4(a)(ii) of the Master Lease, below) and any other sums deemed of money, costs, charges, adjustments, increases, rent or additional rent payable by Sublessor to Landlord under the Prime Lease attributable to the Subleased Premises or the use and occupancy, thereof by Sublessee, or to any alteration or Tenant Change (as such term is defined in ‘the Prime Lease), made or to be made therein by or for Sublessee, provided, that, for the purposes of calculating the amount of Additional Rent under the Master Lease that are paid payable by Sublandlord based upon the Sublessee to Sublessor in respect of Taxes nod tile “Tenant’s Pro Rata SharePercentage” (as defined in the Prime Lease) shul1 be deemed to 2.2590% (subject to adjustment as provided in the Prime Lease), with all other terms having the same meanings ascribed to them in Article 38 of tile Prime Lease, except that the ''Base Year Taxes” (as defined in the Prime Lease) for purposes of this Sublease shall mean the Real Estate Taxes” for the 2005/2006 Tax Year. Sublessee is not obligated to pay any Additional Rent by reason of increases in ▇▇▇▇▇▇-wage, operating expenses or similar escalations. Except as modified by this Sublease, with respect to the Subleased Premises, the Additional Rent for Taxes shall be calculated in accordance with tile terms of the Prime Lease; and,” (ii) Additional Rent for electricity at the rate of $2,50 per rentable square foot of the Subleased Premises per annum ($17,985 per annum), payable in equal monthly installments of $1,498.75 (the “Tenant’s SFR Share” Electric Inclusion Amount”), which the parties have agreed is the reasonable value to Sublessee, as of the date of tins Sublease, for normal electric service to be provided to the Subleased Premises for lighting, light office equipment and the usual small business machines during Business Hours on Business Days (as defined in the Prime Lease). The Electric Inclusion Amount shall he paid in addition to the Fixed Rent and shall be paid ot the same time and in the same manner as Fixed Rent. Except as specifically set forth herein, there shall he no separate charge to Sublessee for such electric energy by way of measuring the use of electricity on any meter or otherwise. Notwithstanding anything to the contrary set forth in this Sublease, the Electric Inclusion Amount shall remain at the amount set forth above in this subparagraph for the first 365 days following the Commencement Date. The Electric Inclusion Amount shall be subject to the following: (A) If the cost to provide electric energy to the Subleased Premises (the “TenantElectric Cost”) is increased or decreased after the date of this Sublease, then the Electric Inclusion Amount shall be increased or decreased by an amount equal to the product of (i) the then-existing Electric Inclusion Amount and (n) the percentage increase or decrease in such Electric Cost. Any increase or decrease shall be effective as of the date of such increase or decrease and shall be made retroactively if necessary. Upon the request of either party, Sublessor and Sublessee shall execute a supplementary agreement confirming the increase or decrease. Any adjustment shall be effective even if such supplementary agreement is not executed and delivered. In no event shall the provisions of this subsection A operate to reduce the Electric Inclusion Amount below the amount set forth above; and (B) The Electric Inclusion Amount is based upon Sublessor’s SFC Share” assumption that Sublessee’s initial electrical installation will only require electrical service in an amount equal to or less than the amount permitted under Section 39 of Sublandlordthe Prime Lease and that Sublessee will use electrical energy only during Business Hours on Business Days. Accordingly, in each instance as (i) if Sublessee’s initial electrical installation exceeds such share is determined criteria,. or (ii) if from time to time under the Master LeaseSublessee makes material use of electricity during hours other than Business Hours on Business Days, and or (ii) if from time to time Sublessee adds or changes any other sums deemed to be Additional Rent machinery, appliances or equipment which materially increases the aggregate electrical load in the Subleased Premises (if such increase is permissible under the Master Lease which are payable by Sublandlord at terms of the Prime Lease) and, as the result of any of the events set forth in subsections (i), (ii) or (iii) above, Sublessor reasonably believes that the Electric Cost is greater than $2.50 per rentable square foot of the Subleased Premises per annum, then the Electric Inclusion Amount shall from time pursuant to time be equitably adjusted to reflect the resulting increase in such use. Sublessor shall furnish a statement of Sublessor’s determination as to the Master Lease amount of the adjustment, and the same shall become binding upon the parties unless, within thirty (30) days, Sublessee notifies Sublessor that it disputes the amount of such adjustment, in which event the parties shall in good faith make reasonable attempts to come to agreement, and, if Sublessor and Sublessee cannot agree thereon, the extent related amount of such adjustment shall be determined, based on standard practices, by an independent electrical consultant selected by Sublessor. Sublessee shall permit such consultant to have access to the Subleased Premises and SubtenantSublessee’s occupancy thereofelectrical facilities for the foregoing purpose at all reasonable times. The fee of such consultant shall be paid by Sublessee unless such consultant finds that Sublessee’s use does not justify an increase in the Electric Inclusion Amount, in which case the fee shall be paid by Sublessor. When the amount of such adjustment is so determined, Sublessor and Sublessee shall execute a supplementary agreement to reflect such adjustment, which shall be effective from the Commencement Date through date of the Termination Dateincrease of such usage as determined by such electrical consultant and be made retroactively if necessary. Any underpayments adjustment shall be effective even if such supplementary agreement is not executed and delivered. Pending the determination of the adjustment, Sublessee shall pay to Sublessor the amount of such adjustment as specified in Sublessor’s statement Thereafter if it is determined that Sublessee bas overpaid, Sublessee shall receive a credit against the Electric Inclusion Amount in the amount of the overpayment, said credit to be applied against the next accruing installment(s) of the Electric Inclusion Amount In order to facilitate Sublessor’s determination of whether Sublessee is making material use of electricity during hours other than business hours on business days, Sublessor shall have the right, at any time during the term of this Sublease, to install a meter or overpayments other monitoring device to track the use of electricity by Subtenant Sublessee. (b) Unless otherwise provided in this Sublease, Sublessee shall pay to Sublessor the Additional Rent at the time and in the manner Sublessor is required to pay the same to Landlord, as set forth in the Prime Lease. Except as expressly provided herein, all other additional rent, charges, fees or other amounts payable under this Sublease or the Prime Lease by Sublessee shall be payable within fifteen (15) days of written demand therefor. (c) The initial demand for Additional Rent payable pursuant to this Section 4 aud any subsequent demand for increases in Additional Rent shall be accompanied by copies of any invoices, bills, demands, statements or other documentation evidencing such Additional Rent which Sublessor shall have received from Landlord in connection therewith. Notwithstanding the foregoing, any failure by Sublessor to make a demand under the provisions of this Sublease, shall not in any way be a waiver, or cause Sublessor to forfeit or surrender its rights to collect, any Fixed Rent or Additional Rent that may have become due pursuant to the terms of this Sublease. (d) Sublessor shall credit Sublessee, its proportionate share of any refunds received by Sublessor from Landlord under the Prime Lease on account of any overpayment of Additional Rent, other than the Electric Inclusion Amount, for which Sublessee bas paid Sublessor under this Sublease; provided, however, that Sublessor shall be entitled to deduct from the aggregate of the amount of such refund Sublessee’s proportionate share of any and all costs and expenses, including, without limitation, reasonable attorneys’ fees, consultants fees and disbursements, incurred by Sublessor in connection with the obtaining of any such refunds. Sublessee shall pay to Sublessor, as Additional Rent, within ten (l0) days after demand therefor, Sublessee’s proportionate share of any amounts (plus interest, if any) due Landlord under the case may bePrime Lease on account of any underpayment of Additional Rent payable under this Sublease, including, without limitation, Additional Rent payable hereunder On account of Taxes due under Article 38 of the Prime Lease. (e) All amounts payable by Sublessee to Sublessor pursuant to this Sublease, including, without limitation, Fixed Rent and Additional Rent, shall be adjusteddeemed to be and shall constitute rent for all purposes hereunder and, remitted or refundedin the event of any non-payment thereof, as provided in Paragraphs 3(C) and 3(F) Sublessor shall have all of the Master Leaserights and remedies provided herein, and such obligations at law or in equity for nonpayment of rent TIle obligation of Sublessee to pay all amounts to Sublessor hereunder shall survive the Expiration Date or the earlier termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrument.

Additional Rent. “Additional In addition to Base Rent” means (i) Subtenant’s , Sublessee shall also pay to Sublessor the entirety of Tenant's Share of any Common Area Operating Expenses (as that term is defined in the Master Lease), and all sums classified other costs payable by Sublessor under the Master Lease, except for any costs for services, repairs or maintenance which are not made at the request or for the benefit of Sublessee ("ADDITIONAL RENT"). In addition, at all times during the term of this Sublease, Sublessor shall maintain direct contracts, in Sublessor's own name, with the relevant utility provider, for the provision of any utilities to the Premises, including, without limitation, for utilities such as electricity, water and heating. Sublessor shall invoice Sublessee for the costs of the utilities provided under such contracts, and Sublessee shall pay such amounts as Additional Rent under Article 3 pursuant to the terms of this Section 3.(b). Additional Rent shall be payable to Sublessor as and when payments are due from Sublessor pursuant to the Master Lease, but at least five (5) business days prior to the date Sublessor must pay such amounts to Master Lessor. Sublessee shall further pay to Sublessor as Additional Rent any costs and expenses applicable to the Sublease Premises which are paid directly by Sublessor, including, but not limited to, Taxesutilities, Operating Expensespersonal property taxes and real property taxes; provided, Net Shared Facilities Costshowever, that Sublessee shall have no obligation with respect to any of such costs which are incurred solely for the benefit of Sublessor. Base Rent attributable and Additional Rent hereinafter collectively shall be referred to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master Leaseas "RENT." Sublessee shall be entitled to, and benefit from, any other sums deemed to be Additional Rent rental abatement granted Sublessor under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease for whatever reason to the extent related that such abatement relates to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination term of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrument.

Additional Rent. “Additional Rent” means (iAs of March 16, 2018, new Subsections 3(a)(i) Subtenant’s Share of any and all sums classified as Additional Rent under Article 3 of the Master Lease, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master Lease, and any other sums deemed to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) are hereby added to the Sublease following Subsection 3(a) reading in their entirety as follows: (i) During the Term and in addition to Base Rent, Subtenant shall pay to Sublandlord the Additional Rent in equal monthly installments. Sublandlord will, after receiving notice of any other sums change in Additional Rent from Overlandlord, promptly notify Subtenant of the same. All obligations of Sublandlord under Section 2.2.3(a) of the ▇▇▇▇▇▇▇▇▇ regarding overpayment and underpayment of Additional Rent shall be applicable to Subtenant in proportion with Subtenant’s Share. Notwithstanding the foregoing and in the event Overlandlord does not notify Sublandlord of a change in Additional Rent prior to December 31st, for purposes of calculating Additional Rent during the last year of this Sublease (whether by exercise of an Early Termination Option or expiration of this Sublease), the actual amount of Additional Rent for the final year of the Term will be deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) 105% of the Master Lease, and such obligations prior year’s amount. The provisions of this Subsection 3(a)(i) shall survive the expiration or termination of this Sublease. Additional . (ii) Base Rent, however, Additional Rent and all other sums (whether or not expressly designated as rent) required to be paid to Sublandlord by Subtenant under this Sublease shall not include any sums payable constitute rent and are collectively referred to Landlord under the Master Lease herein as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrument“Rent”.”

Additional Rent. “Additional In addition to Base Rent” means , Subtenant agrees to pay Sublandlord one-third (1/3) of (i) Subtenant’s Share of any and all sums classified as Additional Rent under Article 3 for Operating Expenses (as defined in Section 5 of the Master Lease), including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) including Taxes (as defined in Section 9 of the Master Lease, and any other sums deemed to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease), and (ii) any and all other sums deemed amounts Sublandlord assumes or agrees to be Additional Rent pay under the provisions of the Master Lease that directly serve the Subleased Premises (including, without limitation, payments to amortize the additional tenant improvement allowance as provided in Section 4(b) of the Master Lease. In addition, Subtenant shall pay for one-third (1/3rd) of any charges for services provided to the Premises by Master Landlord, which are payable services directly serve or benefit the Subleased Premises, and specifically billed to the Premises by Master Landlord, within thirty (30) days of receiving Master Landlord’s invoice therefor, or, if Sublandlord at has previously paid the same, to Sublandlord within thirty (30) days after receiving Sublandlord’s invoice therefor, as well as any time pursuant to additional rent charged under the Master Lease to the extent related that the additional rent arises out of any default of Subtenant under this Sublease or any damage (subject to the Subleased Premises and Subtenant’s occupancy thereof, from waiver of subrogation contained in the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination Insurance provision of this Sublease) caused by Subtenant or any of its employees, officers, agents, contractors or invitees, except to the extent of any default or damage caused by Sublandlord, its employees, officers, agents, contractors or invitees. All payments of Additional Rent to Sublandlord by Subtenant as required herein shall be made as set forth in Paragraph 3 above with respect to Base Rent. In the event any services are provided by Master Landlord that do not directly serve, howeverin whole or in part, the Subleased Premises, Subtenant shall not include any sums payable to Landlord under the Master Lease as a result be responsible for its pro-rata share of the activitiessame and, operationsin the event any services serve only the Subleased Premises, or any act or omission of Sublandlord or any other subtenant Subtenant shall pay all of the Premises including, but not limited to, additional services requested by Sublandlord or any costs of such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrumentservices.

Additional Rent. All monies required to be paid by Sublessee under this Sublease (excluding Base Rent pursuant to Paragraph 4.A), including, without limitation, Tenant’s Pro Rata Share of Expenses and Taxes (as defined in Sections IV.C and IV.D of the Master Lease in excess of the Expenses and Taxes paid by Sublessor to Master Lessor with respect to the Premises for calendar year 2006 (the “Sublessee Expenses and Taxes”) and all other sums payable by Sublessee to Sublessor under the terms of this Sublease, are collectively herein referred to as the “Additional Rent” means (i) Subtenant’s Share of any ”. Base Rent and all sums classified as Additional Rent hereinafter collectively shall be referred to as “Rent.” Sublessee and Sublessor agree that, except as expressly set forth in this Sublease to the contrary, and except to the extent of Additional Rent (as defined in the Master Lease) payable by Sublessor to Master Lessor as a consequence of a default by Sublessor (not caused by a default hereunder by Sublessee) to pay or perform any of its obligations under Article 3 the Master Lease, as a material part of the consideration given by Sublessee to Sublessor for this Sublease, from and after the date that is one (1) month after the Commencement Date, Sublessee shall pay all costs, expenses, taxes, insurance, maintenance and other charges payable by Sublessor under the Master Lease in connection with this Sublease, the Master Lease or the Premises during the Term, such that Sublessor shall receive as net consideration for this Sublease, the Base Rent payable under Paragraph 4.A hereof. Notwithstanding anything to the contrary contained in the foregoing, in no event shall Sublessee be obligated to reimburse Sublessor for any depreciation, or other “non-cash” expense items or amortization for Sublessor’s assets, including, without limitation, with respect to the Personal Property (as described in Paragraph 28 below). Sublessee’s obligation to pay Sublessee’s Expenses and Taxes shall commence on May 1, 2007 and shall be paid as follows: For each month, commencing May 2007, Sublessee shall pay to Sublessor the total estimated amount of Expenses and Taxes payable by Sublessor to Master Lessor in excess of the estimated amount of Expenses and Taxes payable by Sublessor to Master Lessor for such month of the year in calendar 2006. Pursuant to the terms of the Master Lease, includingMaster Lessor is required to provide a statement of the actual Expenses and Taxes for the Premises. Following Sublessor’s receipt of such statement from Master Lessor, but Sublessor shall promptly forward a copy to Sublessee and notify Sublessee of any difference between the actual Expenses and Taxes for the calendar year in question and the actual Expenses and Taxes for calendar 2006 (the “Excess Expenses and Taxes”); provided, however, that, because payments for calendar year 2007 commence in May, the Excess Expenses and Taxes for 2007 shall be equal to 2/3 of the Excess Expenses and Taxes that would otherwise be determined in accordance with the foregoing formula. If the payments of Sublessee Expenses and Taxes for the calendar year in question are not limited to, equal to such Excess Expenses and Taxes, Operating Expensesthen there shall be an adjustment between Sublessor and Sublessee for any over or under payment of such Excess Expenses and Taxes for the preceding calendar period, Net Shared Facilities Costswith payment to Sublessor or credit to Sublessee against the next installment of Additional Rent (or refund following the expiration of the Sublease Term), Rent attributable as the case may require, within ten (10) days after Sublessor’s delivery of such reconciliation to Sublessee. If Master Lessor will not allow Sublessee to audit Master Lessor’s determination of the Fitness CenterExpenses and Taxes for any calendar year, Cafeteria and Circulation Area payable then Sublessee shall have the right to request that Sublessor exercise the audit rights provided to Sublessor pursuant to Paragraph 3(G) Section IV.E of the Master Lease, and Sublessor shall not unreasonably withhold its consent to such request and Sublessee shall pay any other sums deemed to be Additional Rent under costs incurred by Sublessor in connection with the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlordaudit. In any event, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related Sublessor, either independently or at Sublessee’s request, obtains any reduction in Expenses or Taxes paid by Sublessee to Sublessor, Sublessor shall credit the Subleased Premises savings against Expenses and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments Taxes payable by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable Sublessee to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrumentSublessor hereunder.

Additional Rent. All monies other than Base Rent required to be paid by Sublessee to Sublessor under this Sublease shall be deemed “Additional Rent”. Except as provided below, and provided that Sublessor has provided to Sublessee at least thirty (30) days prior written notice of such amounts so due (which notice may be given one time for recurring payments, provided such notice specifies the recurring nature of the payments), Sublessee shall pay to Sublessor as and when due under the Master Lease “Tenant’s Building Share” means of “Building Expenses” and “Tenant’s Project Share” of “Project Expenses” (ias such terms are defined in the Master Lease) Subtenantto the extent such Building Expenses and Project Expenses actually accrued and were so paid by Sublessor during the Term of this Sublease. In addition, within thirty (30) days of the date Sublessor has provided to Sublessee written notice of such amounts so due (and prior to delinquency as to bills Sublessee receives directly from the taxing authority or utility company), Sublessee will be responsible for the payment of “Tenant’s Share Taxes” (as described in Section 28.1 of the Master Lease) attributable to the Term and Sublessee’s share of charges for the consumption of electricity and other utilities supplied to the Building, to the extent not included within Building Expenses under the Master Lease. Upon written request by Sublessee, and provided Sublessee reimburses Sublessor for any and all sums classified as Additional Rent costs required to be paid to Master Lessor under Article 3 Section 5.5 of the Master Lease, includingSublessor shall request copies of Master Lessor’s records relating to Building Expenses and Project Expenses and shall permit Sublessee to audit the records of Sublessor and, but not limited tosubject to Master Lessor’s consent (which consent must be included in Master Lessor’s consent to this Sublease, Taxesunless waived by Sublessee under Section 18 below), Operating Expenses, Net Shared Facilities Costs, Rent attributable of Master Lessor to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) extent permitted under Section 5.5 of the Master Lease with respect to the same. Upon written request of Sublessee, Sublessor shall provide to Sublessee copies of all statements and other materials received from Master Lessor with respect to the payment of any Building Expenses or Project Expenses or other similar sums due under the Master Lease. Notwithstanding anything herein to the contrary, and in no event shall Sublessee be required to pay as part of Building Expenses or Project Expenses for any other sums deemed costs for capital improvements or repairs except to be Additional Rent the extent expressly required under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease then only to the extent related to of the Subleased Premises amortization of the cost of such capital improvement over its useful life. Base Rent and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, Rent hereinafter collectively shall be adjusted, remitted or refunded, referred to as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional “Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrument”.

Additional Rent. “Tenant shall pay as additional rent the costs associated with real property taxes, casualty and liability insurance policies, and the services provided by Landlord pursuant to Section 2.03 for the Premises (the "Additional Rent” means "). The Additional Rent shall be pro rated based on Tenant's percentage occupancy of the Premises. Tenant acknowledges that for the purposes of this Lease, Tenant shall be deemed to occupy 74% of the Premises for so long as a portion of the Premises is subleased pursuant to that certain sublease between Tenant (ias Sublessor) Subtenant’s Share and Sanders, a Lockheed Martin Company ("Sanders") and a division of Landlor▇ (▇▇ ▇ublessee) dat▇▇ ▇▇ even date h▇▇▇▇▇▇▇ (the "Sublease"). If at any and all sums classified time during the term of this Lease Sanders ceases to occupy a portion of the Premises pursuant to the Suble▇▇▇, ▇▇en Tenant shall be deemed to occupy 100% of the Premises for the purposes of calculating the Additional Rent pursuant to this Section 3.02. Notwithstanding any provision of this Section 3.02 to the contrary, Tenant shall also pay as Additional Rent under Article 3 89% of the Master Lease, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to cost of electric power for the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) Premises during the term of this Lease on the condition that Sanders occupies a portion of the Master Lease, and any other sums deemed to be Additional Rent Premises under the Master Lease that are paid by Sublandlord based upon Sublease. In the “Tenant’s Pro Rata Share,” ev▇▇▇ ▇▇▇ders does not occupy a portion of the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of SublandlordPremises, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to Suble▇▇▇, ▇▇ any time during the extent related to the Subleased Premises and Subtenant’s occupancy thereofterm of this Lease, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, then Tenant shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) pay 100% of the Master Lease, and such obligations shall survive cost of electric power for the termination of this SubleasePremises. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and The provisions of the Master Leasepreceding sentence shall be altered by agreement of the parties, any sublease if accomplishing the foregoing presents unreasonable difficulties under, or any other document or instrumentis otherwise required by, applicable State of New Hampshire utilities laws. Any such Additional Rent shall be due and payable within 10 days of receipt by Tenant of a written request for payment thereof and reasonable documentation regarding such Additional Rent.

Additional Rent. “Additional In addition to Base Rent” means , Sublessee shall also pay to Sublessor the entirety of all other costs payable by Sublessor under the Master Lease, except for any costs for services, repairs or maintenance which are not made at the request or for the benefit of Sublessee (i) Subtenant’s Share "ADDITIONAL RENT"). In addition, at all times during the term of this Sublease, Sublessor shall maintain direct contracts, in Sublessor's own name, with the relevant utility provider, for the provision of any utilities to the Premises, including, without limitation, for utilities such as electricity, water and all sums classified heating. Sublessor shall invoice Sublessee for the costs of the utilities provided under such contracts, and Sublessee shall pay such amounts as Additional Rent under Article 3 pursuant to the terms of this Section 3.(b). Additional Rent shall be payable to Sublessor as and when payments are due from Sublessor pursuant to the Master Lease, but at least five (5) business days prior to the date Sublessor must pay such amounts to Master Lessor. Sublessee 1. shall further pay to Sublessor as Additional Rent any costs and expenses applicable to the Sublease Premises which are paid directly by Sublessor, including, but not limited to, Taxesutilities, Operating Expensespersonal property taxes and real property taxes; provided, Net Shared Facilities Costshowever, that Sublessee shall have no obligation with respect to any of such costs which are incurred solely for the benefit of Sublessor. Base Rent attributable and Additional Rent hereinafter collectively shall be referred to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master Leaseas "RENT." Sublessee shall be entitled to, and benefit from, any other sums deemed to be Additional Rent rental abatement granted Sublessor under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease for whatever reason to the extent related that such abatement relates to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination term of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrument.

Additional Rent. “If Landlord shall give its consent to any assignment of this Lease or to any sublease, Tenant, in consideration therefor, shall pay the following to Landlord, as Additional Rent” means : 16.5.1 In the case of an assignemtn an amount equal to 50% of all sums and other consideration paid to Tenant by the assignee for or by reason of such assignment (i) Subtenant’s Share including, bu tnot limited to, sums paid for the sale of Tenant's fixtures, leasehold improvements, equipment, furniture, furnishings or ▇▇▇▇▇ personal property, less, in the case of a sale thereof, the then net unamotized or underpreciate cost thereof to Tenant determined on the basis of Tenant's federal income tax returns); and 16.5.2 In the case of a sublease, 50% of any and all sums classified as rents, additional charges an other consideration payable under the sublease to Tenant by the subtenant in excess of the Base Rent, Additional Rent under Article 3 and Othe Charges accruing during the term of the Master Lease, sublease in respect of the subleased space (at the rate per square foot payble by Tenant hereunder) pursuant to the terms hereof (including, but not limited to, Taxessums paid for the sale or rental of Tenant's fixtures, Operating Expensesleasehold improvements, Net Shared Facilities Costsequipment, Rent attributable furniture or other personal property, less, in the case of the sale thereof, an amount equal to the Fitness Centerthen net unamortized or undepreciated cost thereof to Tenant determined on the basis of Tenant's federal income tax returns, Cafeteria which amount shall be amortized on a straight line basis over the term of such sublease). 16.5.3 The sums payable under Section 16.5 shall be paid to Landlord as and Circulation Area payable when paid by the assignee or subtenant to Tenant. 16.5.4 Anything in this Article 16 to the contrary notwithstanding but provided Tenant shall have obtained from Landlord any consent which Tenant is obligated to obtain pursuant to Paragraph 3(G) this Article 16, Tenant shall have the righ to sublease 25% of the Master Leasedemised premises or any lessor amount to a sole sublessee, and any other sums deemed in connection with such subletting Tenant shall not be obligated to be pay Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrumentoutlined in this Section 16.5.

Additional Rent. “Additional Rent” means (i) Subtenant’s During the Initial Period, in addition to paying the Base Rent specified in Article 3 of this Lease, Tenant shall pay as additional rent "Tenant's Share" of the annual "Direct Expenses," as those terms are defined in Sections 4.2.8 and 4.2.3 of this Lease, respectively, which are in excess of Tenant's Share of the "Annual Direct Expense Allowance," as that term is defined in Section 4.2.1 of this Lease, applicable to the Initial Period (as set forth in Section 9.1(a) of the Summary). During the Extended Term, in addition to paying the Base Rent specified in Article 3 of this Lease, Tenant shall pay as Additional Rent (as defined below) Tenant's Share of the annual Direct Expenses which are in excess of Tenant's Share of the Annual Direct Expense Allowance applicable to the Extended Term (as set forth in Section 9.1(b) of the Summary). Such additional rent, together with any and all sums classified other amounts payable by Tenant to Landlord pursuant to the terms of this Lease, shall be hereinafter collectively referred to as the "Additional Rent." The Base Rent and Additional Rent under are herein 804296.08/LAH4321-047/10-7-08/nng/law -▇▇- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇ ▇▇▇▇ Lease] collectively referred to as the "Rent." Except as otherwise expressly provided in this Lease or the Tenant Work Letter to the contrary, if Base Rent is abated or free Base Rent is granted by Landlord during the Lease Term, no such abatement or granting of free Base Rent shall alter or modify Tenant's obligation to pay Additional Rent pursuant to this Article 3 4. Without limitation on other obligations of Tenant or Landlord which shall survive the expiration of the Master LeaseLease Term, includingthe obligations of Tenant to pay the Additional Rent provided for in this Article 4 or of Landlord to refund any overcharges shall survive the expiration of the Lease Term, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent to the extent same is attributable to the Fitness Center, Cafeteria time period prior to the Lease Term. If Tenant disputes that an amount is due and Circulation Area payable owing by it pursuant to Paragraph 3(G) of the Master this Lease, Tenant shall have the right, without waiving any rights held by it at law or in equity, to pay any such amount under protest and any other sums deemed thereafter to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” seek recovery of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, all or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrumentpart thereof from Landlord.

Additional Rent. “In addition to paying the Base Rent due hereunder, Sublessee shall pay to Sublessor, as Additional Rent” means , its proportionate share of any escalations for increases in Operating Expenses (ias such term is defined in Section 2.02 of the Prime Lease), when and as such Operating Expenses are billed to Sublessor (as tenant) Subtenant’s Share of from Prime Lessor under the Prime Lease, said amount is currently $6.21 per rentable square foot. In addition, any and all sums classified other charges imposed on Sublessor (as Additional Rent under Article 3 of the Master Lease, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(Gtenant) of the Master Lease, and any other sums deemed to be Additional Rent under the Master Prime Lease that are shall be borne by Sublessee on the same terms and conditions as provided for in the Prime Lease and likewise shall be paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance to Sublessor when and as such share is determined charges are billed to Sublessor (as tenant) under the Prime Lease. Sublessee shall make any and all such payments directly to Sublessor at the address stated in Section 5.05 hereof or such other persons as the Sublessor may from time to time under direct. For purposes hereof, Sublessee's proportionate share of Operating Expenses shall be determined by multiplying Operating Expenses by a fraction, the Master Lease, and (ii) any other sums deemed to be Additional Rent under numerator of which is the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the number of rentable square feet of Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through denominator of which is the Termination Date. Any underpayments or overpayments by Subtenant number of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant rentable square feet of the Premises includingas follows: Sublessee's proportionate share is approximately 34.26% (36,246rsf/105,790rsf=34.26%). In the event that the Prime Lessor invoices the Sublessor on a monthly basis for the estimated Operating Expenses, but not limited toSublessor shall then invoice Sublessee on a monthly basis for the estimated Operating Expenses, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant in accordance with Section 2.02 of the terms and provisions Prime Lease. Sublessee shall have fifteen (15) days to pay Sublessor after receipt of the Master Leasewritten invoice. Within six (6) months following the close of each calendar year and following receipt of the documentation from the Prime Lessor, any sublease or any other document or instrumentSublessor shall provide an accounting showing in reasonable detail all computation of the operating expenses for that year.

Additional Rent. “Additional Rent” means (i) Subtenant’s Share of any and all sums classified as Additional All monies other than Base Rent required to he paid by Sublessor under Article 3 of the Master Lease, including, but not limited towithout limitation, any amounts payable by Sublessor to Master Lessor as “Real Property Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to ” (as defined in Section 10 of the Fitness Center, Cafeteria Master Lease) and Circulation Area payable all insurance costs pursuant to Paragraph 3(G) Section 8 of the Master Lease, and any other sums deemed to shall be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance Sublessee hereunder as and when such share is determined from time to time amounts are due under the Master Lease, as incorporated herein, subject to the terms of this Paragraph 4.B. All such amounts shall be deemed additional rent (“Additional Rent”). Base Rent and (ii) any other sums deemed to be Additional Rent under hereinafter collectively shall be referred to as “Rent”. Sublessee and Sublessor agree, as a material part of the consideration given by Sublessee to Sublessor for this Sublease, that Sublessee shall pay all costs, expenses, taxes, insurance, maintenance and other charges of every kind and nature arising in connection with this Sublease, the Master Lease which are or the Subleased Premises, such that Sublessor shall receive, as a net consideration for this Sublease, the Base Rent payable under Paragraph 4.A hereof; provided, however, that notwithstanding anything to the contrary set forth in this Sublease, Sublessor shall be solely responsible for paying to Master Lessor and all Additional Rent imposed by Sublandlord at any time pursuant to Master Lessor under the Master Lease to the extent due to any breach of the Master Lease committed or caused by Sublessor and not caused by a breach of Sublessee’s obligations under this Sublease. Sublessor shall promptly deliver to Sublessee copies of all invoices, statements, written demands and other written notices for Additional Rent that are given to Sublessor by Master Lessor and are related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrumentSublease Term.

Additional Rent. “Additional Rent” means (ia) Subtenant’s Share of any This Sublease is a triple net lease and all sums classified as Additional Rent under Article 3 it is the intent of the Master Leaseparties hereto that Sublessor shall have no costs, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to expenses or payments whatsoever in connection with the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master Lease, and any other sums deemed to be Additional Rent under Premises or the Master Lease that (irrespective of whether or not the amounts are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” due under provisions of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable not incorporated herein) except as specifically listed in this Section 3.3, below. Accordingly, in addition to Base Rent, except as set forth in this Section 3.3, Sublessee shall pay to Sublessor all rent, costs, expenses, payments and charges whatsoever, as and when due (or claimed due by Sublandlord at any time pursuant to Master Lessor from Sublessor) under the Master Lease (all such amounts are herein collectively called "Sublessee Additional Rent"), including without limitation: (1) real estate taxes relating to the extent related Premises (whether or not Section 13 of the Master Lease is incorporated into this Sublease), (2) insurance premiums (whether or not Section 12B of the Master Lease is incorporated into this Sublease), (3) expenses of maintaining the common areas in the Project (whether or not the relevant Master Lease sections are incorporated into this Sublease). Notwithstanding anything to the Subleased contrary contained herein, Sublessee shall not be responsible or liable for any Sublessee Additional Rent which: (1) arises from the negligence or willful misconduct of Sublessor; (2) arises from an injury to any person in or about the Premises and Subtenant’s occupancy thereof, from which occurred prior to the Commencement Date through or, the Termination Early Occupancy Date. Any underpayments , if applicable (provided that liability for any injury to any person in or overpayments by Subtenant of Additional Rent, as about the case may be, Premises between the Early Occupancy Date and the Commencement Date shall be adjustedequitably proportioned between Sublessor and Sublessee); (3) arises from a breach, remitted default or refundedviolation (collectively, as provided in Paragraphs 3(C) and 3(Fa "Breach") of the Master Lease by Sublessor (unless such Breach is a result of a Breach under this Sublease by Sublessee [including, without limitation, the failure of Sublessee to pay any sums as and when due hereunder], or by any person or party other than Sublessor, or its agents, contractors or employees); (4) represents the amount, if any, by which base monthly rental due under the Master Lease exceeds the Base Rent due under this Sublease (the "Base Rent Difference"); (5) is a late fee, charge or interest for which Sublessee is not responsible as further described below in this Section 3.3; or (6) exceeds the amounts payable by Sublessor under the Master Lease. (b) Sublessor shall use commercially reasonable efforts to promptly notify Sublessee of any amounts of Sublessee Additional Rent which are due or claimed by Master Lessor to be due, but in no event more than twenty-one (21) days after Sublessor receives notice of same, and such amounts shall be payable to Sublessor within ten (10) days of notice to Sublessee. Sublessee shall not be liable for any late fees, charges or interest on amounts payable under the Master Lease (other than Base Rent) if Sublessor fails to deliver such notice to Sublessee five (5) days before the date on which such late fee or charge or interest is to be initially assessed under the Master Lease. (c) If Sublessee has actually paid to Sublessor any payments of Sublessee Additional Rent for which Master Lessor refunds any amounts to Sublessor, then Sublessor shall promptly pay to Sublessee the refunded amounts. (d) Sublessee Additional Rent, Base Rent, and all other charges or sums due under or by reason of this Sublease are collectively referred to herein as "Rent" or as "rent." Sublessee's obligations to pay Rent as provided herein, and Sublessor's obligation to refund overpayments to Sublessee under Section 3.3(c) hereof, shall survive the termination or expiration of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrument.

Additional Rent. In addition to the Base Rent, Subtenant shall pay (i), any and all charges, expenses or other sums Subtenant is required to pay under the terms of this Sublease, and (ii) any and all “Additional Rent” means as defined in the Master Lease (i) Subtenant’s Share of any and all sums classified as which Additional Rent under Article 3 of the Master Leaseencompasses, including, but not limited to, Taxesamong other things, Operating Expenses, Net Shared Facilities Costs, Rent attributable to Taxes and Assessments, Utilities and Services, Repairs and Maintenance, and the Fitness Centercosts of management services), Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) the periodic payments into the Reserve Fund as provided in Section 18.5 of the Master Lease, and all other amounts required to be paid by Sublandlord under the Master Lease (“Additional Rent,” and together with Base Rent, “Subtenant’s Rent”), whether directly to Master Landlord or directly to the taxing authorities or to the providers of any of the services, utilities, insurance policies or other matters to be paid for by Subtenant. Sublandlord shall have the same rights and remedies with respect to payment of Additional Rent as Sublandlord shall have with respect to the Base Rent. Subtenant shall remain responsible for Subtenant’s Rent and any other charges, expenses or other sums deemed that first arise, accrue or are invoiced at any time during or after the expiration of the Sublease Term, whether by Sublandlord or Master Landlord, to be Additional Rent the extent they arise or accrue with respect to any period during the Sublease Term from any liabilities or obligations of Subtenant under the provisions of this Sublease (including any obligations under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” incorporated herein as liabilities or the “Tenant’s SFC Share” obligations of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrument).

Additional Rent. For the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Additional RentSublessee’s Share” means (i) Subtenantshall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share of any shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and all sums classified Managers Association. Sublessee shall pay as Additional Rent under Article 3 of the Master Lease, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria as and Circulation Area payable pursuant to Paragraph 3(G) of the Master Lease, and any other sums deemed to be Additional Rent under the Master Lease that when Sublessor’s payments are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined due from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time Sublessor pursuant to the Master Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the extent related to the Subleased Premises and Subtenantaccuracy of Landlord’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant calculations of Additional Rent, as the case may be, shall be and (b) dispute such calculations and seek to have them adjusted, remitted or refunded, as provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in Paragraphs 3(C) and 3(F) of the Master Lease, and connection with such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrumentdispute.

Additional Rent. “(a) In addition to the Base Rent set forth above, commencing on the Commencement Date, Subtenant shall pay to Sublandlord as additional rent ("Additional Rent” means "), the following: (i) additional rent equal to twenty five percent (25%) ("Subtenant’s 's Proportionate Share") of all amounts payable by Sublandlord, if any, pursuant to the Master Lease for porters wage rate escalations (as set forth in Article 22 of the Master Lease), except that for purposes of this Sublease the Base Wage Rate (as defined in the Master Lease) shall be the Base Wage Rate in effect for calendar year 2003; (ii) additional rent equal to Subtenant's Proportionate Share of all amounts payable by Sublandlord on account of electricity, as set forth in Article 23 of the Master Lease, except that Subtenant shall have the right, at any time during the term of this Sublease, at Subtenant's sole cost and expense and in accordance with all laws and requirements of governmental authority and in compliance with the Master Lease, to install a submeter which measures consumption of electricity within the Premises only, and, upon the installation and commencement of operation thereof Subtenant shall no longer be required to pay to Sublandlord Subtenant's Proportionate Share of electricity charges and shall thereafter commence paying for electricity usage as measured by such submeter to Sublandlord based upon the actual readings as shown on such meter from time-to-time. Subtenant, at its sole cost and expense, shall be required to maintain said meter in good operating condition; (iii) additional rent equal to Subtenant's Proportionate Share of any Real Estate Taxes (as defined in the Master Lease) as set forth in Section 22.01 of the Master Lease, except that for purposes of this Sublease, Subtenant's Tax Base Factor shall be deemed to be actual Real Estate Taxes for the period July 1, 2003 to June 30, 2004; (iv) additional rent equal to Subtenant's Proportionate Share of any and all sums classified as Additional Rent under Article 3 of the Master Lease, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master Lease, and any other sums deemed to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are additional rent payable by Sublandlord at under any time pursuant to other provisions of the Master Lease to the extent related the same relates to the Subleased Premises and or is incurred by Subtenant’s occupancy thereof, from ; (v) the Commencement Date through cost of any additional services or materials requested of Landlord by or on behalf or at the Termination Date. Any underpayments or overpayments request of Subtenant; and (vi) any other amounts payable by Subtenant pursuant to the provisions of this Sublease. (b) The aforesaid Additional Rent shall be payable by Subtenant to Sublandlord upon the later of (i) five (5) days prior to the date Sublandlord, as tenant under the Master Lease, is required to make a corresponding payment, if any, for each item of Additional Rent, as to the case may beLandlord, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C(ii) and 3(Ftwenty (20) days after presentation by Sublandlord to Subtenant of the Master Leasebills therefor, and such obligations whether issued during or after the term of this Sublease. This paragraph 3 shall survive the expiration or earlier termination of this Sublease. . (c) Base Rent and Additional Rent is referred to in this Sublease collectively as "Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrument".

Additional Rent. “(a) In addition to the Base Rent set forth above, commencing on the Commencement Date, Subtenant shall pay to Sublandlord as additional rent ("Additional Rent” means "), the following: (i) additional rent equal to one hundred percent (100%) ("Subtenant’s 's Proportionate Share") of all amounts payable by Sublandlord, if any, pursuant to the Master Lease for Operating Expenses (defined in the Master Lease), except that for purposes of this Sublease the Base Operating Year (as defined in the Master Lease) shall be the calendar year ended December 31, 2005; (ii) additional rent equal to Subtenant's Proportionate Share of all amounts payable by Sublandlord on account of electricity, as set forth in Article 13 of the Master Lease, which is currently $1,438.41 per month as indicated on the escalation statement attached hereto as Schedule 1, and which is subject to adjustment as provided in the Master Lease; (iii) additional rent equal to Subtenant's Proportionate Share of any Taxes (as defined in the Master Lease) as set forth in Section 27.01 of the Master Lease, except that for purposes of this Sublease, Subtenant's Base Taxes shall be deemed to be actual Taxes for the period July 1, 2004 to June 30, 2005; (iv) additional rent equal to Subtenant's Proportionate Share of any and all sums classified additional rent payable by Sublandlord under any other provisions of the Master Lease during the term of this Sublease (other than amounts payable as Additional Rent under Article 3 a result of Sublandlord's breach of the Master Lease, including, but which breach is not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent caused by or attributable to a breach by Subtenant of this Sublease); (v) the Fitness Center, Cafeteria and Circulation Area cost of any additional services or materials requested of Landlord by or on behalf or at the request of Subtenant; and (vi) any other amounts payable by Subtenant pursuant to Paragraph 3(Gthe provisions of this Sublease. (b) of the Master Lease, and any other sums deemed to be The aforesaid Additional Rent under the Master Lease that are paid shall be payable by Subtenant to Sublandlord based upon the “Tenant’s Pro Rata Share,” later of (i) five (5) days prior to the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of date Sublandlord, in each instance as such share is determined from time to time tenant under the Master Lease, and is required to make a corresponding payment, if any, for each item of Additional Rent, to the Landlord, or (ii) any other sums deemed twenty (20) days after presentation by Sublandlord to be Subtenant of the bills therefor, whether issued during or after the term of this Sublease. This paragraph 3 shall survive the expiration or earlier termination of this Sublease. (c) Base Rent and Additional Rent is referred to in this Sublease collectively as "Rent". (d) Attached hereto and made a part hereof as Schedule 1 are copies of Sublandlord's most recent bills received from the Landlord reflecting the current amounts charged under the Master Lease which are payable by to Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises for Operating Expense, Taxes and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrumentelectricity charges.

Additional Rent. “Additional Rent” means (ia) Subtenant’s Share In addition to Base Rent and the other amounts provided for in this Sublease, Sublessee shall be responsible for paying any amounts charged by Landlord or incurred by Sublessor under the Lease on account of any additional services that are not included in Operating Expenses under the Lease which are requested or incurred by Sublessee and all sums classified as Additional Rent under Article 3 provided by Landlord or Sublessor in respect of the Master LeaseSublease Premises, including, but not limited to, Taxesadditional cleaning charges, additional HVAC or overtime charges for HVAC, excess use charges for electricity, water or other utilities, security services, supplies and materials, freight elevator services, parking charges, and construction or construction-related charges. For the avoidance of doubt, Sublessee shall not have any obligation to pay any “Operating Expenses” (which term includes, Net Shared Facilities Costsamong other things, Rent attributable to the Fitness Center, Cafeteria “Real Estate Taxes,” “Project Common Expenses” and Circulation Area payable pursuant to Paragraph 3(Gstandard utility charges as contemplated by Section 4.1(b)(1)(i) of the Master Lease), as defined in the Lease, and Sublessor and Sublessee acknowledge that the Base Rent and escalations provided for herein includes 100% of Sublessee’s required contribution towards Operating Expenses. (b) In addition to Base Rent and the other amounts provided for in this Sublease, Sublessee shall be responsible for paying, or reimbursing Sublessor for, any charges or costs imposed by Landlord on account of any failure of Sublessee to perform or comply with its obligations under this Sublease which result in a default or other sums deemed to be Additional Rent charge under the Master Lease that are paid by Sublandlord based upon including, without limitation, the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, following: any increases in each instance as such share is determined from time to time insurance premiums under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) Article XIII of the Master Lease, and such obligations shall survive Lease resulting from Sublessee’s use of the termination of this Sublease. Additional Rent, however, shall not include Sublease Premises; any sums payable to charges imposed by Landlord under Article VIII of the Master Lease as a result of Sublessee’s failure to properly maintain or repair the activitiesSublease Premises; any charges imposed by Landlord under Article IX of the Lease for discharging any liens arising from any work performed, operationsmaterial furnished or obligations incurred by or for Sublessee or the Sublease Premises; any amounts imposed by Landlord under Article XIX of the Lease for curing any defaults of Sublessee in respect of the Sublease Premises, any parking charges imposed under the Lease for reserved or non-reserved parking spaces assigned to or requested by Sublessee, including any reserved or non-reserved parking spaces in excess of the number provided for in Section 27 below. (c) In addition to Base Rent and the other amounts provided for in this Sublease, Sublessee shall be responsible for paying, prior to delinquency, all personal property taxes assessed in respect of Sublessee’s personal property, if any. (d) All amounts that are payable by Sublessee under this Sublease (including, without limitation, the provisions incorporated by reference from the Lease) other than Base Rent shall be referred to in this Sublease as “Additional Rent.” Unless specifically provided otherwise herein, all Additional Rent shall be payable by Sublessee directly to Landlord as and when due or to Sublessor within thirty (30) days after Sublessee’s receipt of an invoice for the same from Sublessor. The remedies afforded Sublessor for the non-payment of Additional Rent by Sublessee shall be the same as for nonpayment of Base Rent. (e) Any installment of Base Rent or Additional Rent not received by Sublessor within ten (10) days following the due date thereof shall be subject to a late payment charge equal to five percent (5%) of the amount due, which charge Sublessee shall pay to Sublessor upon demand. (f) Additional Rent payable to Sublessor shall be paid to Sublessor at the address or per the wiring instructions provided in Section 3(c). Additional Rent payable to Landlord shall be paid to Landlord at the address that Sublessor shall designate in writing to Sublessee. (g) Subject to Sublessee’s compliance with its payment and reimbursement obligations under this Sublease including, without limitation, those under Section 3 above and this Section 4, Sublessor shall pay all “Base Rent”, “Additional Rent” and “Operating Expenses” as such terms are defined in the Lease, as and when such payments are required to be made under the Lease. Consequently, only Sublessor shall be entitled to dispute or audit such amounts, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result to receive refunds of any breach by Sublandlord overpayments of such amounts or the benefit of any reductions in such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrumentamounts.

Additional Rent. “Additional Rent” means (i) Subtenant’s Share of any and all sums classified as Additional Rent under Article 3 of the Master Lease, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable In addition to the Fitness CenterBase Rent provided for in Section 5.A above, Cafeteria and Circulation Area payable pursuant to Paragraph 3(GSubtenant shall pay, during the Sublease Term, its share of Operating Expenses (defined under Section 3(d) of the Master Lease), and any other sums deemed to be Additional Rent Real Estate Taxes (defined under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(FSection 3(e) of the Master Lease) in excess of the Base Operating Expenses and Base Real Estate Taxes (each as defined below), respectively, as Additional Rent with respect to the Sublease Premises, based on the ratio of the Sublease Premises to the entire Building, which as of the Commencement Date shall be 2.09% (“Subtenant’s Share”). Additional Rent for any partial month or partial year during the Term shall be prorated. Operating Expenses shall exclude costs and expenses incurred (i) to comply with laws enacted prior to or as of the Commencement Date (including those relating to ADA, CFC’s and Building Façade) and (ii) in connection with the installation, operation and maintenance of any specialty service in the Building including the building garage, lunch, athletic, health clubs, food service facilities, and such obligations conference center for the Building, and the items listed under Section 3(d) of the Master Lease. All adjustments of rent, costs, charges and expenses which Subtenant assumes, agrees or is obligated to pay to Sublandlord pursuant to this Sublease shall survive the termination of this Sublease. be deemed Additional Rent, howeverand in the event of nonpayment, Sublandlord shall not include have all the rights and remedies with respect thereto as are herein provided for in case of nonpayment of the Base Rent reserved hereunder. In addition, Subtenant shall pay to Sublandlord in each case within ten (10) business days after notice and demand, any sums payable other payments for which Sublandlord shall become responsible to Master Landlord under the Master Lease as a result arising (i) by reason of the activitiesSubtenant’s request for extraordinary services or utilities from Master Landlord, operations, or (ii) by reason of any act or omission of Sublandlord or Subtenant, and (iii) any other subtenant of the Premises includingrequest made by Subtenant (but specifically excluding those related to Sublandlord’s Work), but not including without being limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable reasonable payments accruing as a result of any breach request for consent in connection with the preparation of or building improvement alterations undertaken by Subtenant, or (iv) as a result of Subtenant’s default hereunder or by such default causing Sublandlord to be in default under the Master Lease (“Other Charges”). Subtenant covenants to pay the Additional Rent when due, and in lawful money of the United States, in the manner set forth hereunder. Any delay by Sublandlord in billing any sum set forth in this Sublease shall not constitute a waiver of or in any such other subtenant of way impair Subtenant’s obligation to pay the same in accordance with the terms and provisions of this Sublease. Subtenant shall have the same rights afforded to Sublandlord under the Master LeaseLease to review the Master Landlord’s documentation and records maintained for Operating Expenses and Real Estate Taxes, any sublease or any other document or instrumentrecognizing the Master Landlord is responsible to maintain such documents and records, which may be provided by Master Landlord in electronic format. If the review reveals that Subtenant has overpaid its share of Operating Expenses and/or Real Estate Taxes, the parties shall adjust such charges accordingly.

Additional Rent. “Additional Rent” means All monies other than Base Monthly Rent required --------------- to be paid by Sublessee under this Sublease, including, without limitation, (i) Subtenant’s all amounts payable by Sublessor to the Master Lessor with respect to or reasonably allocate to the Subleased Premises (including, without limitation, Sublessee's Pro Rata Share of any and all sums classified Real Property Taxes as Additional Rent under defined in Article 3 15 of the Master Lease) (ii) Sublessee's share of costs for Utilities (as set forth in ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇), including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria (▇▇▇) Sublessee's Pro Rata Share of costs of insurance premiums and Circulation Area payable deductibles incurred by Sublessor for insurance maintained by Sublessor pursuant to Paragraph 3(G) Article 23 of the Master Lease, and (iv) Sublessee's Pro Rata Share of Maintenance Expenses (as defined in Paragraph 7 hereof), shall be deemed additional rent ("Additional Rent") and shall be payable within twenty (20) days after receiving an invoice from Sublessor, except that Sublessee's Pro Rata Share of Real Property Taxes shall be paid within ten (10) days after receiving Sublessor's invoice. The term "Sublessee's Pro Rata Share" shall mean that amount, expressed as a percentage, equal to the number of square feet included in the Subleased Premises divided by the number of square feet in the building located on the Master Premises. The parties hereto acknowledge that except as otherwise provided herein, Sublessee's Pro Rata Share is thirty-seven percent (37%). Sublessee and Sublessor agree, as a material part of the consideration given by Sublessee to Sublessor for this Sublease, except as otherwise provided herein, Sublessee shall pay Sublessee's Pro Rata Share of all costs, expenses, taxes, insurance, maintenance and other charges of every kind and nature arising in connection with the Master Lease or the Subleased Premises (excluding, however, costs to the extent arising from (i) any other sums deemed to be Additional Rent default by Sublessor, through no fault of Sublessee, under the Master Lease or this Sublease, or (ii) Sublessor's or its agents', employees' or contractors' negligence or willful misconduct), such that are paid by Sublandlord based upon Sublessor shall receive, as net consideration for this Sublease, full reimbursement thereof to the “Tenant’s Pro Rata Share,” extent applicable to the “Tenant’s SFR Share” or Subleased Premises. Notwithstanding the “Tenant’s SFC Share” of Sublandlordforegoing, in each instance the event any Additional Rent is incurred for Sublessee's sole benefit or as such share is determined from time to time under a result of Sublessee's request for certain services (i.e., extra hours' charges, etc.) or otherwise, Sublessee shall pay the Master Leaseentire cost thereof, and such charges shall not be pro rated between Sublessor and Sublessee. Sublessee, and not Sublessor, shall be responsible for (i) the prompt and timely payment of any personal property taxes or assessments levied against Sublessee's personal property improvements, alterations or trade fixtures located within the Subleased Premises, (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related telephone service provided to the Subleased Premises during the Term, and Subtenant’s occupancy thereof(iii) any permit, from the Commencement Date through the Termination Date. Any underpayments license, governmental fees or overpayments by Subtenant charges arising out of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) Sublessee's specific use and 3(F) operation of the Master Lease, and such obligations shall survive Subleased Premises. Upon the termination of this Sublease. Additional Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result execution of the activitiesLease by Sublessee, operationsSublessee shall pay to Sublessor Base Month Rent for the month of March, or any act or omission 1999 in the amount of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrument$13,409.30 in immediately available funds.

Additional Rent. “Additional Rent” means All monies required to be paid by Sublessee under this Sublease (i) Subtenant’s Share of excluding Monthly Base Rent pursuant to Paragraph 4.A), including any and all sums classified amounts payable by Sublessor to Master Lessor under the Master Lease (including, without limitation, Basic Operating Costs, as Additional Rent under Article 3 defined in Section 7 of the Master Lease), includingshall be deemed additional rent ("Additional Rent"). Monthly Base Rent and Additional Rent hereinafter collectively shall be referred to as "Rent." Sublessee and Sublessor agree, but not limited toas a material part of the consideration given by Sublessee to Sublessor for this Sublease, Taxesthat, Operating Expenses, Net Shared Facilities Costs, Rent attributable with respect to the Fitness Centerperiod arising from and after the Commencement Date, Cafeteria Sublessee shall pay all costs, expenses, taxes, insurance, maintenance and Circulation Area payable pursuant to Paragraph 3(G) other charges of every kind and nature arising in connection with the Master LeaseSublease, and any other sums deemed to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of SublandlordSubleased Premises, in each instance such that Sublessor shall receive, as a net consideration for this Sublease, the Monthly Base Rent payable under Paragraph 4. A. hereof; provided, however, that all such share is determined from time costs, expenses, taxes, insurance, maintenance and other charges shall be equitably prorated to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from reflect the Commencement Date through and the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination Date of this Sublease. Additional RentIn no event shall Sublessee's obligation to pay for the foregoing charges exceed the amount attributable to the Subleased Premises, subject, however, to Sublessor's obligations hereunder with respect to the Retained Space. Sublessee shall not include be entitled to all credits, if any, given by Master Lessor to Sublessor for Sublessor's overpayment of any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrumentforegoing charges.