Common use of Additional Rent Clause in Contracts

Additional Rent. Sublessee acknowledges that pursuant to the Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis.

Additional Rent. Sublessee acknowledges (a) Subtenant and Sublandlord hereby agree that pursuant to the Master Leasefixed rent payable by Subtenant hereunder shall include all Operating Costs and Taxes payable under the Overlease. Notwithstanding the foregoing, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of if Subtenant desires any increase of the New Tax and Insurance Charge which is s▇▇▇▇▇▇▇ ▇hat are in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning basic services set forth in Section 12.1 of the Master Lease). Sublessor Overlease, Subtenant shall deliver to Sublessee promptly after receipt thereof any statements arrange for the delivery of such Tax services ▇▇▇▇▇▇▇▇ with Overlandlord and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to shall pay Overlandlord directly the contrary, Sublessee may exercise any and all rights that Sublessor has additional rent under the Master Lease to audit and inspect the Master Lessor’s books and records Overlease relating to such Tax additional services, including, without l▇▇▇▇▇▇▇▇▇, after-hours air-conditioning (as described in Section 12(b) of the Overlease), and Insurance Charge excess electrical usage (as described in Section 12(▇) ▇▇ ▇▇▇ Overlease). If Overlandlord is not willing to provide such additiona▇ ▇▇▇▇▇▇▇s to Subtenant, Subtenant shall have all of its rights under Section 12 below to obtain delivery thereof; and if Overlandlord is unwilling to seek reimbursement from Sublessor bill Subtenant directly for the additional rent relating to such add▇▇▇▇nal services, Subtenant shall reimburse Sublandlord for such additional rent as hereinafter provided. Subtenant shall pay or Master Lessorreimburse to Sublandlord, as applicableadditional rent hereunder without deduction or setoff, within fifteen (15) days after demand from Sublandlord, one hundred percent (100%) of (a) the costs and expenses which accrue after the Commencement Date arising from the Subtenant's use of additional or excess services and utilities in excess of the event an overpayment or discrepancy basic services set forth in Section 12.1 of the Overlease, including, but not limited to, additional rent payable un▇▇▇ ▇▇▇ ▇verlease in excess of the amount Sublandlord is discovered. Sublessor currently charged f▇▇ ▇▇▇▇▇▇es and utilities, and (b) all amounts incurred by Sublandlord as a result of Subtenant's failure to timely comply with its obligations under this Sublease (and the Overlease to the extent incorporated herein), including, without lim▇▇▇▇▇▇▇, additional rent and other sums payable by Sublandlord pursuant to the following Sections/Articles of the Overlease: Section 3.8.2, Section 4.7, Article 6, Article 9, Article ▇▇, ▇▇▇▇cle 16, Article 17 and Article 18. (b) Subtenant shall be responsible to pay directly for the payment cost of utilities and performance all of repairits personal property taxes relating to the Subleased Premises, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectivelyincluding, without limitation, the “Operating Expenses,” together Personal Property (as defined in Section 20 of this Sublease). (c) Upon making any demand for payment pursuant to this Section 4, Sublandlord shall provide Subtenant with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) copies of any Additional Rent related to electricity and gas charges)st▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇at Sublandlord has received from Overlandlord upon which Sublandlord bases said demand for payment; provided, however, all the failure to provide any such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee statement or notice shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all not relieve Subtenant of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent all amounts due hereunder. (d) Subtenant's obligations to pay the additional rent provided for in this Section 4 shall survive the Expiration Date. The parties hereto hereby agree that Sublandlord shall have all of the rights and Additional Rent hereunder remedies with respect to the nonpayment by Subtenant of additional rent and all other costs, charges and expenses to be paid by Subtenant in this Sublease as are provided for in this Sublease or by law in the case of nonpayment of fixed rent provided for hereunder. (e) Subtenant shall thereafter have no right to challenge Sublandlord regarding the propriety of any additional rent or other sums charged by Overlandlord under the Overlease. Any dispute by Subtenant regarding the propriety of such ▇▇▇▇▇ until such enforcement is commenced ▇▇▇▇▇l rent or other sums charged by Overlandlord shall be brought by Subtenant, at Subtenant's sole cost and diligently prosecuted expense, only against Overlandlord and subject to and in accordance with the provisions of Section 12 hereof; provided, however, Subtenant shall have no right to bring or (ii) Sublessee may terminate maintain any action against Overlandlord concerning the propriety of additional rent or other amounts charged by Overlandlord unless Subtenant pays to Sublandlord when due all disputed amounts and all other amounts due and payable under this Sublease. In the event that any such dispute is finally and conclusively resolved in Subtenant's favor, in which case Sublessor a reconciliation shall be liable made by credit against additional rent or by payment from Sublandlord, as the case may be, to Sublessee for correspond with the credit or payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained actually received by Sublessee as a result thereof. For the Term Sublandlord from Overlandlord on account of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those resolution of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisdispute.

Additional Rent. Sublessee acknowledges that pursuant to the Master Lease, Sublessor is obligated (a) Subtenant agrees to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to SublessorSublandlord, as additional rentrent under this Sublease, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) amount of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which additional rent payable by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord Sublandlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇▇▇▇▇ until such enforcement (to the extent related to Subtenant’s use or occupancy of the Subleased Premises, including, without limitation, pursuant to Sections 5.2 and 5.3 of the ▇▇▇▇▇▇▇▇▇. It is commenced agreed that any amounts payable by the Sublandlord under the ▇▇▇▇▇▇▇▇▇ (including, without limitation, those payable pursuant to Sections 5.2 and diligently prosecuted 5.3 of the ▇▇▇▇▇▇▇▇▇) that are not specifically attributable to either the Subleased Premises or the remainder of the Main Premises, shall be deemed attributable to the Subleased Premises and included in Additional Rent in the same proportion as the rentable area of the Subleased Premises bears to the rentable area of the Main Premises (ii) Sublessee may terminate “Subtenant’s Share”, which, for the purposes of this Sublease, in which case Sublessor the parties agreed shall be liable deemed to Sublessee for be 24.21%). For purposes of this Sublease, Operating Costs shall, in addition to those amounts payable under Section 5.2 of the payment ▇▇▇▇▇▇▇▇▇, include those costs that are incurred by Sublandlord to the extent such costs would be permitted as Operating Costs had they been charged by Overlandlord. Operating Costs shall include the costs of the services provided by Sublandlord as more particularly set forth on Schedule 6(a) hereto (“Sublandlord Services”). Notwithstanding anything to the contrary in the Lease or this Sublease, the commercially reasonable management fees incurred by Sublandlord (not to exceed 3% of gross rents from the property, plus reimbursable) in connection with the operation and maintenance of the Subleased Premises shall be included in Operating Costs and Subtenant shall pay Subtenant’s Share of the same. For purposes of this Sublease, “Additional Rent” means any and all sums (whether or not specifically designated as “Additional Rent” in this Sublease), other sum for which Sublessee may become than Monthly Base Rent, that Subtenant is or becomes obligated because to pay to Sublandlord under this Sublease. Subtenant shall have the right to inspect, at reasonable times and in a reasonable manner, during the ninety (90) day period following the delivery of SublessorSublandlord’s failurestatement of the actual amount of Operating Costs, or for any loss sustained by Sublessee such of Sublandlord’s books of account and records as a result pertain to and contain information concerning such costs and expenses in order to verify the amounts thereof. For the Term Subtenant agrees that any information obtained during an inspection by Subtenant of the Sublease, Sublessor Sublandlord’s books of account and Sublessee agree to share the costs associated with the receptionist records shall be kept in confidence by Subtenant and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist its agents and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee and shall not be responsible for disclosed to any costs related other parties, except to benefitsSubtenant’s attorneys, pension accountants and other consultants. Any parties retained by Subtenant to inspect Sublandlord’s books of account and records shall not be compensated on a contingency fee basis. If Subtenant shall not dispute any item or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures items included in the designated commons areas determination of Operating Expenses for a particular Sublease Year by delivering a written notice to Sublandlord generally describing in reasonable detail the Lease Premisesbasis of such dispute within sixty (60) days after the statement for such year was delivered to it, including receptionSubtenant shall be deemed to have approved such statement. During the pendency of any dispute over Operating Expenses, lunch roomSubtenant shall pay, conference room(s) under protest and restrooms is Sublessorwithout prejudice, Subtenant’s property, but will be used Share of Operating Costs as calculated by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisSublandlord.

Additional Rent. Sublessee acknowledges that pursuant to (a) Tenant shall (i) pay all charges for water, sewer, and electricity used by Tenant during the Master Lease, Sublessor is obligated to term of this Lease and metering therefor; (ii) pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax all telephone charges; and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”iii) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the prompt and sanitary storage of Tenant’s refuse and rubbish in the Premises. (b) Any amounts required to be paid by Tenant hereunder and any charges or expenses incurred by Landlord on behalf of Tenant under the terms of this Lease shall be considered additional rent payable in the same manner and upon the same terms and conditions as the rent reserved hereunder. Any failure on the part of Tenant to pay such additional rental when and as the same shall become due shall entitle Landlord to the remedies available to it for non-payment of utilities rent. Tenant’s failure to object to any statement, invoice or billing rendered by the Landlord within a period of thirty (30) days after receipt thereof shall constitute Tenant’s acquiescence with respect thereto, and performance of repairsuch statement, replacement and maintenance as required under the Master Lease invoice or billing shall thereafter be deemed to be correct and shall also be an account stated between Landlord and Tenant. If Tenant requests that Landlord prepare, review, or execute any document, consent or waiver in connection with this Lease or otherwise, Tenant shall be obligated to pay to Landlord, as Additional Rent, a fee in the amount set forth on a fee schedule adopted by Landlord from time to time, to compensate Landlord for the provision cost of services in Schedule A (collectivelyreviewing and processing any such request, and Landlord shall not be obligated to process any such request of Tenant until Tenant has paid Landlord the “Operating Expenses,” together applicable processing fee. Landlord will supply Tenant with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublesseea copy of Landlord’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublesseethen current processing fee schedule upon Tenant’s request. Sublessee Nothing herein shall be responsible deemed to require that Landlord consent to, execute or approve any document, consent or waiver submitted to Landlord by Tenant notwithstanding Tenant’s payment of the applicable processing fee. (c) Payment by Tenant of a lesser amount than shall be due and shall be deemed to be payment on account, and shall not constitute an accord and satisfaction with respect to the underlying obligation. The acceptance by Landlord of a check for a lesser amount with an endorsement or statement thereon, or upon any letter accompanying such check, that such lesser amount is payment in full, shall be given no effect, and Landlord may accept such check without prejudice to any other rights or remedies which it may have against the reasonable out-of-pocket expenses Tenant. In addition to all liens upon and rights of such enforcement unlesssetoff or recoupment against any money or property of Tenant by law, Landlord shall have, to the extent permitted by law, a contractual security interest in and a right of setoff against all deposits, moneys or other property of Tenant now or hereafter in the good faith determination possession of Sublessor, or on deposit with Landlord. Each such security interest or right of setoff may be exercised without demand upon or notice to Tenant. No security interest or right of setoff shall be deemed to have been waived by any act or conduct on the cause part of the enforcement action is Landlord or by any neglect to exercise such right of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail setoff or to enforce a breach such setoff and/or security interest or by the landlord under the Master Lease any delay in so doing. Every right of setoff and/or security interest shall continue in full force and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ effect until such enforcement right of setoff and/or security interest is commenced and diligently prosecuted expressly waived or (ii) Sublessee may terminate this Sublease, released by an instrument in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained writing executed by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisLandlord.

Additional Rent. Sublessee acknowledges that pursuant to As provided in Section 7B of the Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to Landlord a portion of any increase the total amount of the New Tax and Insurance Charge which annual Operating Cost of Common Facilities (as such term is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver During the Term, Sublessee agrees to Sublessee promptly after receipt thereof any statements pay the applicable Sublessor’s portion of such Tax and Insurance Charge delivered to Sublessor the annual Operating Cost of Common Facilities determined by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has Landlord as additional rent under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A this Sublease (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Such obligations shall be determined by in accordance with the Master Lease. Any such payments required by Sublessee pursuant to this subparagraph (c) shall pay be paid by Sublessee at the same time and in the same manner as Sublessor is obligated to make payments to Master Landlord (including the requirement for monthly payment of estimated amounts and for annual readjustments if the actual amount owed by Sublessee is different from the estimated amounts that Sublessee has paid with respect to any calendar year). If, as a result of any readjustment or otherwise, it is later determined that the amount paid by Sublessee as Additional Rent is more or less than the amount actually due during the term of this Sublease, then Sublessee or Sublessor, as additional rentappropriate, thirty-three percent (33%) (“Sublesseeshall reimburse the other for the difference promptly after the amount has been determined. However, Sublessee agrees that Sublessor shall have no duty to audit, review or challenge Sublessor’s Pro Rata Share”) share of annual Operating Cost of Common Facilities under the Additional Rent (Master Lease, as determined by Master Landlord; provided that Sublessor agrees to cooperate with any request by Sublessee to audit, review or challenge Sublessor’s share of annual Operating Cost of Common Facilities under the exception that the Master Lease, as determined by Master Landlord, Sublessee has agreed hereby agreeing to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses costs of Sublessor incurred in connection therewith provided that Sublessee has approved of such enforcement unless, costs in advance. Any dispute arising from said audit shall be governed by the good faith determination of Sublessor, the cause provisions of the enforcement action is Master Lease. The Master Landlord’s computation shall be binding on Sublessee in determining the Additional Rent due hereunder subject to the terms of common interest to the Master Lease. Notwithstanding the foregoing, Sublessee may at its sole cost and Sublessorexpense, audit the Operating Cost of Common Facilities as provided for in which case Sublessee will pay only Sublessee’s Pro Rata Share Section 7D of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability subject to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor conditions set forth therein. Any dispute arising from said audit shall be liable to Sublessee for governed by the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term provisions of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisMaster Lease.

Additional Rent. Sublessee acknowledges that pursuant to the Master Lease, Sublessor is obligated Lessor agrees to pay annually to Master Lessor additional rent equal all Operating Expenses (as defined in Section 10 below) (which includes the Management Fee described in Section 10) up to a portion maximum amount of $3.00 per year for each square foot of rentable floor area in the Building (“Operating Cost Allowance”). In the event the Operating Expenses shall, in any Fiscal Year exceed the product of the Operating Cost Allowance times the rentable square feet of the Building (prorated for any partial Fiscal Year at the beginning or end of the Term), Lessee agrees to pay to Lessor, as Additional Rent, Lessee’s pro rata share of any increase of such excess (“Excess Operating Expenses”). The term “Fiscal Year”, as used herein, shall mean Lessor’s fiscal year for accounting purposes which currently is the New Tax 12-month period beginning January I and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined ending December 31. Lessor shall have the meaning set forth right to change the Fiscal Year, from time to time, and, in such event, Lessor shall notify Lessee in writing of such change. Lessee’s pro rata share shall be determined by multiplying the Excess Operating Expenses by a fraction, the numerator of which shall be the number of net rentable square feet in the Master Lease). Sublessor Premises, and the denominator of which shall deliver to Sublessee promptly after receipt thereof any statements be 95% of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, net rentable square footage in the event an overpayment or discrepancy is discoveredBuilding, which may change from time to time utilizing BOMA (Building Owners and Managers Association) standards. Sublessor shall be responsible Within 90 days following the completion of each Fiscal Year, Lessor will provide to Lessee a statement showing in reasonable detail the Operating Expenses for the payment of utilities and performance of repairpreceding Fiscal Year, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent due with regard to Lessee’s share of the Excess Operating Expenses, and Lessor’s reasonable estimate of Excess Operating Expenses for the then current Fiscal Year. Lessee shall, on or before 30 days following receipt of said statement, pay to Lessor the amount of Additional Rent due as provided herein, less the amount of Additional Rent paid in advance (with if any) during the exception that preceding Fiscal Year. Any overpayment will be credited by Lessor to Lessee’s pro rata share of the Sublessee has agreed estimated Excess Operating Expenses for the then current Fiscal Year. Lessee agrees to pay forty percent (40%) of any Additional Rent related each month thereafter, in addition to electricity and gas charges); providedBase Rent, however, all such in an amount necessary to amortize the estimated Excess Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses then current Fiscal Year (or the pro rata portion thereof, if applicable) over a period equal to the lesser of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted the number of months remaining in the Term or (ii) Sublessee may terminate this Subleasethe number of months remaining in the current Fiscal Year. Notwithstanding that the Term has expired or been terminated, Lessee shall remain liable for and agrees to pay to Lessor within 30 days following receipt of an invoice therefore, its pro rata portion of Excess Operating Expenses for the Fiscal Year (or portion thereof) during which the Term expired or was terminated. Lessee shall have the right, at its expense and at a reasonable time, but, in which case Sublessor any event within twelve (12) months following the end of any Fiscal Year, to audit Lessor’s books relevant to the Additional Rent due under this Section provided that (i) the audit shall be liable prepared by a certified public accounting firm of recognized regional standing or by Lessee=s in-house audit staff; (ii) such firm or audit staff is not compensated on a contingency fee@ basis; (iii) such audit is pursued to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor conclusion within thirty (30) days of following the date of each invoiceits commencement and is conducted at the location where Lessor maintains its books and records and shall not unreasonably interfere with the conduct of Lessor=s business; and (iv) the audit report shall be simultaneously delivered to Lessor at no charge. Nothing contained herein prohibits Sublessor from outsourcing In the event that Lessor=s statement of Operating Expenses exceeds Lessee=s actual pro rata share of Excess Operating Expenses for any Fiscal Year by more than five percent (5%), Lessor agrees to reimburse Lessee Lessee=s reasonable and actual cost of such employeesaudit, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs not to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisexceed $1,500.

Additional Rent. Sublessee acknowledges that pursuant Commencing January 1, 2020 and each year thereafter during the Term hereof, in addition to the Master LeaseBase Rent, Sublessor is obligated Subtenant shall pay to pay annually to Master Lessor additional rent equal to a portion of any increase Sublandlord as Additional Rent (“Additional Rent”): (i) 4.1164% of the New increases in the Building’s Operating Expenses (the “Operating Expenses Escalation”) over the 2019 Base Operating Expense Year and for each year following the Base Operating Expense Year, and (ii) the 3.8363% of the increases in the Building’s Taxes (the “Tax Escalation” and Insurance Charge which is in excess of together with the Operating Expenses Escalation, the “Escalation Rent”) over the 2019/2020 Base Year (the “Base Tax Year”) and for each year following the Base Tax and Insurance Charge (such increase Year. Subtenant shall pay Escalation Rent in monthly installments on the first day of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning each month in an amount set forth in a written estimate by Sublandlord; provided, however, if there is a change in the Master Lease)amount of Escalation Rent payable by Subtenant, Sublandlord shall provide such written estimate to Subtenant at least fifteen (15) days before such amount is first due. Sublessor Sublandlord shall deliver promptly forward to Sublessee Subtenant all estimates and reconciliation statements that Sublandlord receives from Prime Landlord. At the same time, in addition to such estimates or reconciliation statements, Sublandlord shall provide Subtenant its calculation of Escalation Rent for such calendar or fiscal year, as well as supporting documentation to the extent provided by Prime Landlord or developed independently by Sublandlord. In the event an adjustment to Operating Expenses or Taxes or any other Additional Rent is made by Prime Landlord, Escalation Rent shall be adjusted accordingly. Upon written request from Subtenant, Sublandlord shall promptly after receipt thereof exercise any statements right it may have to cause Prime Landlord’s books and records to be audited; provided, however, that Subtenant shall pay the cost of such Tax the audit and Insurance Charge delivered indemnify, defend and hold harmless Sublandlord from and against all claims, damages, costs and expenses incurred by Sublandlord as a result of the audit. The Base Rent and Additional Rent may sometimes be referred to Sublessor by Master Lessor. herein collectively as the “Rent.” Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee Subtenant shall not be responsible for any costs related sums due under the Prime Lease which are not due from Subtenant to benefitsSublandlord pursuant to the express terms of this Sublease, pension or other non-hourly/salary wage related expenses for which are due under the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee Prime Lease or this Sublease and Sublessee shall pay Sublessor within thirty days are assessed as a result of the date failure of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if Sublandlord to comply with the Prime Lease unless Subtenant is in default of any of the foregoing services terms or provisions of this Sublease or the Prime Lease on the date such sums are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used assessed by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisPrime Landlord.

Additional Rent. Sublessee acknowledges that pursuant Any amount required to be paid by Tenant hereunder (in addition to Base Rent) and any charges or expenses incurred by Landlord on behalf of Tenant under the Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion terms of any increase of this Lease shall be considered “Additional Rent” payable in the New Tax same manner and Insurance Charge which is in excess of upon the same terms and conditions as the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning Rent reserved hereunder, except as set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder are collective referred to herein as “Rent”. In addition to the Base Rent specified in this Lease, commencing as of the Rent Commencement Date, Tenant shall thereafter pay to Landlord as Additional Rent for the Demised Premises, in each full or partial Lease Year during the Term, an amount equal to the Operating Expenses for a particular Lease Year (the “Annual Operating Expense Adjustment”). Landlord and ▇▇▇▇▇▇ until acknowledge and agree that so long as Tenant is leasing all of the rentable square footage of the Building, Tenant shall be responsible for 100% of the Operating Expenses incurred by Landlord, but that such enforcement is commenced amount shall be reduced proportionately in the event of any assignment or sublease permitted by this Lease or other reduction of the Demised Premises as may be agreed by Landlord or Tenant. As used herein “Operating Expenses” shall mean the amount of all of Landlord’s costs and diligently prosecuted expenses paid in connection with utilities (if any), taxes and governmental assessments payable pursuant to Section 21 below, trash removal service, drainage system expense, landscaping maintenance, management fees, professional service fees and expenses (including reasonable attorneys’ fees and accounting fees), parking area maintenance costs, insurance premiums for any insurance coverage requirements under this Lease, any and all assessments imposed by any Property Owners Association with jurisdiction over the Demised Premises, and any and all other costs and expenses attendant with the Landlord’s obligations with respect to the operation, maintenance and repair of the Demised Premises. Operating Expenses shall not include (i) replacement of or structural repairs to the roof structure or the exterior walls; (ii) Sublessee may terminate this Subleaserepairs to the extent covered by insurance proceeds that are actually received by Landlord, or paid by Tenant or other third parties; (iii) alterations solely attributable to third parties other than Tenant; (iv) marketing expenses; (v) any cost or expense associated with compliance with any Laws if such condition existed prior to the Rent Commencement Date; (vi) amortization of principal or interest on account of any indebtedness; (vii) any legal expenses arising out of any misconduct or negligence of Landlord or any person for which Landlord is responsible or arising out of dealings between any principals constituting Landlord or arising .out of any leasing, sale or financing of the Building or the Land or any part of either of them. Within sixty (60) days after the end of Lease year, Landlord and ▇▇▇▇▇▇ agree to calculate the actual Operating Expense for the prior twelve month period, and if such calculation results in which case Sublessor the Tenant having underpaid the actual Operating Expense for such period, within thirty (30) days after demand is made by Landlord, Tenant shall pay any deficiency. Additionally, Landlord shall estimate the Annual Operating Expense Adjustment annually, and written notice thereof shall be liable given to Sublessee Tenant prior to the beginning of each calendar year. In no event may any such Annual Operating Expense Adjustment exceed, by more five percent (5%), the actual Operating Expenses for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failureimmediately preceding Lease Year. Tenant shall pay to Landlord each month, or for any loss sustained by Sublessee as a result thereof. For at the Term of same time the SubleaseBase Rent is due, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per one-twelfth (1/12) of the estimated Annual Operating Expense Adjustment. If Landlord does not furnish any such Annual Operating Expense Adjustment subsequent to the commencement thereof, then until the first day of the second month for following the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), in which such employees will be those estimate is furnished to Tenant, Tenant shall pay to Landlord on the first day of each month an amount equal to the monthly sum payable by Tenant to Landlord under this Section in respect of the Sublessor last month of the preceding Lease Year, and after such estimate is furnished to Tenant, Landlord shall refund Tenant any overpayment or its affiliate. Sublessee shall not be responsible for any costs related to benefitsif there is a deficiency, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee Tenant shall pay Sublessor within any deficient amount to Landlord thirty (30) days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisafter demand therefor.

Additional Rent. Sublessee acknowledges that pursuant to The Subtenant shall pay as Additional Rent Subtenant’s pro-rata share (based on the Master LeaseRentable Square Feet of the Premises) of (i) the amount (if any) by which Taxes for each Tax Year during the term of this Sublease exceed the Taxes for annual fiscal year 2004, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion and (ii) the amount (if any) by which Operating Expenses for any calendar year during the term of this Sublease exceeds Operating Expenses for annual calendar year 2004. The Additional Rent computed under this Section 5 shall be prorated should the Sublease commence or terminate before (a) the end of any increase Tax Year for that portion related to Taxes; or (b) the end of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver any calendar year for that portion related to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee The Subtenant shall pay to SublessorSublandlord such Additional Rent within thirty (30) days after written notice from Sublandlord that it is due. Upon request of Sublandlord, as additional rent, thirtySubtenant shall make monthly payments of Additional Rent on the first day of each month equal to one-three percent twelfth (33%) (“Sublessee’s Pro Rata Share”1/12) of the amount of such Additional Rent last paid by Subtenant or as reasonably projected by Sublandlord to be due from Subtenant, with a final accounting and payment for each tax and operating period to be made within thirty (with 30) days after written notice from Sublandlord of the exception that the Sublessee has agreed to pay forty percent (40%) exact amount of any such Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transactionRent. In order the event Taxes on the Premises, based upon which Subtenant shall have paid Additional Rent, are subsequently reduced or abated, Subtenant shall be entitled to afford Sublessee the benefits receive a rebate of this Sublease and of those provisions its pro-rata share of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employeesabated, provided that if any the amount of the foregoing rebate allocable to Subtenant shall in no event exceed the amount of Additional Rent paid by Subtenant for such fiscal year on account of such real estate taxes under this Section 5, and further provided the rebate allocable to Subtenant shall be reduced by 30% of the cost of obtaining such reduction or abatement. In addition, if Subtenant requests that any non-standard services are outsourcedprovided by Prime Landlord to Subtenant or the Premises in accordance with Section 3.3 of the Prime Lease, Sublessee Subtenant shall negotiate directly with Prime Landlord for all such non-standard services and billing procedures, and Subtenant shall pay onePrime Landlord directly for all such non-half of the total costs to Parent of these outsourced standard services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis.

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 “Direct Expenses” (as defined in Section 4.2.2 of the Master Lease) and costs of utilities under Section 6.2 of the Master Lease, as incorporated herein, with respect to the Subleased Premises shall be paid by Sublessee acknowledges hereunder as and when such 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 to the extent paid by Sublessee. Sublessor shall promptly forward the appropriate invoices received from Master Lessor. For avoidance of doubt, Sublessee shall not be required to pay for any Additional TI Allowance Payment payable under the Master Lease. Sublessee shall also pay to Master Lessor its pro rata share based on the square footage of the Subleased Premises to the square footage of the Premises (“Pro Rata Share”), which amount may be equitably adjusted by Sublessor based on its reasonable determination of actual usage, within thirty (30) days of request by Sublessor, of the cost of any utilities that pursuant are not separately metered and not included in Direct Expenses and Sublessee’s Pro Rata Share of Sublessor’s actual and reasonable cost of performing any repairs or maintenance to the shared clean dry air and house vacuum systems or providing the services described in Paragraph 9.B and any other services that benefit the Subleased Premises (but excluding any capital improvements or expenditures except to the extent amortized over their useful lives as reasonably determined by Sublessor), 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. Sublessee shall also pay any gross receipts or rent tax payable with respect to this Sublease, but Sublessee shall not be required to pay any gross receipts or rent tax payable with respect to the Master Lease, Sublessor is obligated to pay annually to Master Lessor . All such amounts shall be deemed additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor hereinafter collectively shall be liable referred to Sublessee for as “Rent”. Notwithstanding anything to the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of contrary in the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for required to pay any costs related 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 (except to benefitsthe extent such default was due to the negligence or willful misconduct of Sublessee or its agents, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any contractors, licensees or invitees or violation of this Sublease by Sublessee) or, except to the foregoing services are outsourcedextent due to the negligence or willful misconduct of Sublessee or its agents, Sublessee shall pay one-half employees, contractors, licensees or invitees or violation of this Sublease by Sublessee, the total costs to Parent misuse, negligence or willful misconduct of these outsourced services. or by Sublessor and Sublessee agree that all furniture and fixtures in or its agents, contractors or invitees or the designated commons areas violation of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is law by Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis.

Additional Rent. Sublessee acknowledges that pursuant to (1) Tenant shall pay Landlord as "Additional Rent" for each calendar year or portion thereof during the Master LeaseTerm, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase excepting only the first eighteen (18) months of the New Tax and Insurance Charge which is Term (the "CAM Forgiveness Period"), Tenant's Share of Operating Costs for such period in excess of the Base Tax and Insurance Charge (such "Operating Costs Expense Stops." Notwithstanding the foregoing or any other provision to the contrary in this Lease, for purposes of calculating Additional Rent the annual increase of those Operating Costs reasonably controllable by Landlord shall not exceed four percent (4%) non-cumulative. Without limitation, the New Tax cost of utilities, Taxes, insurance, licenses, permits and Insurance Charge being the “Applicable New Tax and Insurance Charge”) compliance with Laws (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein subject to the contrarylimitations in Section 3.2(a)(1)(G)) shall not be considered "reasonably controllable" by Landlord. (2) Prior to the end of the CAM Forgiveness Period and each calendar year thereafter, Sublessee may exercise any Landlord shall notify Tenant of Landlord's estimate of Operating Costs and all rights that Sublessor has under Tenant's Additional Rent for the Master Lease to audit remaining and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessorfollowing calendar year, as applicable, in . Following the event an overpayment or discrepancy is discovered. Sublessor end of the CAM Forgiveness Period Tenant shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall obligated to pay to Sublessor, as additional rent, thirtyLandlord on the first day of each calendar month thereafter one-three percent twelfth (33%) (“Sublessee’s Pro Rata Share”1/12th) of the estimated Additional Rent. If Landlord thereafter reasonably estimates that Operating Costs for a calendar year will vary from Landlord's prior estimate, Landlord may, by notice to Tenant, reasonably revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). (3) As soon as reasonably practicable after the end of the first year in which Additional Rent is due and each calendar year thereafter, Landlord shall furnish Tenant a reconciliation statement with respect to such year, showing Operating Costs and Additional Rent for the exception that year, and the Sublessee has agreed total payments made by Tenant with respect thereto. Unless Tenant raises any objections to pay forty percent Landlord's statement within ninety (40%90) days after receipt of the same, such statement shall presumptively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon, subject only to Tenant's right of audit. If Tenant does object to such statement, then Landlord shall provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord's statement and resolution of any Additional Rent related dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value deliver Landlord's statement in an arm’s length transaction. In order to afford Sublessee the benefits a timely manner relieve Tenant of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) SublesseeTenant's obligation to pay Base Rent and any amounts due Landlord based on Landlord's statement. (4) If Tenant's Additional Rent hereunder as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall thereafter ▇▇▇▇▇ until pay Landlord the deficiency within thirty (30) days of Tenant's receipt of Landlord's statement. If the total payments made by Tenant on account thereof exceed Tenant's Additional Rent as finally determined for such enforcement is commenced year, Tenant's excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Share of Operating Costs for the entire year and diligently prosecuted then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within fifteen (ii15) Sublessee may terminate this Sublease, days after Tenant's receipt of Landlord's final statement for the calendar year in which case Sublessor this Lease terminates, the difference between Tenant's Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. (5) Tenant shall have the right at any time during Landlord's normal business hours and upon reasonable prior notice to Landlord, which shall not be liable to Sublessee given later than the first anniversary of Tenant's receipt of Landlord's reconciliation statement for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failurepreceding year, to audit Landlord's books and records with respect to such reconciliation statement, at Tenant's sole expense. Should the audit disclose an overcharge to Tenant or for any loss sustained by Sublessee as a result thereof. For an underpayment to Landlord, whatever the Term of amount, the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee party that overcharged or underpaid shall reimburse the Sublessor for said expenses in other party within fifteen (15) days after the results of the audit are known to Landlord and Tenant. If the audit discloses an amount equal overcharge to $1,250 per month Tenant of five percent (5%) or more, Landlord will reimburse Tenant for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those reasonable cost of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisaudit.

Additional Rent. Sublessee acknowledges that pursuant to the Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor Landlord shall, within five one hundred twenty (5120) business days after the end of written noticeeach Operating Period (or as soon thereafter as it is reasonably able to do so), validly assign all furnish Tenant with a statement of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent the Operating Expenses and Additional Rent hereunder shall thereafter Taxes during such San F▇▇▇▇▇ until Plaza/Summer Energy Holdings, Inc. DocuSign Envelope ID: A1357CC3-ED4D-47DF-A5FB-22FC3BC9DEAD year and a computation of the Additional Rent owed by Tenant for such enforcement Operating Period (“Expense Statement”). Failure of Landlord to provide any such statement within such time period shall not be a waiver of Landlord’s right to collect any Additional Rent. If the such statement shows that the actual amount Tenant owes for such Operating Period is commenced and diligently prosecuted or more than the estimated Additional Rent paid by Tenant for such Operating Period, Tenant shall pay the difference within fifteen (ii15) Sublessee may terminate this Subleasedays after Tenant’s receipt of the Expense Statement. If the Expense Statement shows that Tenant paid more in estimated Additional Rent than the actual amount of Additional Rent owed by Tenant for such Operating Period, in which case Sublessor Tenant shall receive a credit therefor. The credit shall be liable applied to Sublessee for future monthly payments attributable to the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failureAdditional Rent, or for any loss sustained by Sublessee if this Lease has expired, such amount shall be refunded to Tenant. Unless adjusted as a result thereofof an audit by Tenant conducted pursuant to the express terms of Section 7(c) of this Lease, the Operating Expenses, Taxes and Additional Rent set forth in the Expense Statement shall be binding upon Tenant. For In the event that the Term of this Lease expires, or is terminated pursuant to the Subleaseterms of this Lease, Sublessor and Sublessee agree to share on a date other than December 31, then Landlord will provide Tenant with an Expense Statement within one hundred twenty (120) days after the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those end of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing final Operating Period contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas Term, as provided above, and the Additional Rent shown in such Expense Statement shall be due from Tenant to Landlord within fifteen (15) days after Tenant’s receipt of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basissuch statement.

Additional Rent. Sublessee acknowledges that pursuant 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 “Direct Expenses” (as defined in Section 4.2.2 of the Master Lease) and costs of utilities under Section 6.2 of the Master Lease, Sublessor is obligated as incorporated herein, shall be paid by Sublessee hereunder as and when such amounts are due under the Master Lease, as incorporated herein; provided Sublessee shall only be required to pay annually Direct Expenses and utilities which are allocable to the Subleased Premises (a) commencing in 2026 and continuing thereafter for the remainder of the Term, and (b) only to the extent that such Direct Expenses and utilities exceed the amount of Direct Expenses and utilities allocable to the Subleased Premises in 2025 (the “Base Year”). Sublessee’s payment of Direct Expenses and utilities herein shall be subject to reconciliation and adjustment as between Master Lessor additional rent equal to a portion of any increase of and Sublessor in the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning same manner as set forth in the provisions of the Master Lease. For the avoidance of doubt, Direct Expenses shall be paid on the first day of each month based on estimates provided by Sublessor (which shall be based on estimates provided by Master Lessor) and subject to reconciliations provided by Sublessor (based on reconciliations provided by Master Lessor). Utilities for the Subleased Premises shall be invoiced in arrears and due on the first day of each month. Commencing in 2026 and continuing thereafter for the remainder of the Term, Sublessee shall also pay to Sublessor its pro rata share based on the square footage of the Subleased Premises to the square footage of the Premises (“Pro Rata Share”) (which Pro Rata Share, for the avoidance of doubt, is currently equal to 17.08%), within thirty (30) days of request by Sublessor, of the cost of any utilities to the Shared Areas and Sublessor’s actual, reasonable, out-of-pocket cost of performing any routine or necessary repairs or maintenance or providing other reasonable services that benefit the Subleased Premises or the Shared Areas (such as maintenance of any systems therein and janitorial service to the Subleased Premises, which Sublessor shall provide at the same level it provides to the remainder of the office portion of its Premises) to the extent they exceed the amount of such expenses in the Base Year (provided Sublessor shall not include any costs of the type described in Section 4.2.4(a)-(t) of the Master Lease). Sublessor , and shall deliver pay the disproportionate cost of such amounts to the extent supplied disproportionately to Sublessee promptly after receipt thereof any statements and the entire cost of such Tax amounts to the extent supplied solely to Sublessee or due to the negligence or willful misconduct of Sublessee or its agents, employees or contractors. Sublessee shall also pay any gross receipts or rent tax payable with respect to this Sublease. All such amounts shall be deemed additional rent (“Additional Rent”). Base Rent and Insurance Charge delivered Additional Rent hereinafter collectively shall be referred to Sublessor by Master Lessoras “Rent”. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicableforegoing, in the event any cost or expense is incurred for Sublessee’s sole benefit (including the disproportionate use of utilities) or as a result of Sublessee’s request for certain services (such as after hours HVAC charges), or property taxes are increased as a result of Alterations or improvements to the Subleased Premises made by or for Sublessee (including the Initial Alterations), Sublessee shall pay the entire cost thereof within thirty (30) days of receipt of an overpayment or discrepancy is discovereditemized invoice therefor. Sublessor For the avoidance of doubt, in no event shall Sublessee be responsible for the payment of utilities and performance of repair, replacement and maintenance as required any amounts which are attributable to Sublessor’s default under the Master Lease and or Sublease, which such default is not attributable to Sublessee’s own default under this Sublease. In the event that Sublessee disputes the Direct Expenses or utilities billed to Sublessee hereunder, Sublessor shall also pay be obligated, upon Sublessee’s reasonable request (which, for the provision avoidance of services doubt, shall not occur more than once in Schedule A (collectivelyany calendar year) and, to the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the extent not fully reimbursed by Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease▇▇, in at Sublessee’s cost, which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained paid by Sublessee as a result thereof. For the Term within thirty (30) days of demand by Sublessor, to exercise its rights under Section 4.6 of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisMaster Lease.

Additional Rent. Sublessee acknowledges that pursuant to the Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”a) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor Subtenant shall be responsible for paying all then current operating expenses as additional rent, including but not limited to Operating Expenses as defined in the payment of Prime Lease sections 5.1, 5.2, 5.3, 5.4 and 5.5 and utilities and performance of repair, replacement and maintenance as required under defined in the Master Prime Lease and shall also pay for the provision of services in Schedule A section 6.1 (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee The Additional Rent is payable pursuant to the Prime Lease to the extent relating to the Subleased Premises and shall pay be reimbursed to Sublessorthe Sublandlord 100% as billed by the Prime Landlord, as or Prime Landlord’s agents, together with any actual and reasonable additional rent, thirty-three percent (33%) (“Sublesseemanagement fees that may be charged by Prime Landlord’s Pro Rata Share”) property management company to provide and manage these services. The estimated amount of the Additional Rent (will be billed monthly along with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, due within five (5) business days after the 1st of each month. Subtenant will have all rights under section 5.4 of the Prime Lease as it relates to Final Accounting for the expense year. The Subtenant will be responsible for Subtenant’s prorated share of any increases in the Operating Expenses included in the Additional Rent once the final accounting has been completed for the expense year at issue, and Subtenant shall receive a refund to the extent it is determined that Subtenant paid in excess of its prorated share after the final accounting has been completed. (b) The Subtenant shall be responsible for paying directly to the provider all charges for all utilities, services, materials and other items provided to the Subleased Premises to the extent such utilities, services, materials and other items are not provided by Prime Landlord pursuant to the Prime Lease. If Subtenant shall request freight elevator facilities, heat, cooled air or mechanical ventilation or any other service for which a charge is imposed pursuant to the Prime Lease or otherwise by Prime Landlord, Subtenant shall pay the full amount of such charge (to the extent not payable by Subtenant as Additional Rent, as defined above) within twenty (20) days after receipt of written notice, validly assign all of its enforcement rights to Sublessee, or either demand therefor (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until Prime Landlord directly for such enforcement is commenced and diligently prosecuted services, or (ii) Sublessee to Sublandlord if Prime Landlord bills Sublandlord for such services. Sublandlord and Subtenant shall request that Prime Landlord forward copies of invoices for such services directly to Subtenant, with copies sent to Sublandlord. (c) The current Additional Rent payable under the Prime Lease (which sum may terminate this Sublease, in which case Sublessor shall be liable adjusted annually pursuant to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term applicable provisions of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to Prime Lease) is $1,250 22,739.31 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basismonth.

Additional Rent. Sublessee acknowledges that pursuant 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 “Direct Expenses” (as defined in Section 4.2.2 of the Master Lease) and costs of utilities under Section 6.2 of the Master Lease, Sublessor is obligated as incorporated herein, with respect to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax Subleased Premises shall be paid by Sublessee hereunder as and Insurance Charge which is in excess of the Base Tax and Insurance Charge (when such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in amounts are due under the Master Lease), as incorporated herein. Sublessee shall be entitled to its Pro Rata Share of all [illegeable], if any, given by Master Lessor to Sublessor shall deliver to Sublessee promptly after receipt thereof any statements for Sublessor’s overpayment of such Tax and Insurance Charge delivered to Sublessor by Master Lessorexpenses. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for 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 provision autoclave/glass wash facility and in performing any repairs or providing other services to the Premises that benefit the Subleased [illegeable] (such as maintenance of services in Schedule A any systems therein but excluding any capital improvements or expenditure except to the extent amortized over their useful lives as reasonably determined by Sublessor), 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 additional rent (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor hereinafter collectively shall be liable referred to Sublessee for as “Rent”. Notwithstanding anything to the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of contrary in the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for i:equiretto pay any costs related to benefits, pension Rent or other non-hourly/salary wage related expenses for the aforesaid employees. perform any obligation that is required as a result of a default by Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of its obligations under the foregoing services are outsourcedMaster Lease (except to the extent such default was due to the negligence, Sublessee shall pay one-half willfull misconduct or violation of this Sublease by Sublessee) or the total costs to Parent misuse, negligence or willful Misconduct of these outsourced services. arty Sublessor and Sublessee agree that all furniture and fixtures in or its agents, contractors or invitees or the designated commons areas violation of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is law by Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis.

Additional Rent. Sublessee acknowledges In addition to Base Rent, commencing on the Rent Commencement Date, Subtenant shall also pay to Sublandlord the Operating Expenses (as that pursuant to term is defined in Section 9.2 of the Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has other costs payable by Sublandlord under the Master Lease to audit and inspect that may accrue after the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A Rent Commencement Date (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee Additional Rent shall also include all amounts paid directly by Sublandlord to parties other than Sublandlord to the extent related to the Premises (e.g. real property taxes assessed against the tenant improvements in the Premises, landscape maintenance, and parking lot maintenance). Sublandlord shall use its commercially reasonable efforts to induce Master Landlord to agree to ▇▇▇▇ Subtenant directly for Additional Rent. If Master Landlord does not agree to ▇▇▇▇ Subtenant directly for Additional Rent, then prior to the Rent Commencement Date, and then on or before December 1 of each year, Sublandlord shall give Tenant a yearly expense estimate statement which shall set forth Sublandlord’s reasonable estimate of the total amount of Additional Rent for the succeeding calendar year, Subtenant shall pay Additional Rent in equal monthly installments based upon such estimate; provided, that the estimate statement may be reasonably revised and reissued by Sublandlord from time to Sublessortime. Within 120 days after the end of each calendar year (subject to corresponding delivery to Sublandlord from Master Landlord), as additional rentSublandlord shall give to Tenant a statement, thirty-three percent which shall indicate the Additional Rent incurred or accrued for such preceding calendar year, and which shall indicate the amount, if any, of any amounts due from Subtenant in excess of the amounts previously paid, or the amount of any refund due. Upon receipt of the statement for each expense year ending during the Term, Tenant shall pay, with its next installment of Base Rent due, but in no event later than thirty (33%30) (“Sublessee’s Pro Rata Share”) days after receipt of such statement the full amount of any excess for such expense year. If a refund is due, Sublandlord shall provide such refund at the time it provides the statement. The failure of Sublandlord to timely furnish the statement for any expense year shall not prejudice Sublandlord from enforcing its rights under this Section 3. Even though the Term has expired and Tenant has vacated the Premises, when the final determination is made of the Additional Rent (with due from Subtenant for the exception that the Sublessee has agreed Term, Tenant shall immediately pay to pay forty percent (40%) Sublandlord any amounts due. Upon request, Sublandlord shall furnish to Subtenant copies of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible invoices for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and items constituting Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annumextent obtainable from Master Landlord), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis.

Additional Rent. Sublessee acknowledges that pursuant Beginning with the commencement date of the term of this Lease, Landlord shall pay as Additional Rent the following: a) All Taxes relating to the Master LeasePremises as set forth in Paragraph 9, Sublessor and b) All insurance premiums relating to the Premises, as set forth in Paragraph 12, and c) All charges, costs and expenses, which Tenant is obligated required to pay annually hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys’ fees and legal expenses, that may accrue thereto in the event of Tenant’s failure to Master Lessor additional rent equal pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant’s part to a portion comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord’s agent (i) within five days after presentation of invoice from Landlord or Landlord’s agent setting forth such Additional Rent and/or (11) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant’s prorata share of an amount estimated by Landlord to be Landlord’s approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled at the end of each calendar year as compared to Landlord’s actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any increase amount of the New Tax and Insurance Charge which is actual expenses expended by Landlord in excess of the Base Tax and Insurance Charge said estimated amount, or Landlord refunding to Tenant (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but providing Tenant is not otherwise defined shall have the meaning set forth in default in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourcedterms, Sublessee covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord’s actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall pay one-half survive the expiration or other termination of the total costs to Parent term of these outsourced services. Sublessor this Lease, and Sublessee agree that all furniture if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and fixtures settled on the basis of the statement of Additional Rent for such calendar year and shall be prorated in the designated commons areas proportion which the number of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisdays in such calendar year preceding such expiration or termination bears to 365.

Additional Rent. Sublessee acknowledges that pursuant Subtenant shall also pay to Sublandlord Subtenant’s pro rata share of all Additional Rent when due under the Master Lease. For purposes of this Sublease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of “Additional Rent” shall mean any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has amount payable under the Master Lease which is attributable to audit the Subleased Premises, including, without limitation, operating costs, taxes, and inspect insurance. The parties understand and acknowledge that the Master Lessor’s books initial Base Rent figures set forth above for the calendar year 2004 take into account Additional Rent at the annual rate of Eight Dollars and records relating to such Tax Seventy Six Cents ($8.76) per square foot. After 2004 and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicablethroughout the remainder of the Term, in addition to Base Rent, Subtenant shall pay Subtenant’s pro rata share of any increases in Additional Rent above the event an overpayment or discrepancy is discoveredper square foot rate set forth herein. Sublessor Subtenant’s pro rata share shall equal the ratio of the then-current rentable square footage of the Subleased Premises divided by the total rentable square footage of the Premises. Subtenant’s pro rata share shall be responsible for adjusted throughout the payment of utilities and performance of repair, replacement and maintenance Term as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as Subtenant subleases additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, space in the good faith determination of SublessorSubleased Premises as described in Section 1 above. After Subtenant has subleased at least twenty thousand (20,000) rentable square feet (i.e., the cause of the enforcement action is of common interest on or before April 1, 2005) pursuant to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor the portion of Subtenant’s pro rata share (on a per square foot per month basis) of Additional Rent attributable to “controllable operating expenses” (i.e., janitorial costs, management fees, mechanical system service contracts, and security guard costs) for any twelve (12) month period during the Term thereafter shall be liable not increase by more than five percent (5%) over Subtenant’s pro rata share (on a per square foot per month basis) of Additional Rent attributable to Sublessee the actual controllable operating expenses for the payment of any other sum previous twelve (12) month period. In addition, for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term first twelve (12) months of the Sublease, Sublessor Subtenant further shall pay to Sublandlord One Hundred Dollars ($100.00) per month, commencing on the Commencement Date, in consideration for Subtenant’s access to and Sublessee agree right to share use the costs associated with lunchroom, the receptionist large conference room, and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for showers and restrooms located within the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those Premises but initially located outside of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Subleased Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis.

Additional Rent. Sublessee acknowledges that pursuant In addition to the Master LeaseBase Rent, Sublessor is obligated Sub-subtenant shall pay to pay annually Sub-sublandlord when due all other amounts payable by Sub-subtenant to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has Sub-sublandlord under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment provisions of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A this Sub-sublease (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”); provided that Sub-sublandlord shall have delivered to Sub-subtenant reasonable backup documentation showing that Sub-sublandlord shall have incurred such amounts. Sublessee Additional Rent shall include any and all amounts other than Base Rent payable hereunder, which, by the terms of the Sublease, as incorporated herein, would become due and payable by the Subtenant thereunder to Sublandlord 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 Sub-subtenant, its agents, officers, representatives, employees, servants, contractors, invitees, licensees or visitors under this Sub-sublease, including, but not limited to: (i) any increases in Landlord’s or Sublandlord’s fire, rent or other insurance premiums resulting from any act or omission of Sub-subtenant, (ii) any charges on account of Sub-subtenant’s use of heating, ventilation or air-conditioning or condenser water, (iii) any charges to Sub-sublandlord or Sub-subtenant on account of Sub-subtenant’s use of special cleaning and freight elevator services or for overtime or other extra services requested or required by Sub-subtenant, and (iv) any review, approval or other fees charged by Sublandlord under the Sublease, or Landlord under the Lease on account of Sub-subtenant. Following Sub-subtenant’s receipt of any services for which such Additional Rent would be payable and receipt by Sub-sublandlord of any statement or written demand from Sublandlord or Landlord for payment of any such Additional Rent, Sub-sublandlord will furnish Sub-subtenant with a copy of such statement or demand, together with a statement of the amount of any such Additional Rent. Sub-subtenant shall pay to Sublessor, as additional rent, thirtySub-three percent (33%) (“Sublessee’s Pro Rata Share”) of sublandlord the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) amount of any Additional Rent related payable under this Sub-sublease at least two (2) Business Days prior to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions date on which payment thereof is due under the applicable provision of the Master Lease which by their nature are intended Sublease (provided that such statement or demand shall have been delivered to benefit the party in possession Sub-subtenant). The obligations of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable outSub-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation subtenant to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted survive the expiration or (ii) Sublessee may terminate termination of this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other nonSub-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basissublease.

Additional Rent. Sublessee acknowledges that pursuant Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord or to Landlord's designated agent in addition to the Master LeaseBasic Rent and as Additional Rent the following: (a) All Taxes relating to the Premises as set forth in Paragraph 9, Sublessor and (b) All insurance premiums relating to the Premises, as set forth in Paragraph 12, and (c) All charges, costs and expenses, which Tenant is obligated required to pay annually hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to Master Lessor additional pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent equal and (d) All prorated costs and expenses related to a portion the Ardenwood Property Owner's Association as set forth in Paragraph 45. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five business days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of any increase invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the New Tax end of each calendar year or more frequently if Landlord elects to do so at Landlord's sole and Insurance Charge which is absolute discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord refunding to Tenant (providing Tenant is not in default in the Base Tax and Insurance Charge (such increase performance of any of the New Tax terms, covenants and Insurance Charge being the “Applicable New Tax and Insurance Charge”conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent Items. Within thirty (capitalized terms used herein but not otherwise defined 30) days after receipt of Landlord's reconciliation, Tenant shall have the meaning set forth in the Master Lease). Sublessor shall deliver right, at Tenant's sole expense, to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contraryaudit, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and at a mutually convenient time at Landlord's office, Landlord's records relating to the foregoing expenses. Such audit must be conducted by Tenant or an independent nationally recognized accounting firm that is not being compensated by Tenant or other third party on a contingency fee basis. If such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessoraudit reveals that Landlord has overcharged Tenant, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor amount overcharged shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay credited to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) SublesseeTenant's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor account within thirty (30) days of after the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms audit is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisconcluded.

Additional Rent. Sublessee acknowledges that pursuant Tenant shall reimburse to Landlord for the Master Leasemonth of October, Sublessor 2008, and thereafter, monthly, beginning November 1, 2009 (Tenant is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits during Months 1 through 12 of this Sublease Lease) and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For continuing throughout the Term of the SubleaseLease, Sublessor Tenant’s Share (as that term is hereinafter defined) of the following Additional Rent: Common Area Maintenance (CAM) expenses, Real Estate Taxes/Assessments, any not separately metered Utilities as contemplated in Section 3.3 below, and Sublessee agree any Miscellaneous Charges or Reimbursements. Landlord may estimate annual CAM and Real Estate Taxes/Assessments expenses as a basis for reimbursement for any calendar year and invoice in monthly installments (see Exhibit C). During the Term of Lease and/or any extension of this Lease, Landlord, within 120 days of each calendar year end, will provide to Tenant a written statement of actual CAM and Real Estate Taxes/Assessments expenses. If Tenant has underpaid its share the costs associated with the receptionist and one building services/security person. Sublessee of any of these expenses, Tenant shall reimburse Landlord as invoiced within ten (10) days after receipt of such invoice. If Tenant has overpaid its share of any of these expenses, Landlord will credit such amount against the Sublessor most current monthly invoice. If the Term of Lease is less than one calendar year any reimbursement(s) will be prorated based on time of occupancy for such year. Upon prior written notice to Landlord, Tenant shall have the opportunity to audit the actual CAM and Real Estate Taxes/Assessments expenses statement for a period of 90 days after receipt of said statement. Tenant waives its right to audit the actual CAM and Real Estate Taxes/Assessments expenses in an amount equal if Tenant fails to $1,250 per month for exercise such right during said 90 day period. Tenant’s Share of all Additional Rent will be determined by using 3,593 square feet as the receptionist and $1,950 per month for square footage of the building services/security person (each to increase at 3% per annum)Demised Premises, which such employees will be those includes Tenant’s proportionate share of any rooms considered common areas to the Building, divided by the total square footage of the Sublessor or Building to obtain an annual cost per square foot. Landlord, at its affiliate. Sublessee shall not be responsible election, may invoice for reimbursement(s) of any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures Utility usage as contemplated in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisSection 3.3 below.

Additional Rent. Sublessee acknowledges that pursuant In addition to the Master Base Rent, beginning on the Sublease Term Commencement Date and continuing throughout the Sublease Term thereafter, Subtenant shall pay Additional Rent (hereinafter defined) to Sublandlord. For purposes of this Sublease, “Additional Rent” shall mean any and all amounts required to be paid by Subtenant under this Sublease, other than Base Rent, including the actual, out-of-pocket, reasonable expenses incurred by Sublandlord on behalf of Subtenant under the terms of this Sublease. Additional Rent shall include (without limitation) Subtenant’s Share of Operating Expenses (hereinafter defined), as such term “Operating Expenses” is defined in the Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion . “Subtenant’s Share of any increase Operating Expenses” shall mean eleven and seventy-eight hundredths percent (11.78%) based on the ratio of the New Tax and Insurance Charge which is in excess rentable area of the Base Tax and Insurance Charge (such increase Subleased Premises to the rentable area of all premises in the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning Project as set forth in the Master Lease). Sublessor Additional Rent shall deliver to Sublessee promptly after receipt thereof any statements of such Tax be payable in the same manner and Insurance Charge delivered to Sublessor by Master Lessorupon the same terms and conditions as the Base Rent. Notwithstanding anything contained herein to the contraryBase Rent, Sublessee may exercise any Additional Rent, and all rights that Sublessor has under the Master Lease other amounts payable by Subtenant to audit and inspect the Master Lessor’s books and records relating Sublandlord hereunder are collectively referred to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, herein as applicable, in “Rent.” In the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for of a default in the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee , Sublandlord shall pay to Sublessor, have the same remedies as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value for a default in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of Base Rent. Subtenant acknowledges and agrees that it is intended that this is a net sublease that is completely carefree to Sublandlord; that Sublandlord is not responsible during the Sublease Term for any other sum for which Sublessee may become obligated because costs, charges, expenses, and outlays of Sublessor’s failureany nature whatsoever arising from or relating to the Subleased Premises, or for any loss sustained by Sublessee as a result the use and occupancy thereof. For , or the Term of contents thereof, or the Sublease, Sublessor business carried on therein; and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee Subtenant shall pay Sublessor within thirty days all charges, expenses, costs, and outlays of every nature and kind relating to the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Subleased Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis.

Additional Rent. Sublessee acknowledges that pursuant (a) In addition to the Master fixed monthly rent provided for in Paragraph 3 hereof, Subtenant shall pay to Sublandlord, as additional rent hereunder, within a period that is three (3) business days less than the date such payment is due under the Lease, Sublessor is obligated in each case after written notice and demand, any other payments for which Sublandlord shall become responsible to Landlord under Paragraph 4.2 of the Lease, including payments arising (A) by reason of any act or omission of Subtenant, including without limitation, payments accruing as a result of any preparation of, or alterations to, the Subleased Premises undertaken by Subtenant, or (B) as a result of Subtenant's default hereunder or by such default causing Sublandlord to be in default under the Lease. Subtenant covenants to pay annually to Master Lessor the additional rent equal to a portion of any increase when due, and in lawful money of the New Tax and Insurance Charge which is United States. Any delay by Sublandlord in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning billing any sum set forth in the Master Lease). Sublessor this Paragraph 4 or in Paragraph 3 hereinabove shall deliver to Sublessee promptly after receipt thereof not constitute a waiver of or in any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublesseeway impair Subtenant's obligation to pay Base Rent the same in accordance with the terms of this Sublease. (b) The fixed monthly rent, additional rent and Additional Rent hereunder other payments herein reserved or payable shall thereafter be paid to Sublandlord at: Teledyne, Inc. 1901 Avenue of the Stars, ▇▇▇▇ ▇▇▇▇▇ until ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Real Estate Department and/or at such enforcement is commenced other place as Sublandlord may designate from time to time in writing, in lawful money of the United States of America, as and diligently prosecuted when the same becomes due and payable, without demand therefor and without any deduction, set-off or (ii) Sublessee may terminate abatement whatsoever, except as expressly permitted herein or permitted of Sublandlord under the Lease, and applicable on a pro-rated basis under this Sublease, as referenced in the last sentence of Subparagraph 12(b) below. (c) All adjustments of rent, costs, charges and expenses which case Sublessor Subtenant assumes, agrees or is obligated to pay to Sublandlord pursuant to this Sublease shall be liable to Sublessee deemed additional rent, and in the event of nonpayment, Sublandlord shall have the rights and remedies with respect thereto as are herein provided for the payment in case of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term nonpayment of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisfixed monthly rent reserved hereunder.

Additional Rent. Sublessee acknowledges that pursuant (a) Commencing on January 1, 2005, Subtenant shall pay, in addition to the Master LeaseBase Rent, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase its Proportionate Share (as hereinafter defined) of the New Tax and Insurance Charge (a) Operating Costs (as defined in the Prime Lease) which is are in excess of the Operating Costs in the Operating Cost Base Tax Year, and Insurance Charge (such increase b) Taxes (as defined in the Prime Lease) which are in excess of the New Taxes in the Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) Base Year (capitalized terms used herein but not otherwise defined shall have the meaning both of which payments, in addition to those payments set forth in the Master LeaseSection 7(b) and any other amounts due hereunder, are referred to as "ADDITIONAL RENT"). Sublessor For purposes of calculating such excess amounts, the term "Operating Cost Base Year" shall deliver to Sublessee promptly after receipt thereof any statements of such be calendar year 2004, and "Tax and Insurance Charge delivered to Sublessor by Master LessorBase Year" shall be fiscal tax year 2004. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor Subtenant shall be responsible for its Proportionate Share of only the payment Operating Costs or Taxes billed to Sublandlord as a result of utilities and performance its leasing of repair, replacement and maintenance the Building from the Prime Landlord (as required opposed to any separate buildings in the Park that are part of the Prime Lease). All payments due by Subtenant under this Section 7(a) shall be made on the same day as comparable payments are due by Sublandlord under the Master Lease Prime Lease. Upon Subtenant's request, Sublandlord shall provide Subtenant with copies of any appropriate backup provided by Prime Landlord setting forth the amount said excess Operating Expenses and Taxes. Subtenant's obligations hereunder shall also pay for survive the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) expiration of the Additional Rent Sublease. Subtenant's Proportionate Share with respect to the Demised Premises shall be equal to the Rentable Area set forth in Section 1 of this Sublease, divided by 77,666 square feet (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions that if less than 95% of the Master Lease which Building is occupied by their nature are intended to benefit tenants at any time during the party in possession term of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor then the cleaning charges for such period shall be liable extrapolated by Sublandlord to Sublessee the estimated cleaning charges that would have been incurred if the Building had been at least 95% occupied by tenants; and such extrapolated amount shall for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For purposes hereof be deemed to be the Term amount of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor cleaning charges for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annumsuch period), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis.

Additional Rent. Sublessee acknowledges (1) Commencing on the Commencement Date and continuing throughout the Term of the Lease, Tenant shall pay to Landlord, as “Additional Rent”, Tenant’s Share of the sum of Operating Costs and the Taxes for each calendar year, or portion thereof, occurring during the Term (except that pursuant Tenant’s Share of estimated Operating Costs and the Taxes for the first full calendar month of the Term shall be paid upon Tenant’s execution of this Lease). (2) Prior to the Master LeaseCommencement Date and thereafter prior to the end of each calendar year, Sublessor is obligated Landlord shall notify Tenant of Landlord’s estimate of Operating Costs and the Taxes to be paid as a component of Additional Rent for the following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay annually to Master Lessor additional rent equal Landlord one-twelfth (1/12th) of such estimated Additional Rent. If Landlord thereafter estimates that Operating Costs for such year will vary from Landlord’s prior estimate, Landlord may, on not less than thirty (30) days’ prior written notice to a portion Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). Landlord’s initial estimate of any increase Operating Costs for the first full calendar month of the New Tax Term is Thirteen Thousand Seven Hundred Thirty Five and Insurance Charge which is in excess 00/100 Dollars ($13,735.00). (3) As soon as reasonably practicable after the end of each calendar year, Landlord shall furnish Tenant a statement (the “Statement”) with respect to such year, showing Operating Costs, and any other Additional Rent for the year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord’s Statement within ninety (90) days after receipt of the Base Tax same, Tenant shall have no right thereafter to audit Landlord’s books and Insurance Charge (records with respect to such increase Statement. If Tenant does object to such Statement within the requisite time period, then Landlord shall provide Tenant with reasonable verification of the New Tax figures shown on the Statement and Insurance Charge being the “Applicable New Tax parties shall negotiate in good faith to resolve any disputes. If after such negotiations Landlord and Insurance Charge”) (capitalized terms used herein but Tenant cannot otherwise defined agree upon the amount of Operating Costs, then Tenant shall have the meaning set forth in the Master Leaseright to have a certified public accountant (at Tenant’s sole cost and expense) and approved by Landlord (which approval shall not be unreasonably withheld or delayed). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessorand/or review Landlord’s books and records relating to such Tax the Statement and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible calculation of Operating Costs for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services year in Schedule A question (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional RentIndependent Review”). Sublessee The results of any such Independent Review shall be binding on Landlord and Tenant, unless Landlord elects, within sixty (60) days of receipt of the results of the Independent Review, to initiate legal proceedings to resolve any disputes regarding conclusions in the Independent Review that Landlord does not accept. If the Independent review and/or any legal proceedings with respect thereto show that the Operating Costs actually paid by Tenant for the calendar year in question exceeded Tenant’s obligations for such calendar year, Tenant may offset such excess against Rent due under the Lease or, if no rent remains due, Landlord shall pay the excess to SublessorTenant within fifteen (15) days after final determination of the Operating Costs after deducting all other amounts due Landlord. If the Independent Review and/or any legal proceedings with respect thereto show that Tenant’s payments of Operating Costs for such calendar year were less than Tenant’s obligation for the calendar year, as additional rent, thirty-three Tenant shall pay the deficiency to the Landlord within fifteen (15) days after final determination of the Operating Costs. If the Independent Review and/or any legal proceedings with respect thereto show that Tenant has overpaid Operating Costs for the year in question by more than five percent (335%), then Landlord shall reimburse Tenant for all reasonable costs paid by Tenant to the firm performing the Independent Review. Operating Costs for the calendar years in which Tenant’s obligation to share therein begins and ends shall be prorated. Any failure of Landlord to deliver Landlord’s Statement as provided herein shall not relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s Statement, so long as the Statement for any calendar year is delivered not later than nine (9) (“Sublessee’s Pro Rata Share”) months after the end of the calendar year. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, and Tenant does not timely object thereto as permitted under subparagraph (with 3) above, Tenant shall pay Landlord the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, deficiency within five (5) business days of written noticeTenant’s receipt of Landlord’s Statement. If, validly assign all of its enforcement rights however, Tenant timely objects to Sublessee, or either the Landlord’s Statements as permitted under subparagraph (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefitsabove, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee Tenant shall pay Sublessor Landlord any deficiency within thirty fifteen (15) days of the date completion of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any good faith negotiations or Tenant’s receipt of the foregoing services are outsourcedresults of the Independent Review, Sublessee as applicable. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of the Operating Costs and the Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay one-half to Tenant or Tenant shall pay to Landlord, as the case may be, within fifteen (15) days after Tenant’s receipt of Landlord’s final Statement for the calendar year in which this Lease terminates, unless Tenant timely objects thereto as permitted under subparagraph (3) above, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the total costs amount previously paid by Tenant on account thereof. The obligations of Landlord to Parent refund any overpayment of these outsourced services. Sublessor Additional Rent and Sublessee agree that all furniture and fixtures in of Tenant to pay any Additional Rent not previously paid shall survive the designated commons areas expiration or earlier termination of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisthis Lease.

Additional Rent. Sublessee acknowledges that pursuant (a) Prior to the Master LeaseTranche I Give-Back Date, Sublessor is obligated and in addition to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the monthly Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning Rent set forth in the Master Existing Lease). Sublessor , Tenant shall deliver continue to Sublessee promptly after receipt thereof any statements pay Tenant’s Share of such Tax Direct Expenses, and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein all other additional rent payable under the terms of the Existing Lease, pursuant to the contraryterms and conditions of the Lease. (b) Effective as of the Tranche I Give-Back Date and in addition to the monthly Base Rent set forth in Section 8(b) of this Eleventh Amendment, Sublessee may exercise any Tenant shall pay Tenant’s Share of Direct Expenses with respect to the Post-Tranche I Remaining Premises, and all rights that Sublessor has other additional rent payable under the Master Lease terms of the Lease, pursuant to audit the terms and inspect conditions of the Master LessorLease. Effective as of the Tranche I Give-Back Date, Tenant’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor Share of Direct Expenses shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services set forth in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) Section 6 of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession Summary of the Lease (as amended by Section 7(a) of this Eleventh Amendment). (c) Effective as of the Tranche II Give-Back Date and in addition to the monthly Base Rent set forth in Section 8(c) of this Eleventh Amendment, Tenant shall pay Tenant’s Share of Direct Expenses with respect to the Remaining Premises, Sublessor covenants and agrees all other additional rent payable under the terms of the Lease, pursuant to enforce the Master Lease against Master Lessor at Sublesseeterms and conditions of the Lease. Effective as of the Tranche II Give-Back Date, Tenant’s request. Sublessee Share of Direct Expenses shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, as set forth in the good faith determination of Sublessor, the cause Section 6 of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas Summary of the Lease (as amended by Section 7(a) of this Eleventh Amendment). (d) Effective as of the Tranche III Give-Back Date and in addition to the monthly Base Rent set forth in Section 8(d) of this Eleventh Amendment, Tenant shall pay Tenant’s Share of Direct Expenses with respect to the Remaining Premises, including receptionand all other additional rent payable under the terms of the Lease, lunch roompursuant to the terms and conditions of the Lease. Effective as of the Tranche III Give-Back Date, conference room(sTenant’s Share of Direct Expenses shall be as set forth in Section 6 of the Summary of the Lease (as amended by Section 7(a) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisof this Eleventh Amendment).

Additional Rent. Sublessee acknowledges that pursuant to the Master Lease, Sublessor is obligated Subtenant further agrees to pay annually to Master Lessor additional rent equal to a portion of any increase Subtenant’s Share (defined below) of the New Tax Operating Expenses, Subtenant’s Share of Electrical Cost and Insurance Charge which is Subtenant’s Share of all other sums required to be paid by Sublandlord in excess of its capacity as tenant under the Base Tax and Insurance Charge Lease (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”)) for the period between the Sublease Commencement Date and the last day of the Sublease Term. Sublessee Such Additional Rent shall be payable on the first day of each month based upon a reasonable estimate provided to Subtenant by Sublandlord of the other sums payable by Sublandlord for that month under the Base Lease. Within 15 days after the actual amount of other sums due under the Base Lease is known by Sublandlord, Sublandlord shall notify Subtenant thereof and of Subtenant’s portion thereof. If Subtenant has overpaid rent for the period in question, such overpayment shall be credited against the next installments of rent due or returned by Sublandlord to Subtenant, or if Subtenant has underpaid rent, then Subtenant shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses amount of such enforcement unless, in underpayment to Sublandlord within five days after the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share receipt of such reasonable out-of-pocket expenses notice. Payment of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇be made to Sublandlord at its address written below or at such other place Sublandlord may designate in writing, without any offset or deduction whatsoever. Subtenant agrees to pay directly to Landlord (or, if Landlord is unwilling to b▇▇▇ until and receive payments directly from Subtenant, to Sublandlord) any excess electricity usage charges and expenses allocable to Subtenant’s usage thereof in the Sublease Premises as well as any other charges allocable to Subtenant’s usage thereof in the Sublease Premises all in accordance with the terms of the Base Lease. Subtenant and Sublandlord are knowledgeable and experienced in commercial transactions and agree that, subject to the terms of Base Lease, the provisions of this Sublease for determining charges, amounts and Additional Rent payable by Subtenant are commercially reasonable and valid even though such enforcement is commenced methods may not state a precise mathematical formula for determining such charges. As used herein, “Subtenant’s Share” means, for the purposes of calculating the portion of Operating Expenses and diligently prosecuted or (ii) Sublessee may terminate Electrical Cost required to be paid by Subtenant under this Sublease, the percentage obtained by dividing (a) the number of rentable square feet in which case Sublessor shall be liable to Sublessee for the payment Sublease Premises as stated above by (b) the number of any other sum for which Sublessee may become obligated because of Sublessor’s failurerentable square feet in the Premises (i.e., or for any loss sustained by Sublessee 11,199 rentable square feet). Based on the current rentable square feet in the Sublease Premises and the Premises as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoicethis Sublease, Subtenant’s Share equals 95.54%. Nothing contained The Base Operating Year for purposes of calculating Subtenant’s Share of Operating Expenses required to be paid by Subtenant under this Sublease is 2021. All Base Rent, Additional Rent, and all other sums payable by Subtenant to Sublandlord for the Sublease Premises under this Sublease shall be referred to herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basiscollectively as “Rent.”

Additional Rent. Sublessee acknowledges that pursuant to the Master Lease, Sublessor is obligated 3.1 Tenant shall be fully responsible to pay annually to Master Lessor additional rent equal to a portion of any increase of as Additional Rent hereunder all taxes, costs, charges, maintenance, and operational expenses associated with the New Tax Demised Premises together with all interest and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee penalties that may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, accrue thereon in the event an overpayment of the Tenant’s failure to pay such amounts, and all damages, costs and expenses which the Landlord may incur by reason of any default of the Tenant or discrepancy is discoveredfailure on the Tenant’s part to comply with the terms of this Lease, except those specifically allocated to Landlord under Article 5 of this Lease. Sublessor Therefore, and without limitation, commencing at the Commencement Date, Tenant shall be responsible for pay to Landlord sixty and forty one-hundredths percent (60.40%) of the payment total costs of utilities the following items, herein called “Additional Rent”: A. All real estate taxes on the land, as more fully described on Schedule “H” attached hereto and performance of repairmade a part hereof (the “Land”), replacement site improvements and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A Building (hereinafter collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional RentLandlord’s Premises”). Sublessee Said real estate taxes shall pay include all real estate taxes and assessments that are levied upon and/or assessed against the Landlord’s Premises, including any taxes which may be levied on rents, except that as to Sublessorassessments, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed Landlord shall elect to pay forty percent (40%) of any Additional Rent related to electricity same over the longest period permitted by law and gas charges); providedonly the current year’s installment, howeverincluding interest, all such Operating Expenses will shall be reasonable, customary and obtained at fair market value in an armadded into Tenant’s length transactioncalculation. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party addition, Tenant shall reimburse Landlord for Landlord’s reasonable costs incurred in possession of the Lease appealing taxes and/or assessments on Landlord’s Premises, Sublessor covenants including reasonable legal fees, expert witness fees and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee other proper costs but Tenant will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall not be liable to Sublessee pay a reimbursement in excess of any actual tax savings resulting from such an appeal. If any such appeal is successful, any recovery net of such expenses shall be credited (proportionately) to Tenant’s obligation hereunder. Except during the final three (3) years of the then Term, Tenant shall have the right to appeal tax assessments on the Landlord’s Premises at Tenant’s sole cost and expense (such costs, including, without limitation, reasonable counsel fees shall be reimbursed to Tenant from any tax refunds with the net refunds to be credited pro rata to all tenants of Landlord’s Premises, including the Tenant); provided that if such appeal is unsuccessful or if it results in an increase in real estate taxes, Tenant shall bear all such costs, attorneys fees and tax increases. Notwithstanding the foregoing, the foregoing taxes shall specifically exclude income taxes assessed against the Landlord, franchise taxes, estate taxes, sales taxes, corporate income taxes, capital stock taxes, employment benefit taxes, social security taxes, worker’s compensation taxes, capital levy, succession, inheritance, or transfer taxes payable by the Landlord, corporate franchises, capital stock, loans and bonus taxes imposed upon any owner of the Land, any late fees, penalties or interest with respect to the payment of any such taxes, and any income, profits or revenue tax. Landlord hereby agrees to pay all such taxes so as to include and obtain any applicable discount for early payment. B. All premiums and deductible costs paid by Landlord for the Landlord’s Premises only associated with Insurance (as described in Articles 11.3 and 11.4 below). C. All costs to maintain, repair and replace common areas, parking lots, sidewalks, canopies, driveways, hallways and utility rooms, lines and facilities and other common areas within the Land. There shall also be included any parking charges, utilities surcharges, or any other costs levied, assessed or imposed by, or at the direction of, or resulting from statutes or regulations, or interpretations thereof, promulgated by any governmental authority in connection with the use or occupancy of the Demised Premises or the Parking Lot (as defined in Article 43 below) from and after the Commencement Date. Any and all such replacement costs shall be amortized over the useful economic life of such improvements. D. On or about the Rent Commencement Date, Landlord shall submit to Tenant a statement of the anticipated monthly Additional Rent for the period between the Rent Commencement Date, and the following December 31, and Tenant shall pay this Additional Rent on a monthly basis concurrently with the payment of the Fixed Rent. Tenant shall continue to make said monthly payments until notified by Landlord of a change thereof. By March 1 of each calendar year (commencing in 2004), Landlord shall use its best efforts to give Tenant a statement showing the total Additional Rent for the Landlord’s Premises for the prior calendar year, and for 2003 prorated from the Rent Commencement Date (an “Operating Expense Statement”). E. In the event the total of the monthly payments which Tenant has made for the prior calendar year be less than the Tenant’s actual share of such Additional Rent, then Tenant shall pay the difference in a lump sum within thirty (30) days after receipt of such statement from Landlord and shall concurrently pay the difference between the total previous monthly payments made in the then calendar year and the total of monthly payments calculated as Additional Rent based on the prior year’s experience. Any overpayment by Tenant shall be credited towards the Fixed Rent and/or Additional Rent next coming due. The actual Additional Rent for the prior year shall be used for purposes of calculating the anticipated monthly Additional Rent for the then current year with actual determination of such Additional Rent after each calendar year as above provided. Even though the term has expired and Tenant has vacated the Demised Premises, when the final determination is made of Tenant’s share of said Additional Rent for the year in which this Lease terminates, Tenant shall pay any increase due over the estimated Additional Rent previously paid within thirty (30) days after demand, and, conversely, any overpayment made shall be immediately rebated by Landlord to Tenant within thirty (30) days after such notice to Tenant, and this provision shall survive termination for said purpose. Failure of Landlord to submit Operating Expense Statements to Tenant as called for herein within six (6) months after the end of any applicable lease year or one (1) year from the expiration of the Initial Term, or any renewal term, as the case may be, shall be deemed to be a waiver of Tenant’s requirement to pay sums as herein provided. In addition, Tenant shall not be responsible or liable for the payment of any other sum amount which should have been included in an Operating Expense Statement as Additional Rent for a particular calendar year that was not so included. F. Each Operating Expense Statement shall be conclusive and binding upon Tenant unless, within one hundred twenty (120) days after receipt of such Operating Expense Statement, Tenant shall notify Landlord that it disputes the correctness of the Operating Expense Statement, specifying the particular respects in which Sublessee may become obligated because of Sublessor’s failuresaid Operating Expense Statement is claimed to be incorrect. Tenant, or an independent certified public accountant who is hired by Tenant on a noncontingency fee basis and who offers a full range of accounting services, shall have the right, during regular business hours, to review Landlord’s invoices relating to the disputed items of operating expenses for the immediately preceding lease year; or at Landlord’s sole discretion and in lieu of such review, Landlord will provide Tenant with an audited statement. Tenant shall (and shall cause its employees, agents and consultants to) keep the results of any loss sustained such review or audited statement strictly confidential. If such review or audited statement shows that the estimated payments by Sublessee Tenant on account of operating expenses exceeded the amounts to which Landlord is entitled hereunder for the immediately preceding lease year, Landlord shall credit or refund the amount of such excess as a result thereofprovided herein. For In addition, if the Term of Operating Expense Statement overstated the Subleaseactual operating expenses by five percent (5%) or more, Sublessor then Landlord shall pay to Tenant the reasonable and Sublessee agree to share the necessary fees and costs associated with such audit. If Tenant shall dispute an Operating Expense Statement, pending the receptionist and one building services/security person. Sublessee determination of such dispute, Tenant shall reimburse pay the Sublessor for said estimated payments claimed by Landlord to be due from Tenant on account of operating expenses in an amount equal accordance with the applicable Operating Expense Statement, without prejudice to $1,250 per month Tenant’s position. All costs and expenses of such review or audited statement shall be paid by Tenant except as otherwise specifically provided for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis.this Section 3.1

Additional Rent. Sublessee acknowledges that pursuant All sums payable by Tenant under this Lease other than Base Rent shall be deemed "Additional Rent;" the term "Rent" shall mean Base Rent and Additional Rent. Landlord shall estimate in advance and charge to Tenant the Master following costs, TO BE PAID WITH THE BASE RENT ON A MONTHLY BASIS THROUGHOUT THE LEASE TERM; (i) ALL REAL PROPERTY TAXES for which Tenant is liable under Section 5.01 and 5.02 of the Lease, Sublessor (ii) ALL UTILITY COSTS (IF UTILITIES ARE NOT SEPARATELY METERED) for which Tenant is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase liable under Section 6.01 of the New Tax Lease, (iii) ALL INSURANCE PREMIUMS for which Tenant is liable under Sections 7.01 and Insurance Charge which is in excess 7.08 of the Base Tax and Insurance Charge Lease, (such increase iv) ALL CAM EXPENSES FOR which Tenant is liable under Section 8.04 of the New Tax Lease. Collectively, the aforementioned Real Property Taxes, insurance, utility, and Insurance Charge being CAM Expenses shall be referred to as the “Applicable New Tax "Total Operating Costs." Landlord may adjust its estimate of Total Operating Costs at any time based upon Landlord's experience and Insurance Charge”reasonable anticipation of costs. Such adjustments shall be effective as of the next Rent payment date after notice to Tenant. WITHIN 120 DAYS AFTER THE END OF EACH FISCAL YEAR (which shall be the calendar year for this Lease) (capitalized terms used herein but not otherwise defined shall have during the meaning set forth in the Master Lease). Sublessor Lease Term, Landlord shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contraryTenant a statement prepared in ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES SETTING FORTH, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectivelyIN REASONABLE DETAIL, the “Total Operating Expenses,” together with Costs paid or incurred by Landlord during the Applicable Tax preceding fiscal year and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Tenant's Pro Rata Share of such reasonable out-of-pocket expenses. Within thirty (30) days after Tenant's receipt of such statement, there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the case may be) in order that Landlord shall receive the entire amount of Tenant's share of such costs and expenses of enforcementfor such period. Should Sublessor fail In addition to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and its Pro Rata Share of Total Operating Expenses, Tenant is required hereunder to pay directly to suppliers, vendors, carriers, contractors, etc. certain insurance premiums, utility costs, personal property taxes, maintenance and repair, costs and other expenses, collectively "Additional Expenses." If Landlord pays for any Additional Expenses in accordance with the terms of this Lease, Tenant's obligation to reimburse such costs shall be an Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, obligation payable in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated full with the receptionist and one building services/security personnext monthly Rent payment. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum)Unless this Lease provides otherwise, which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee Tenant shall pay Sublessor within thirty days all Additional Rent then due with the next monthly installment of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisBase Rent.

Additional Rent. Sublessee acknowledges that Additional Rent for the calendar year which includes the Effective Date shall be calculated separately for the Excluded Premises and the Remainder Leased Premises as follows: (a) Additional Rent attributable to the Excluded Premises shall be prorated pursuant to Section 5(e) of the Master Original Lease for the calendar year which includes the Effective Date as though the Lease will terminate on the Effective Date, and “the number of days of the Term falling within the Calculation Year”, as used in said Section 5(e), shall be deemed to be the number of days in the period commencing on January 1st of the calendar year which includes the Effective Date and ending on the Effective Date. “Tenant’s Proportionate Share”, as determined under Exhibit B to the Original Lease, Sublessor is obligated shall, for purposes of determining Additional Rent attributable to pay annually the Excluded Premises for said calendar year, be deemed to Master Lessor additional rent equal to a portion of any increase be 55,340 square feet (i.e., being the rentable square footage of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master LeaseExcluded Premises). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor Original Tenant shall be responsible for the payment of utilities and performance Additional Rent attributable to the Excluded Premises for the calendar year which includes the Effective Date (including, without limitation, all rights and/or obligations with respect to reconciliations of repairactual Additional Rent as compared to Additional Rent Estimate relative to the Excluded Premises for such year, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”Section 5(c) of the Lease), and Tenant shall have no rights or responsibility therefor. (b) Additional Rent (with attributable to the exception that Remainder Leased Premises for the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity calendar year which includes the Effective Date and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee for the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession remainder of the Lease term thereafter shall be computed pursuant to Section 5 of the Lease, except that the “Tenant’s Proportionate Share” as determined under Exhibit B of the Lease, for purposes of determining Additional Rent for the Remainder Leased Premises, Sublessor covenants shall be deemed to be 60,494 square feet (i.e., being the rentable square footage of the Remainder Leased Premises). Without limitation of the foregoing, the parties hereby agree that Original Tenant shall have all rights and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for all obligations with respect to reconciliations of actual Additional Rent as compared to Additional Rent Estimate (i.e., as required under Section 5(c) of the reasonable out-of-pocket expenses Lease) attributable to the Remainder Leased Premises for the calendar year which includes the Effective Date, but only with respect to the period from and after January 1st of such enforcement unless, in year and through the good faith determination of Sublessor, day preceding the cause of the enforcement action is of common interest to Sublessee Effective Date (and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement Tenant shall have no rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annumresponsibility therefor), which such employees will be those of the Sublessor or its affiliate. Sublessee and Tenant shall not have all rights and shall be responsible for any costs related all obligations with respect to benefits, pension or other non-hourly/salary wage related expenses such reconciliation for said calendar year for the aforesaid employeesperiod from and after the Effective Date and through December 31st of such year (and Original Tenant shall have no rights or responsibility therefor). Sublessor All such Additional Rent reconciliation rights and obligations of Original Tenant and Tenant shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of survive the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisassignment effectuated hereby.

Additional Rent. (a) Sublessor represents that its Tenant's Share, as Tenant under the Underlying Lease, as defined in Article 1 of the Underlying Lease is 100%. Commencing April 1, 1997 and continuing with each ensuing calendar year thereafter, Sublessee acknowledges that shall pay Additional Rent within ten (10) business days after demand, which Additional Rent shall be equal 51.6% ("Sublessee's Proportionate Share") of the amount, if any, by which the Operating Costs (as such term is defined in the Underlying Lease) in each such calendar year subject to proration with respect to the last year of the Sublease term if less than a full calendar year, exceed the Operating Costs paid or charged to the Sublessor as tenant under the Underlying Lease for the calendar year 1996. Sublessor shall, upon Sublessee's request, request of Underlying Landlord the supporting data required to verify the charges for Additional Rent sought to be passed on to Sublessee as occupant of the Sublet Premises pursuant to the Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Underlying Lease and shall also disclose to Sublessee all information or findings pertaining to the duty of Sublessor or Sublessee to pay for the provision such charges as Additional Rent, including such matters with respect to such items of services in Schedule A (collectivelyAdditional Rent as may have been called to Sublessor's attention by Sublessee. If Sublessor shall not otherwise be contesting such charges, the “Operating Expenses,” together with the Applicable Tax cost and Insurance Chargeexpense of obtaining such supporting data, the “if any, shall be paid by Sublessee, as Additional Rent”. (b) If Sublessor receives any refund or credit under the Underlying Lease relating to any payment made by the Sublessee for Additional Rent pursuant to this Article, Sublessee shall be entitled to receive from Sublessor the entire amount of such refund or credit (less sums, if any, expended by Sublessor in connection with ob taining such refund or credit) to the extent relating to any payment made by Sublessee to Sublessor for Additional Rent promptly following receipt by Sublessor. (c) Sublessor shall cause to be provided to the Building, including the Sublet Premises, services consisting of maintenance, repairs, cleaning of the Building (other than the Sublet Premises), cellular service, pest control, sanitation and waste removal ("Sublessor's Services") which shall be paid for by Sublessor and Sublessee as herein provided. Sublessee's expense base based on Sublessee's Proportionate Share is $0.17 per square foot ("Sublessee's Expense Base"). Commencing on the first anniversary of the Commencement Date and continuing with each anniversary date thereafter, if the cost of Sublessor's Services shall be greater than Sublessee's Expense Base, Sublessee shall pay to Sublessor, as additional rentrent for such year, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those Sublessee's Percentage of the Sublessor or its affiliate. Sublessee shall not be responsible excess of the cost of Sublessor's Services for any costs related to benefits, pension or other non-hourly/salary wage related expenses for such year over the aforesaid employeesSublessee's Expense Base ("Sublessee's Expense Payment"). Sublessor shall invoice submit to Sublessee, prior to, or within 30 days following the commencement of each year of the Sublease Term, an expense statement certified by the Sublessor, setting forth the costs and expenses of the Sublessor's Services for the preceding year and the payment, if any due to Sublessor from Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of such year. In the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures event there is a decrease in the designated commons areas cost of Sublessor's Services, Sublessee's Expense Payments shall be adjusted to reflect the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisdecrease.

Additional Rent. Sublessee acknowledges that pursuant In addition to Base Rent, the Lessee shall pay, as “Additional Rent” and monthly, on the first day of every month thereafter the Lessee’s Proportionate Share of Operating Costs of the Property for each Lease Year or portion thereof during the Term hereof. The Lessee shall pay to the Master LeaseLessor monthly installments on account of projected Operating Costs for the Lease Year, Sublessor calculated by the Lessor on the basis of the most recent Operating Costs data for actual Operating Costs for such Lease Year, pro-rated for any partial month. Within one hundred twenty (120) days after the end of each Lease Year or partial Lease Year, Lessor shall deliver to Lessee a detailed statement setting forth the Operating Costs for such Lease Year and Lessee’s Proportionate Share. If the total of such monthly installments in any Lease Year is obligated to pay annually to Master Lessor additional rent equal greater than the actual Operating Costs for such Lease Year, the Lessee shall be entitled to a portion credit against the Lessee’s Base Rent obligations hereunder in the amount of such difference and may set off such amounts against any increase sums due from Lessee to Lessor hereunder. If the total of such monthly installments is less than the actual Operating Costs for such Lease Year, the Lessee shall pay to the Lessor the amount of such difference within thirty (30) days of receipt of billing therefor. Lessor shall make available for inspection of Lessee such back-up documents as Lessee shall reasonably request. Such documents and other books and records as Lessee shall reasonably request shall be open at all reasonable times, at Lessee’s offices after written notice to Lessor, to the inspection of Lessee or its duly authorized representatives who shall have full and free access to such documents, books and records, and the right to audit such documents, books and records, and the right to require of Lessor such information or explanation with respect to such documents, books and records as may be necessary to the proper examination and audit thereof. If any audit discloses an overcharge in the amount of Lessee’s Proportionate Share of Operating Costs paid by Lessee, Lessor shall promptly reimburse Lessee an amount of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge overcharge within thirty (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”30) (capitalized terms used herein but not otherwise defined shall have the meaning days after written request therefor. If Lessor fails to reimburse Lessee as set forth in the Master Lease). Sublessor shall deliver immediately preceding sentence, Lessee may offset the amount of the overcharge against any sums as owing hereunder from Lessee to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise If any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event discloses an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment overcharge of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectivelymore than 10%, the “Operating Expenses,” together with Lessor shall reimburse the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible Lessee for the reasonable out-of-pocket expenses costs of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisaudit.

Additional Rent. Sublessee acknowledges that pursuant (a) Taxes, Insurance and Common Area Maintenance (1) In the event the "Tax, Insurance and Common Area Maintenance Expenses" (as defined below) of the Building shall in any calendar year during the term of this Lease exceed the sum of $Base Year 1999 per square foot, then -------------- with respect to such excess (the "Tax, Insurance and Common Area Maintenance Differential"), Tenant agrees to pay as additional rental Tenant's pro rata share of the Tax, Insurance and Common Area Maintenance Differential within ten (10) days following receipt of an invoice from Landlord stating the amount due. The pro rata share to be paid by Tenant is Twenty and Forty Seven Hundredths --------------------------------- percent (20.47%) subject, however, to adjustment for any expansion of the Leased ----- Premises. In the case of a multi-building Project, if such Tax, Insurance and Common Area Maintenance Expenses are not separately assessed to the Master LeaseBuilding but are assessed against the Project as a whole, Sublessor is obligated Landlord shall determine the portion of such Tax, Insurance and Common Area Maintenance Expenses allocable to pay annually the Building in which the Leased Premises are located. (2) At or prior to Master Lessor the commencement of this Lease and at any time during the Lease term, Landlord may deliver to Tenant a written estimate of any additional rent equal applicable to a portion of the Leased Premises (based on the pro rata share stated above) which may be anticipated for excess Tax, Insurance and Common Area Maintenance Expenses during the calendar year in which this Lease commences or for any increase succeeding calendar year, as the case may be. Based upon such written estimate, the monthly Base Rental shall be increased by one-twelfth (1/12) of the New estimated additional rent. (3) Statements showing the actual Tax and Insurance Charge Expenses (as well as the actual Common Area Maintenance Expenses, as defined in Paragraph 6(b) below) and Tenant's proportionate share thereof (hereinafter referred to as the "Statement of Actual Adjustment") shall be delivered by Landlord to Tenant after any calendar year in which is in excess of additional rental was paid or due by Tenant. Within ten (10) days after the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver delivery by Landlord to Sublessee promptly after receipt thereof any statements Tenant of such Tax Statement of Actual Adjustment, Tenant shall pay Landlord the amount of any additional rental shown on such statement as being due and Insurance Charge delivered to Sublessor by Master Lessorunpaid. Notwithstanding anything contained herein If such Statement of Actual Adjustment shows that Tenant has paid more than the amount of additional rental actually due from Tenant for the preceding calendar year and if Tenant is not then in default under this Lease, Landlord shall credit the amount of such excess to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement next Base Rental installment due from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisTenant.

Additional Rent. Sublessee acknowledges As and for additional rent (the "Additional Rent") for the Premises, Tenant shall pay Landlord, commencing on the Rental commencement Date, CAM Expenses, increases, if any, in Property Taxes of the Property Taxes paid by the Landlord under the Prime Lease in 2000, the Base Year, and Insurance Costs incurred by the Landlord under the Prime Lease over Insurance Costs incurred in 2000 (collectively, "Operating Costs"). Tenant shall pay to Landlord as additional rent a prorata portion of the amounts payable by Landlord as Operating Costs under the Prime Lease. The prorata amount shall be determined by multiplying the total amount of Operating Costs that pursuant to the Master Lease, Sublessor Landlord is obligated required to pay annually to Master Lessor under the Prime Lease by a fraction, the numerator of which is 15,000 and the denominator of which is 40,749. Such additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible payable as and when Operating Costs are payable by Landlord. If the Prime Lease provides for the payment by Landlord of utilities Operating Costs on the basis of an estimate thereof, then as and performance of repair, replacement when adjustments between estimated and maintenance as required actual operating Costs are made under the Master Lease and shall also pay for the provision of services in Schedule A (collectivelyPrime Lease, the “obligations of Landlord and Tenant hereunder shall be adjusted in a like manner; and if any such adjustment shall occur after the expiration or earlier termination of the Term, then the obligations of Landlord and Tenant under this Subsection 5 shall survive such expiration or termination. Landlord shall, upon request by Tenant, furnish Tenant with copies of all statements submitted to Landlord of actual or estimated Operating Expenses,” together with Costs during the Applicable Tax and Insurance ChargeTerm. In addition to the foregoing, the “Additional Rent”). Sublessee Tenant shall pay to Sublessor, Landlord as additional rent, thirty-three percent rent the sum of Three Hundred Dollars (33%$300.00) (“Sublessee’s Pro Rata Share”) on the Rental Commencement Date and on each anniversary of the Additional Rent (with Rental Commencement Date during the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits term of this Sublease and in lieu of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s requesta security deposit. Sublessee Additional Rent shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five due thirty (530) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublesseefollowing Tenant's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result receipt thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis.

Additional Rent. Sublessee acknowledges that pursuant (a) Any amount required to be paid by Tenant hereunder (in addition to Minimum Annual Rent) and any charges or expenses incurred by Landlord on behalf of Tenant under the Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion terms of any increase of this Lease shall be considered “Additional Rent” payable in the New Tax same manner and Insurance Charge which is in excess of upon the Base Tax same terms and Insurance Charge (such increase of conditions as the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning Minimum Annual Rent reserved hereunder except as set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary. Any failure on the part of Tenant to pay such Additional Rent when and as the same shall become due shall entitle Landlord to the remedies available to it for non-payment of Minimum Annual Rent. (b) In addition to the Minimum Annual Rent, Sublessee may exercise any Tenant shall pay to Landlord for each calendar year during the Lease Term, as Additional Rent, Tenant’s Proportionate Share of all costs and all rights expenses incurred by Landlord during the Lease Term for Operating Expenses (as hereinafter defined) for the Building and Common Areas. Said Operating Expenses are estimated to be $1.00 per rentable square foot for calendar year 2004. Tenant acknowledges that Sublessor has said amount is only an estimate and agrees to reimburse Landlord for the actual Operating Expenses under the Master Lease in accordance with this Section 3.02(b). Notwithstanding the foregoing, Tenant’s Proportionate Share of Operating Expenses for the first six (6) months following the Commencement Date shall be $0.00. (c) In addition to audit the Minimum Annual Rent and inspect Tenant’s share of Operating Expenses, Tenant shall pay to Landlord for each calendar year during the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master LessorLease Term, as applicableAdditional Rent, Tenant’s Proportionate Share of (i) any increase in Insurance Premiums (as herein defined) over the base amount paid by Landlord in the event an overpayment or discrepancy is discoveredBase Year; and (ii) the amount by which all Real Estate Taxes (as herein defined) for each tax year exceeds all Real Estate Taxes for the Base Year. Sublessor All Additional Rent payable by Tenant pursuant to Section 3.02(b) above and this Section 3.02(c) shall be responsible for the payment of utilities and performance of repairreferred to herein, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, as the “TICAM Charges”. (d) For purposes of this Lease, “Operating Expenses,” together with shall mean the Applicable Tax amount of all of Landlord’s costs and Insurance Chargeexpenses paid or incurred in operating, repairing, replacing and maintaining the “Additional Rent”). Sublessee shall pay to Sublessor, as Building and the Common Areas in good condition and repair for a particular calendar year (including all additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of costs and expenses that Landlord reasonably determines that it would have paid or incurred during such year if the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges)Building had been fully occupied; provided, however, all that any such “grossing up” shall be done in accordance with generally accepted accounting principals), including by way of illustration and not limitation, the following: insurance deductibles; water, sewer, electrical and other utility charges other than the separately billed electrical and other charges paid by Tenant as provided in this Lease (or other tenants in the Building); painting; stormwater discharge fees; tools and supplies; repair costs not attributable to a particular tenant’s premises; landscape maintenance costs; access patrols; license, permit and inspection fees; management fees (not to exceed 4% of gross rent for the Building); supplies, costs, wages and related employee benefits payable for the management, maintenance and operation of the Building; maintenance, repair and replacement of the driveways, parking areas, curbs and sidewalk areas (including snow and ice removal), landscaped areas, drainage strips, sewer lines, gutters and lighting; and dues, fees and assessments incurred under any covenants or charged by any owners association. The cost of any Operating Expenses will that are capital in nature shall be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee amortized over the benefits of this Sublease and of those provisions useful life of the Master Lease which improvement (as reasonably determined by their nature are intended to benefit Landlord), and only the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee amortized portion shall be responsible for included in Operating Expenses. Notwithstanding the reasonable out-of-pocket expenses of such enforcement unlessforegoing, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee Operating Expenses shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for include the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis.following:

Additional Rent. Sublessee acknowledges that pursuant to (a) All taxes, charges, premiums, costs and expenses which the Master Lease, Sublessor Lessee is obligated required to pay annually hereunder, together with all interest penalties that may accrue thereon in the event of the Lessee's failure to Master pay such amounts and all damages, costs, and expenses which the Lessor may incur by reason of any default of the Lessee or failure on the Lessee's part to comply with the terms of this lease, shall be deemed to be additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicableand, in the event an overpayment of nonpayment by the Lessee, the Lessor shall have all the rights and remedies with respect thereto as the Lessor has for the nonpayment of the base rent. The Lessor upon receipt of any such bills, statements or discrepancy is discoveredcharges shall deliver them promptly to the Lessee. (b) The Lessee shall pay as additional rent, before any fine, penalty, interest, or costs may be added thereto for the nonpayment thereof Lessee's proportionate share of all real estate taxes, fire fees, Foxcroft Condominium Office Building maintenance fees, assessments, Lessor Operating Costs, insurance premiums, and other governmental levies and charges, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of any kind, which are assessed or imposed against the Lessor and paid or payable with respect to or allocable to Foxcroft Condominium Office Building during the term of this lease. Sublessor Any additional rent which shall become due and payable by Lessee to Lessor shall be responsible for payable, unless otherwise provided herein, with the payment next regularly due monthly installment of utilities and performance base rent. Lessees proportionate share of repair, replacement and maintenance all such expenses that are to be paid by the Lessee as required under additional rent shall be computed by multiplying the Master Lease and shall also pay for the provision amount of services in Schedule A (collectivelyall such Lessor expenses by a fraction, the “Operating Expenses,” together with numerator of which shall be Lessee's leased floor area and the Applicable Tax and Insurance Chargedenominator of which shall be Lessor's aggregate amount of owned square feet of leasable floor area in Foxcroft Condominium Office Building. (c) Nothing contained in this lease shall require the Lessee to pay any franchise, corporate, state, inheritance, succession, capital levy, or transfer tax of the “Additional Rent”). Sublessee shall Lessor or any income, profits, or revenue tax, or any other tax, assessment, charge or levy upon the rent payable by the Lessee under this lease. (d) In each lease year Lessee will pay to SublessorLessor, as additional rent, thirtyLessee's proportionate share of all of Lessor's Operating Costs as herein set forth. Such Operating Costs shall be paid by Lessee within thirty (30) days after receipt of any invoice therefor from Lessor. Failure of Lessor to provide such statement within a reasonable time shall not relieve Lessee of its obligations hereunder. At Lessor's option, Operating Costs shall be paid by Lessee in monthly installments in such amounts as are estimated and billed by Lessor at the beginning of each twelve (12) month period commencing and ending on dates designated by Lessor, each installment being due on the first day of each calendar month. At any time during each twelve (12) month period, Lessor may re-three percent estimate Lessee's Operating Costs and adjust Lessee's monthly installments payable thereafter during such twelve (33%12) month period to reflect more accurately Lessor's Operating Costs. Within one hundred twenty (“Sublessee’s Pro Rata Share”120) days (or such additional time thereafter as is reasonable under the circumstances), after the end of such twelve (12) month period, the monthly installments paid or payable shall be adjusted between Lessor and Lessee in accordance with Lessor's Operating Costs, and Lessee shall pay Lessor or Lessor shall credit Lessee's account or (if such adjustment is at the end of the Additional Rent (with term) pay Lessee, as the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shallmay be, within five thirty (530) business days of written noticereceipt of a statement from Lessor to Lessee, validly assign all such amounts as may be necessary to effect adjustment to the agreed share, Failure of Lessor to provide such statement within the time prescribed shall not relieve Lessee of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisobligations hereunder.

Additional Rent. Sublessee acknowledges that pursuant All monies other than Base Rent required to the Master Lease, Sublessor is obligated to pay annually to Master Lessor be --------------- paid by Subtenant under this Sublease shall be deemed additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease"Additional Rent"). Sublessor Additional Rent shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor include, without limitation, all amounts payable by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has Sublandlord under the Master Lease with respect to audit and inspect or reasonably allocated to the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in Subleased Premises accruing during the event an overpayment or discrepancy is discovered. Sublessor shall be responsible Term of the Sublease (except for the payment of utilities and performance of repair, replacement and maintenance as required "Base Rent" under the Master Lease and services requested by Sublandlord or other subtenant for Sublandlord's or such other subtenant's sole benefit), except that Subtenant shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed not be required to pay forty percent (40%) such amount to the extent that such expenses are incurred as a result of any Additional Rent related to electricity and gas charges); providedSublandlord's or its agent's, howeveremployee's or contractor's negligence, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions willful misconduct or breach of the Master Lease which not caused by their nature are intended Subtenant. Subtenant acknowledges that Sublandlord is required to benefit the party in possession pay to Master Landlord "Operating Costs" and "Taxes" and estimated payments thereof and adjustments thereto under Section 2 of the Lease Master Lease. In addition to all other Additional Rent set forth in this Sublease, Subtenant shall pay to Sublandlord as Additional Rent hereunder, Subtenant's pro rata share of all of such "Operating Expenses" and estimated payments thereof and adjustments thereto payable by Sublandlord to Master Landlord. Subtenant'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 Master Premises. Such amounts (including estimated payments thereof and adjustments thereto) shall be payable by Subtenant no later than the dates the same are due under the Master Lease; provided that Sublandlord has given Subtenant reasonably adequate notice and evidence of the same. Notwithstanding the foregoing, with respect to estimates of Operating Expenses and Taxes under the Master Lease, within 10 days after receiving an original or revised estimate of the Operating Expenses and Taxes reasonably allocable to the Subleased Premises, Sublessor covenants and agrees Subtenant shall pay Sublandlord 1/12th of such estimate, multiplied by the number of months (if any) that have elapsed in the applicable fiscal year to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible date of such payment including the current month, minus payments previously made by Subtenant for the reasonable out-of-pocket expenses months elapsed. On the first day of each month thereafter, Subtenant shall pay Sublandlord 1/12th of such enforcement unlessestimate, until a new estimate becomes applicable. Sublandlord shall promptly forward the appropriate invoices received from Master Landlord. Notwithstanding the foregoing, but except for all costs, expenses, fees and charges incurred in connection with the construction of the Sublandlord Improvements, in the good faith determination of Sublessor, the cause of the enforcement action event any cost or expense is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach incurred by the landlord Sublandlord under the Master Lease for Subtenant's sole benefit or as a result of Subtenant's request for certain services (such as extra hours' charges, etc.) or as a result of Subtenant's or its agent's, employee's or contractor's negligence, willful misconduct or breach of the Sublease or Master Lease, Subtenant shall pay the entire cost thereof, and such failure materially impairs Sublessee’s ability charges shall not be pro rated between Sublandlord and Subtenant. Except to conduct its business at the Lease extent included in Operating Expenses under the Master Lease, Subtenant shall pay for all water, gas, heat, light, power, telephone, WAN and other telecommunications lines and services, sewer service, waste pick- up and any other utilities and services (including HVAC) to the Subleased Premises. If any such utilities or services are not separately metered to the Subleased Premises, then Sublessor Subtenant shall pay within thirty (30) days of demand Subtenant's pro rata share of the cost of such utilities and services incurred by Sublandlord for the Master Premises. In the event Sublandlord reasonably determines that Subtenant is using a disproportionate amount of such utilities and services, Sublandlord may either (1) charge a reasonable proportion to be reasonably determined by Sublandlord of all charges jointly metered to the Master Premises or (2) separately meter the Subleased Premises at Subtenant's sole cost and expense. Subtenant and its authorized representatives may examine, inspect and audit for accuracy Sublandlord's calculations of Additional Rent payable by Subtenant under this Sublease as compared to bills and invoices Sublandlord has received from Master Landlord and other third party providers and copy the same. Such examination, inspection, audit or copying may be done within one year of Subtenant's receipt of such invoice at reasonable times and upon reasonable prior written notice. Unless Subtenant serves such notice within one year of receipt of such invoice, the invoice shall be deemed final. Upon a reasonable determination that Subtenant was overcharged for Additional Rent or any other charges which were due hereunder, Sublandlord shall, within five (5) 15 business days of written noticesuch determination and notice from Subtenant, validly assign remit all overcharged amounts to Subtenant. This examination privilege does not include any examination by subtenant of its enforcement rights to Sublessee, Master Landlord's books or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisrecords.

Additional Rent. Sublessee acknowledges that pursuant to the Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee Subtenant shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unlessSublandlord, in advance on the good faith determination first day of Sublessoreach and every calendar month during the Sublease Term, commencing on the cause of the enforcement action is of common interest to Sublessee and SublessorCommencement Date, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist sum of: (x) 1/12 of Tenant’s Share (as defined in Section 5 of the Main Lease, and $1,950 per month for which the building services/security person parties agree is 100%) of the then current Annual Estimate (each as defined in Section 5 of the Main Lease, and which the parties agree may be revised by the Main Landlord from time to increase at 3% per annumtime) of Operating Expenses (including, any amounts includable within such Annual Estimate of Operating Expenses pursuant to Sections 5, 9, 11, 13 or 17 of the Main Lease), which such employees will be those plus (y) the Restructured TIA Monthly Payment (as defined in Section 16 of the Sublessor or its affiliate. Sublessee Fourth Amendment), plus (z) the monthly installment of the Additional Tenant Improvement Allowance as described in the 2006 Letter Agreement (the amounts due under subparagraphs (y) and (z) are referred to as the “TIA Payment” and are set forth in Exhibit “C” and the parties agree that such amounts shall not be responsible revised under this Sublease regardless of whether such amounts are revised under the Main Lease), subject to any Credit due to Subtenant under Section 2 above. In addition, Subtenant shall pay to Sublandlord, within ten (10) days following written demand therefor, which demand shall include the supporting documentation described below, any and all other amounts of Additional Rent (as defined in the Main Lease) that are payable by Sublandlord to the Main Landlord pursuant to the provisions of the Main Lease only for periods occurring within the Sublease Term, and excluding amounts attributable to Sublandlord’s default under the Main Lease (except to the extent that Sublandlord’s default was caused by Subtenant). Sublandlord shall deliver to Subtenant a copy of any statement received by Sublandlord from the Main Landlord and a statement calculating the amount due from Subtenant. For purposes of determining any Additional Rent due from Subtenant, including the amounts payable by Subtenant pursuant to this Section 3, any amounts payable by Sublandlord under the Main Lease which cover a fiscal or other period any part of which occurs before the Commencement Date shall be apportioned according to the number of days in such period which occur within the portion of the Sublease Term. Additionally, if Sublandlord shall be charged by reason of Subtenant’s acts or defaults under this Sublease for any costs related sums pursuant to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days provisions of the date of each invoice. Nothing contained herein prohibits Sublessor Main Lease, then Subtenant shall be liable for such sums with respect to the Subleased Premises, and such sums shall be deemed Additional Rent and collectible as such and shall be payable by Subtenant upon ten (10) days’ written notice from outsourcing such employeesSublandlord, provided that if any which notice shall include a copy of the foregoing services are outsourced, Sublessee shall pay one-half supporting documentation received by Sublandlord in connection therewith and a statement calculating the amount of such sums. If Main Landlord issues any credit or refund to Sublandlord in respect of any Base Rent or Additional Rent paid by Subtenant and relating to any part of the total costs Sublease Term, then Sublandlord shall give to Parent Subtenant a corresponding credit or refund equal to Subtenant's equitable share of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in such credit or refund from Main Landlord based on the designated commons areas portion of the Sublease Term to which such credit or refund relates. To the extent permitted by Main Landlord, Subtenant shall have the right to exercise the audit rights described in Section 5 of the Main Lease Premisesand, including receptionto the extent not so permitted by Main Landlord, lunch room, conference room(s) Sublandlord shall exercise such rights on Subtenant’s behalf at Subtenant’s sole cost and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisexpense.

Additional Rent. Sublessee acknowledges that pursuant Upon the Sublease Commencement Date, in addition to the Master LeaseBase Rent, Sublessor is obligated to pay annually to Master Lessor additional rent equal to Sublandlord shall invoice Subtenant, and Subtenant shall pay, on a portion of any increase monthly basis, [*] (“Subtenant’s Share”) of the New Tax and Insurance Charge which is Direct Expenses (as defined in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit include Operating Expenses and inspect Tax Expenses) paid by Sublandlord to Master Landlord pursuant to the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment terms of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee Additional Rent shall pay to Sublessorbe remitted with Base Rent. The term “Rent” shall mean Base Rent and Additional Rent. Should Master Landlord continue its practice of sending a separate invoice for each of Building B and Building C, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) Subtenant will be responsible for [*] of the Additional Rent attributable to Building B. Within a reasonable time after receipt, Sublandlord shall provide Subtenant with copies of each Statement (with as defined in the exception that Master Lease) Sublandlord receives from Master Lessor pursuant to Section 4.4.1 of the Sublessee has agreed Master Lease. With respect to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value the audit right set forth in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions Section 4.6 of the Master Lease which by their nature are intended to benefit (the party in possession “Audit Right”), if Subtenant reasonably believes, after review of a Statement, that the Statement is incorrect, then Subtenant shall so notify Sublandlord within thirty (30) days after receipt of the Lease PremisesStatement, Sublessor covenants and agrees to enforce Sublandlord shall exercise the Master Lease against Master Lessor Audit Right on Subtenant’s behalf, but at SublesseeSubtenant’s requestsole cost and expense. Sublessee Subtenant shall be responsible reimburse Sublandlord for Sublandlord’s actual costs incurred in exercising the reasonable out-of-pocket expenses of such enforcement unlessAudit Right, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shallif any, within five thirty (530) business days after receipt of written notice, validly assign all of its enforcement rights to Sublessee, or either Sublandlord’s invoice therefor (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereofincluding reasonable documentation). For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee Sublandlord shall not be responsible for the result of any costs related to benefitsaudit undertaken at Subtenant’s request. Subtenant acknowledges that Master Landlord has historically invoiced Additional Rent by Building (i.e., pension or other non-hourly/salary wage related expenses one invoice for the aforesaid employees. Sublessor shall Building B and another invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisBuilding C).

Additional Rent. Sublessee acknowledges that pursuant (a) Commencing as of January 1, 2004, Subtenant shall pay, in addition to the Master LeaseBase Rent, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase its proportionate share of the New Tax and Insurance Charge (a) the Operating Costs (as defined in the Prime Lease) which is are in excess of the Operating Costs in the Operating Cost Base Tax Year, and Insurance Charge (such increase b) the Taxes (as defined in the Prime Lease) which are in excess of the New Taxes in the Tax Base Year (both of which payments, in addition to those payments set forth in Section 7(b) and Insurance Charge being any other amounts due hereunder, are referred to as "ADDITIONAL RENT"). For purposes of calculating such excess amounts, the “Applicable New term "Operating Cost Base Year" shall be calendar year 2003, and "Tax Base Year" shall be fiscal tax year 2003 (which payments, in addition to those payments set forth in Section 7(b) and Insurance Charge”any other amounts due hereunder, are referred to as "ADDITIONAL RENT"). All payments due by Subtenant under this Section 7(a) (capitalized terms used herein but not otherwise defined shall have be made on the meaning same day as comparable payments are due by Sublandlord under the Prime Lease. Subtenant's obligations hereunder, to the extent accrued prior to the Sublease expiration date, shall survive the expiration of the Sublease. Subtenant's proportionate share with respect to the Demised Premises is set forth in the Master Prime Lease). Sublessor Subtenant shall deliver have no independent right to Sublessee promptly after receipt thereof any statements request an audit of such Tax Prime Landlord's books and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to records, but in the contrary, Sublessee may exercise any and all rights event that Sublessor has under Sublandlord audits the Master Lease to audit and inspect the Master Lessor’s books and records relating of the Prime Landlord with respect to any payment of Additional Rent, Sublandlord agrees to provide Subtenant with copies of any such Tax books and Insurance Charge records, provided that Subtenant agrees to sign any reasonable confidentiality agreement required by Prime Landlord; and provided further, that Sublandlord shall, upon the reasonable written request of Subtenant and consistent with the rights accorded to seek reimbursement from Sublessor or Master LessorSublandlord under the Prime Lease, request an audit of Prime Landlord's books and records. (b) Subtenant shall also pay, as applicableAdditional Rent, all electricity charges with respect to the Demised Premises, as set forth in Article 8 of the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for Prime Lease, and any other utility charges to the payment of utilities and performance of repair, replacement and maintenance as extent required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisPrime Lease.

Additional Rent. Sublessee acknowledges that pursuant to the Master Lease, Sublessor is obligated (a) Subtenant agrees to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to SublessorSublandlord, as additional rentrent under this Sublease, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) amount of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which additional rent payable by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord Sublandlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇▇▇▇▇ until such enforcement (to the extent related to Subtenant's use or occupancy of the Subleased Premises, including, without limitation, pursuant to Sections 5.2 and 5.3 of the ▇▇▇▇▇▇▇▇▇). It is commenced agreed that any amounts payable by the Sublandlord under the ▇▇▇▇▇▇▇▇▇ (including, without limitation, those payable pursuant to Sections 5.2 and diligently prosecuted 5.3 of the ▇▇▇▇▇▇▇▇▇) that are not specifically attributable to either the Subleased Premises or the remainder of the Main Premises, shall be deemed attributable to the Subleased Premises and included in Additional Rent in the same proportion as the rentable area of the Subleased Premises bears to the rentable area of the Main Premises (ii) Sublessee may terminate "Subtenant's Share", which, for the purposes of this Sublease, in which case Sublessor the parties agreed shall be liable deemed to Sublessee for be 12.1%). For purposes of this Sublease, Operating Costs shall, in addition to those amounts payable under Section 5.2 of the payment ▇▇▇▇▇▇▇▇▇, include those costs that are incurred by Sublandlord to the extent such costs would be permitted as Operating Costs had they been charged by Overlandlord. Operating Costs shall include the costs of the services provided by Sublandlord as more particularly set forth on Schedule 6(a) hereto ("Sublandlord Services"). Notwithstanding anything to the contrary in the Lease or this Sublease, the commercially reasonable management fees incurred by Sublandlord (not to exceed 3% of gross rents from the property, plus reimbursable) in connection with the operation and maintenance of the Subleased Premises shall be included in Operating Costs and Subtenant shall pay Subtenant's Share of the same. For purposes of this Sublease, "Additional Rent" means any and all sums (whether or not specifically designated as "Additional Rent" in this Sublease), other sum for which Sublessee may become than Monthly Base Rent, that Subtenant is or becomes obligated because to pay to Sublandlord under this Sublease. Subtenant shall have the right to inspect, at reasonable times and in a reasonable manner, during the ninety (90) day period following the delivery of Sublessor’s failureSublandlord's statement of the actual amount of Operating Costs, or for any loss sustained by Sublessee such of Sublandlord's books of account and records as a result pertain to and contain information concerning such costs and expenses in order to verify the amounts thereof. For the Term Subtenant agrees that any information obtained during an inspection by Subtenant of the Sublease, Sublessor Sublandlord's books of account and Sublessee agree to share the costs associated with the receptionist records shall be kept in confidence by Subtenant and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist its agents and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee and shall not be responsible for disclosed to any costs related other parties, except to benefitsSubtenant's attorneys, pension accountants and other consultants. Any parties retained by Subtenant to inspect Sublandlord's books of account and records shall not be compensated on a contingency fee basis. If Subtenant shall not dispute any item or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures items included in the designated commons areas determination of Operating Expenses for a particular Sublease Year by delivering a written notice to Sublandlord generally describing in reasonable detail the Lease Premisesbasis of such dispute within sixty (60) days after the statement for such year was delivered to it, including receptionSubtenant shall be deemed to have approved such statement. During the pendency of any dispute over Operating Expenses, lunch roomSubtenant shall pay, conference room(s) under protest and restrooms is Sublessor’s propertywithout prejudice, but will be used Subtenant's Share of Operating Costs as calculated by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisSublandlord.

Additional Rent. Sublessee acknowledges that pursuant Commencing January 1, 2020 and each year thereafter during the Term hereof, in addition to the Master LeaseBase Rent, Sublessor is obligated Sub-Subtenant shall pay to pay annually to Master Lessor additional rent equal to a portion of any increase Sub-Sublandlord as Additional Rent (“Additional Rent”): (i) 8.2328% of the New increases in the Building’s Operating Expenses (the “Operating Expenses Escalation”) over the 2019 Base Operating Expense Year and for each year following the Base Operating Expense Year, and (ii) the 7.6725% of the increases in the Building’s Taxes (the “Tax Escalation” and Insurance Charge which is in excess of together with the Operating Expenses Escalation, the “Escalation Rent”) over the 2019/2020 Base Year (the “Base Tax Year”) and for each year following the Base Tax and Insurance Charge (such increase Year. Sub-Subtenant shall pay Escalation Rent in monthly installments on the first day of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning each month in an amount set forth in a written estimate by Sub-Sublandlord; provided, however, if there is a change in the Master Lease)amount of Escalation Rent payable by Sub-Subtenant, Sub-Sublandlord shall to provide such written estimate to Sub-Subtenant at least fifteen (15) days before such amount is first due. Sublessor Sub-Sublandlord shall deliver promptly forward to Sublessee Sub-Subtenant all estimates and reconciliation statements that Sub-Sublandlord receives from Sublandlord and/or Prime Landlord. At the same time, in addition to such estimates or reconciliation statements. Sub-Sublandlord shall provide Sub-Subtenant its calculation of Escalation Rent for such calendar or fiscal year, as well as supporting documentation to the extent provided by Sublandlord or Prime Landlord or developed independently by Sub-Sublandlord. In the event an adjustment to Operating Expenses or Taxes or any other Additional Rent is made by Prime Landlord and/or Sublandlord, Escalation Rent shall be adjusted accordingly. Upon written request from Sub-Subtenant, Sub-Sublandlord shall promptly after receipt thereof exercise any statements right it may have to cause Sublandlord’s or Prime Landlord’s books and records to be audited; provided, however, that Sub-Subtenant shall pay the cost of such Tax the audit and Insurance Charge delivered indemnify, defend and hold harmless Sub-Sublandlord from and against all claims, damages, costs and expenses incurred by Sub-Sublandlord as a result of the audit. The Base Rent and Additional Rent may sometimes be referred to Sublessor by Master Lessor. herein collectively as the “Rent.” Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirtySub-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee Subtenant shall not be responsible for any costs related sums due under the Prime Lease or Sublease which are not due from Sub-Subtenant to benefitsSub-Sublandlord pursuant to the express terms of this Sub-Sublease, pension or other nonwhich are due under the Prime Lease, Sublease or this Sub-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee Sublease and Sublessee shall pay Sublessor within thirty days are assessed as a result of the date failure of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if Sub-Sublandlord to comply with the Prime Lease and/or Sublease unless Sub-Subtenant is in default of any of the foregoing services terms or provisions of this Sub-Sublease, the Sublease or the Prime Lease on the date such sums are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used assessed by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisSublandlord or Prime Landlord.

Additional Rent. Sublessee acknowledges that pursuant to the Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”A) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee Tenant shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s its Pro Rata Share of such reasonable outTaxes and Operating Expenses ("Tenant's Share"). As soon as practicable each year during the Lease Term, Landlord shall furnish to Tenant a detailed estimate of Tenant's Share for the timeframe in question (broken down on a category by category basis). Tenant acknowledges that Landlord has provided Tenant with a non-of-pocket expenses binding estimate of enforcementthe Tenant's Share for calendar year 1999, prior to the execution hereof. Should Sublessor fail Tenant shall pay to enforce a breach by Landlord the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business estimate for Tenant's Share in equal monthly installments at the same time and place as Rent is to be paid. Landlord will furnish a statement of the actual Tenant's Share no later than April 1 of each year during the Lease PremisesTerm, then Sublessor shallincluding the year following the year in which the Lease expires or is otherwise terminated. In the event that Landlord is, for any reason, unable to furnish the statement of the actual Tenant's Share within five the time specified above, Landlord will furnish such statement as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay to Landlord any deficiency as shown by such statement within thirty (530) business days of written noticereceipt of such statement. Provided no Event of Default by Tenant is in existence under this Lease, validly assign all of its enforcement rights Landlord will refund to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until Tenant any excess as shown by such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor statement within thirty (30) days of the date of each invoicethe statement; provided that, if an Event of Default by Tenant is in existence, Landlord shall refund to Tenant the amount of such excess at such time as all Events of Default have been cured. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of Landlord will keep books and records showing the foregoing services are outsourced, Sublessee Operating Expenses in accordance with generally accepted accounting principles. (B) Any and all payments (other than Rent) required to be made by Tenant pursuant to this Lease shall pay one-half of be deemed additional Rent ("Additional Rent"). Landlord shall have the total costs to Parent of these outsourced services. Sublessor same rights and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisremedies for said payments as for Rent.

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 “Direct Expenses” (as defined in Section 4.2.2 of the Master Lease), shall be paid by Sublessee acknowledges that pursuant to hereunder as and when such amounts are due under the Master Lease, as incorporated herein. Sublessee shall also pay to Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase its pro rata share based on the square footage of the New Tax and Insurance Charge which is in excess Subleased Premises to the square footage of the Base Tax and Insurance Charge Premises (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”31,157/109,237) (capitalized terms used herein “Pro Rata Share”), within thirty (30) days of request by Sublessor (but not otherwise defined shall have no earlier than the meaning set forth in due date under the Master Lease), of the cost of utilities (to the extent that such utilities are not separately metered or sub-metered to the Subleased Premises, in which case Sublessee shall pay only the separately metered or sub-metered amounts), under Section 6.2 of the Master Lease, as incorporated herein. Sublessor Sublessee shall deliver also pay to Sublessor, within thirty (30) days of request by Sublessor, Sublessee’s Pro Rata Share of Sublessor’s actual out-of-pocket costs of performing any repairs or maintenance or providing other services that benefit the Subleased Premises or Shared Areas (such as maintenance of any systems therein and providing janitorial service and utilities to the shared lobby), and shall pay the entire cost of such amounts to the extent supplied solely or disproportionately to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein or due to the contrarymisuse or excess use or negligence, willful misconduct or violation of this Sublease by Sublessee or its agent, employee or contractor. For the avoidance of doubt, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment entire cost of utilities and performance of repair, replacement and maintenance as required under operating the Master Lease and air handlers serving the labs in the Subleased Premises. Sublessee shall also pay for any gross receipts or rent tax payable with respect to this Sublease and all costs directly incurred by or at the provision request of services in Schedule A Sublessee with respect to its use of the Subleased Premises or Shared Areas. All such amounts shall be deemed additional rent (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor hereinafter collectively shall be liable referred to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis“Rent”.

Additional Rent. Sublessee acknowledges that In addition to Base Rent, Subtenant also shall pay to Sublandlord, (a) Subtenant's proportionate share of Tenant's Proportionate Share of Basic Operating Costs (as such terms are defined in the Basic Lease Information and in Section 7 of the Master Lease), (b) all other costs payable by Sublandlord with respect to the Sublease Premises under the Master Lease, except penalties, interest and other costs and fees arising from a default by Sublandlord under the Master Lease, and (c) any costs and expenses applicable to the Sublease Premises which are paid directly by Sublandlord, if any, including, but not limited to, utilities, personal property taxes and real property taxes (collectively, "Additional Rent"). Subtenant shall pay Subtenant's share of Basic Operating Costs and any Rent Increase as and when such payments are due from Sublandlord pursuant to the Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within least five (5) business days prior to the date Sublandlord must pay such amounts to Master Landlord. Within ten (10) days of receipt by Sublandlord from Master Landlord, Sublandlord shall provide to Subtenant copies of all notices relating to Estimated Basic Operating Costs and Basic Operating Cost Adjustments applicable to the Sublease Premises. Subtenant shall pay items of Additional Rent other than Basic Operating costs within ten (10) days after receipt of written noticedemand from Sublandlord, validly assign all which demand shall be accompanied by any invoice or statement that Sublandlord received from Master Landlord relating thereto. Promptly upon receipt from Master Landlord, Sublandlord shall provide Subtenant with an estimate of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of year 2003, together with any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained notices received by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated Sublandlord from Master Landlord with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisrespect thereto.

Additional Rent. Sublessee acknowledges that pursuant Beginning with the Sublease Commencement Date and continuing to the Master LeaseSublease Expiration Date, Sublessor is obligated Subtenant shall pay to pay annually to Master Lessor Sublandlord as additional rent equal for this subletting the cost of all expenses, costs and charges payable to a Landlord or to third party providers by Sublandlord resulting from Subtenant's use of the Sublease Premises, and the Building including, without limitation, Subtenant's pro rata share of the cost of all operating expenses (including Building maintenance, common area expenses, insurance premiums for casualty insurance maintained by Sublandlord with respect to the Building (but excluding any insurance coverages for Subtenant's personal property), security, janitorial and refuse disposal (excluding hazardous materials used, stored or disposed of by Subtenant which shall be Subtenant's sole responsibility) services provided by Sublandlord), and real estate taxes, applicable to the Sublease Premises which are allocable to Subtenant's use of the Sublease Premises in accordance with this Sublease. With Sublandlord's prior written consent, which consent may be subject to commercially reasonable conditions, Subtenant may separately contract for any services otherwise provided by Sublandlord with respect to the Sublease Premises. Notwithstanding the foregoing, Sublandlord shall notify Subtenant of any non-recurring major expenditures which give rise to the payment of additional rent where the Subtenant's allocated portion of any increase of the New Tax and Insurance Charge which such expenditure is anticipated to cost in excess of the Base Tax Ten Thousand and Insurance Charge 00/100 Dollars (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges$10,000.00); provided, however, all such Operating Expenses will that in no event shall Subtenant have any right of approval over the foregoing expenditures. Notwithstanding anything in this Section 4(c) to the contrary and without releasing Subtenant from any liability under the Original Sublease Agreement therefor, Subtenant shall not be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order required to afford Sublessee pay any additional rent that is (i) allocable to any period of time (A) prior to the benefits Commencement Date of this Sublease and or (B) following the expiration or sooner termination of those provisions this Sublease or (ii) payable as a result of a default by Sublandlord of any of its obligations under the Master Lease which by their nature are intended not attributable, either in whole or in part, to benefit the party in possession any default of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s requestSubtenant hereunder. Sublessee Subtenant shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's have no obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For taxes levied or assessed on the Term value of Sublandlord's personal property located on the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Sublease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis.

Additional Rent. Sublessee acknowledges that pursuant to the Master Lease, Sublessor is obligated (a) Subtenant agrees to pay annually to Master Lessor additional rent equal to a portion of any increase of Sublandlord throughout the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master LessorSublease Term, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “"Additional Rent”). Sublessee shall pay to Sublessor" hereunder, for Subtenant's Share (as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”defined below) of the annual Operating Expenses (as defined below). The Additional Rent shall be payable in advance in twelve equal monthly installments on the same date and in the same manner as Rent is payable hereunder. For any partial period to which an Operating Expense is allocable but this Sublease is not in effect (with by way of illustration only, annual insurance premiums for coverage expiring after termination of the exception that Sublease Term), Subtenant's Share for such period shall be subject to a pro rata adjustment based upon the Sublessee has agreed number of days prior to pay forty percent (40%) the expiration of any the Sublease Term. The amount of monthly Additional Rent related to electricity and gas charges); providedis determined by Sublandlord on an annual basis. The annual Additional Rent amounts for the period ending December 31, however, all such 1997 is attached hereto as Exhibit C. The (b) The term "Subtenant's Share" shall mean the amounts of Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order allocable to afford Sublessee the benefits of this Sublease and of those provisions Subleased Premises determined by historical allocation of the Master Lease Sublandlord with respect to the Operating Expenses for the entire Property. If Subtenant does not occupy the Subleased Premises for the entire full calendar year in which by their nature are intended to benefit the party in possession Sublease Term commences or ends, Subtenant's Share of Operating Expenses for the Lease applicable calendar year shall be appropriately prorated for the partial year during which Subtenant occupied the Subleased Premises, Sublessor covenants and agrees to enforce based on the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for number of days Subtenant has occupied the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided Subleased Premises during that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisyear.

Additional Rent. Sublessee acknowledges that pursuant Subtenant shall pay to the Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge Sublandlord as Additional Rent its share (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning as set forth in Section 4.3(b) above) of the amount by which (i) amounts payable by Sublandlord to Landlord pursuant to Article 7 of the Master Lease)Lease in respect of Taxes and Operating Expenses, exceed (ii) applicable amounts for each such category payable by Sublandlord to Landlord under Article 7 of the Master Lease for the calendar year ending December 31, 2019, with such payments to commence January 1, 2020. Sublessor Subtenant understands that the term “Taxes” includes “Payment in Lieu of Taxes” known as “PILOT.” OMM_US:76369748.8 Subtenant shall deliver to Sublessee promptly after receipt thereof any statements also pay (w) the share of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein BID Taxes applicable to the contrarySubleased Premises, Sublessee may exercise (x) any and all rights that Sublessor has Theater Surcharge or Percentage Rent as applicable to the 26th floor under the Master Lease , (y) the Annual HVAC Special Charge, which is currently set at $5,643.24 per year and subject to audit increase from time to time and inspect (z) the Master Lessorcondenser water charges imposed by Landlord and referenced in Section 2.4 above. For informational purposes, Percentage Rent for the 37th floor is currently $5,531.40 per year and is set to increase to $8,297.16 on July 1, 2019. Sublandlord shall invoice Subtenant at the same frequency it receives and invoice from Landlord for all such components of Additional Rent, which invoices will be based upon Landlord’s books and records relating to calculation or estimate of such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, charges in the event applicable year (EXCEPT AS SET FORTH BELOW), and Subtenant shall pay such Additional Rent to Sublandlord within 30 days after Subtenant’s receipt of an overpayment or discrepancy is discoveredinvoice therefor. Sublessor Such Additional Rent, together with any and all other amounts payable by Subtenant to Sublandlord pursuant to the terms of this Sublease, shall be responsible for hereinafter referred to as the payment of utilities and performance of repair, replacement and maintenance “Additional Rent.” Additional Rent charges shall also be subject to annual reconciliation as required determined by Landlord under the Master Lease (“Landlord’s Reconciliation”), and shall also pay Subtenant understands that such Landlord’s Reconciliation for the provision final year of services in Schedule A the Sublease may not be available until after the expiration of the Term. Subtenant shall promptly pay to Sublandlord any underpayment identified by the post-Term Landlord’s Reconciliation and Sublandlord shall promptly refund to Subtenant any overpayment identified therein, even if the applicable Landlord’s Reconciliation occurs after the expiration of the Term; provided that the foregoing obligation shall terminate two (collectively2) years following the applicable tax year or calendar year. The foregoing obligation shall survive the termination of this Sublease, so long as any revised statement is sent by Sublandlord to Subtenant with two (2) years of the “Operating Expenses,” together applicable tax year or calendar year. It is the intent of the parties with the Applicable Tax and Insurance Charge, the “respect to Additional Rent”). Sublessee , that Sublandlord shall pay to Sublessornot profit from the pass through, as additional rent, thirty-three percent (33%) (“Sublesseebut shall rather reconcile all pass throughs on an annual basis based on Landlord’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord Reconciliation under the Master Lease and such failure materially impairs Sublessee’s ability Lease. Upon written request from Subtenant from time to conduct its business at the Lease Premisestime, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights Sublandlord shall provide any applicable documentation delivered by Landlord to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum)Sublandlord, which evidences such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisAdditional Rent.

Additional Rent. Sublessee acknowledges that pursuant (Tax Escalation). Commencing as of the Commencement Date, LESSEE, in addition to the Master Leasesums payable to LESSOR as Annual Base Rent as determined in Section 2 hereof, Sublessor is obligated and in addition to the sums payable to Lessor as determined in Section 3 hereof, shall also pay annually to Master Lessor LESSOR as additional rent equal to a portion LESSEE'S Allocable Percentage of any increase of in the New Tax real estate taxes levied against the Building and Insurance Charge the land on which it is in excess of the Base Tax and Insurance Charge (situated, above such real estate taxes for fiscal tax year 1997 whether such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth is caused by an increase in the Master Leasetax rate, an increase in assessed value, or a change in the method of determining real estate taxes, ("Additional Tax Escalation Rent"). Sublessor The base from which the amount of any increase in taxes shall deliver to Sublessee promptly after receipt thereof any statements of such Tax be determined from the rate and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contraryassessment for fiscal tax year 1997, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicableor, in the event LESSOR seeks and is granted an overpayment abatement of taxes (administratively or discrepancy is discoveredby appeal to the Appellate Tax Board and/or the courts) for FY 1997, the tax rate and assessment as abated, whichever results in * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Sublessor a lower base year amount. The Additional Tax Escalation Rent shall be responsible prorated if the Lease Term commences or terminates (without breach) during any fiscal year, according to the fraction of the total days in such tax year that are included in the Lease Term. Notwithstanding the foregoing, LESSOR shall be under no obligation to file for the payment any abatement of utilities taxes for FY 1997 or any other fiscal year, and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee LESSEE shall pay to Sublessorthe entire amount of Additional Tax Escalation Rent for any fiscal tax year as invoiced by LESSOR, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses receiving a rebate of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action payments made by it based on its Allocable Percentage any abated real estate taxes only if an abatement is of common interest to Sublessee sought and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of received by LESSOR for such reasonable out-of-pocket expenses of enforcementfiscal tax year. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, LESSEE shall make payment within five thirty (530) business days of written noticenotice from LESSOR that Additional Tax Escalation Rent sums are payable, validly assign all which notice shall be accompanied by a copy of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter the tax ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis.

Additional Rent. Sublessee Subtenant acknowledges that pursuant to Section 4.5 of the Master Prime Lease, Sublessor Sublandlord is obligated to pay annually to Master Lessor Prime Landlord additional rent equal on account of Operating Expenses and Taxes. Subtenant shall pay to a portion Sublandlord with its monthly payment of Base Rent, as additional rent, seven and ninety-five hundredths percent (7.95%) (“Subtenant’s Proportionate Share”) of any increase of in Taxes over and above Fiscal Year 2017 Taxes for the New Tax Original Premises (July 1, 2016 through June 30, 2017), grossed up to reflect 100% occupancy and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessorassessment, as applicableadjusted by the results of any abatement, reassessment or litigation, and of any increase in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible total Operating Expenses for the payment of utilities and performance of repairOriginal Premises incurred during calendar year 2016 (January 1, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A 2016 through December 31, 2016), grossed up to reflect 100% occupancy (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Subtenant Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) Subtenant Additional Rent payable hereunder for any partial calendar month at the beginning or end of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee Term shall be responsible for the reasonable outpro-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcementrated on a daily basis. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five Within ten (510) business days following receipt by Sublandlord of written noticethe Landlord’s Statement (as defined in the Prime Lease) from Prime Landlord, validly assign Sublandlord shall send Subtenant a statement together with a copy of the Landlord’s Statement, as applicable, and all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and other relevant documentation establishing the actual Subtenant Additional Rent. If Subtenant has paid more in estimated Subtenant Additional Rent hereunder under this Section than the actual amount due from Subtenant for the applicable year, Sublandlord shall thereafter ▇▇▇▇▇ until credit such enforcement is commenced excess against subsequent obligations of Subtenant for rent (or refund such excess to Subtenant within thirty (30) days if the Sublease Term has ended). If Subtenant has paid less than the actual Subtenant Additional Rent due under this Section 5, Subtenant shall pay any deficiency to Sublandlord within thirty (30) days following receipt of the reconciliation documentation from Sublandlord. Subtenant will have the right, upon reasonable prior written notice to Sublandlord, to audit Sublandlord’s books and diligently prosecuted or records with respect to Sublandlord’s computation of Subtenant Additional Rent for any particular calendar year. Any such right of audit as to a particular calendar year must be exercised, if at all, within ninety (ii90) Sublessee may days after Subtenant’s receipt from Sublandlord of Landlord’s Statement stating the actual Taxes and Operating Expenses for such calendar year as provided to Sublandlord by Prime Landlord. If Subtenant fails to so exercise its audit right within such ninety (90) day period, then its audit right with respect to the subject calendar year will terminate for all purposes of this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the Subtenant will bear all costs associated with the receptionist auditing of Sublandlord’s books and one building services/security personrecords. Sublessee Without imposing any obligation on Sublandlord to audit Prime Landlord’s books and records, in the event that Sublandlord chooses to audit Prime Landlord’s books and records (to the extent Sublandlord is permitted to do so under the Prime Lease) and Sublandlord realizes any savings as a result of any such audit, Sublandlord shall reimburse the Sublessor for said expenses in an amount equal pass through to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each Subtenant Subtenant’s Proportionate Share of any such savings. Sublandlord agrees to increase at 3% per annum), which such employees will be those provide Subtenant with a copy of the Sublessor results of any audit or its affiliate. Sublessee shall not be responsible for review performed by or on behalf of Subtenant and any costs related to benefits, pension notice of reductions payable under the Prime Lease as a result of such audit or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisreview.

Additional Rent. Sublessee acknowledges that 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) ”Tenant’s Share” (as such term is defined below) of the annual Operating Expenses allocated to the Building pursuant to the Master LeaseSection 4.3.4, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is are in excess of the amount of Operating Expenses allocated to the Building and applicable to the Expense Base Tax and Insurance Charge Year (such increase subject, however, to the annual cap on Controllable Expenses in Section 4.3.5 below); plus (ii) Tenant’s Share of the New annual Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein Expenses allocable to the contraryBuilding pursuant to Section 4.3.4, Sublessee may exercise 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. Such additional rent, together with any and all rights that Sublessor has under other amounts payable by Tenant to Landlord pursuant to the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessorterms of this Lease, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance hereinafter collectively referred to as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, 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 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. Sublessee Without limitation on other obligations of Tenant which shall survive the expiration of the Lease Term, but subject to the limitations set forth in Section 4.3.2 below, the obligations of Tenant to pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent provided for in this Article 4, and Landlord’s obligation to refund any overpayment by Tenant, shall survive the expiration of the Lease Term for a period of two (with 2) years from the exception that the Sublessee has agreed to pay forty percent (40%) date of any Additional Rent related to electricity and gas charges)expiration or termination of this Lease; provided, however, all that any such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order payments made by Tenant of any Additional Rent or any refund to afford Sublessee the benefits Tenant by Landlord of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses any overpayments of such enforcement unlessAdditional Rent shall not constitute a waiver by either Tenant or Landlord, as the case may be, of any amount that Tenant or Landlord (as the case may be) contend, now or in the good faith determination of Sublessor, future (subject to the cause of the enforcement action is of common interest to Sublessee and Sublessor, limitations set forth in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord this Lease or under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5applicable Laws) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, are in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisdispute.

Additional Rent. Sublessee acknowledges that In addition to paying the Base Rent specified in Article 3 below, Tenant shall pay to Landlord as additional rent the sum of the following: (i) Tenant’s Share (as defined below) of the annual Operating Expenses allocated to the Building pursuant to the Master LeaseSection 4.3.4 below, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is are in excess of the amount of Operating Expenses allocated to the Building and applicable to the Expense Base Tax and Insurance Charge Year; plus (such increase ii) Tenant’s Share of the New annual Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein Expenses allocable to the contraryBuilding pursuant to Section 4.3.4 below, Sublessee may exercise 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 below which are in excess of the amount of Utilities Costs allocated to the Building and applicable to the Utilities Base Year. Such additional rent, together with any and all rights that Sublessor has under other amounts payable by Tenant to Landlord pursuant to the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessorterms of this Lease, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance hereinafter collectively referred to as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, 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 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. Sublessee Without limitation on other obligations of Tenant which shall survive the expiration of the Lease Term, but subject to the limitations set forth in Section 4.3.2 below, the obligations of Tenant to pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent provided for in this Article 4, and Landlord’s obligation to refund any overpayment thereof by Tenant pursuant to Section 4.3.2 below (with if applicable) shall survive the exception that expiration of the Sublessee has agreed to pay forty percent Lease Term for a period of two (40%2) years from the date of any Additional Rent related to electricity and gas charges)expiration or termination of this Lease; provided, however, all that any such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order payments made by Tenant of any Additional Rent or any refund to afford Sublessee the benefits Tenant by Landlord of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses any overpayments of such enforcement unlessAdditional Rent shall not constitute a waiver by either Tenant or Landlord, as the case may be, of any amount that Tenant or Landlord (as the case may be) contend, now or in the good faith determination of Sublessor, future (subject to the cause of the enforcement action is of common interest to Sublessee and Sublessor, limitations set forth in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord this Lease or under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5applicable Laws) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, are in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisdispute.

Additional Rent. Sublessee acknowledges that pursuant Lessee will pay to the Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, additional rental hereunder in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A manner set forth below (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month (i) the Taxes for each Lease Year during the Term (the “Tax Reimbursement” required pursuant to Section 9.2 hereof, and (ii) the costs and expense of utilities for the receptionist Terminal, not paid directly by Lessee as set forth in Section 5.1 hereof (the “Utility Reimbursement” and $1,950 per month together with the Tax Reimbursement, the “Expense Reimbursement”). -6- (a) Estimated Expense Reimbursement. (1) Within one-hundred twenty (120) days after the end of each calendar year during the Term, or as soon thereafter as is reasonably practicable, Lessor will deliver to Lessee a statement (“Statement”) setting forth for the building services/security person (each to increase at 3% per annum)previous Lease Year, which such employees will be those the Expense Reimbursement incurred by Lessor, the amounts paid by Lessee toward the Expense Reimbursement, and the amounts remaining due from or overpaid by Lessee. In addition, the Statement shall contain Lessor’s estimate of the Sublessor Expense Reimbursement (“Estimated Additional Rent”) for the then current Lease Year. Any delay by Lessor in delivering any estimate or statement pursuant to this Section shall not relieve Lessee of its affiliate. Sublessee obligations pursuant to this Section except that Lessee shall not be responsible for obligated to make any costs related payments based on such new Estimated Additional Rent until after receipt of such Statement. (2) Commencing on the first day of the first month following the delivery to benefitsLessee of each Statement referred to above and on the first day of each month thereafter until delivery to Lessee of the next such Statement, pension or other nonLessee will pay to Lessor, concurrently with the Lessee’s payments of the monthly installments of Base Rent as provided in this Lease, one-hourly/salary wage related expenses for twelfth (1/12th) of the aforesaid employeesEstimated Additional Rent. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor In addition, within thirty (30) days of after the date of each invoice. Nothing contained herein prohibits Sublessor delivery of the Statement, Lessee will pay to Lessor the balance of the amounts, if any, required to be paid pursuant to this Section 4.2(a) for the previous calendar year, or if Lessee has overpaid such amount, Lessor will refund the amount of such overpayment to Lessee, except that Lessor may (at Lessee’s option) credit any amounts due from outsourcing Lessor to Lessee against the monthly installments of Base Rent next thereafter coming due or if in the last year of the Term, Lessor shall refund to Lessee such employeesexcess, provided that if any Lessee is not in default of its obligations under this Lease. (3) For the first Lease Year of the foregoing services are outsourcedTerm of this Lease, Sublessee Lessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures Estimated Additional Rent in the designated commons areas amount of $[_______] which is an estimate only of Lessee’s Expense Reimbursement prorated based on a fraction the numerator of which shall be the number of days from the Commencement Date to December 31st of such Lease PremisesYear and the denominator of which is three hundred sixty five (365). The Estimated Additional Rent for the Premises as set forth in this subsection is only an estimate, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but Lessor makes no guaranty or warranty that such estimates will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisaccurate.

Additional Rent. Sublessee acknowledges that pursuant A. If and to the Master Lease, Sublessor extent that Sublandlord is obligated to pay annually to Master Lessor additional rent equal under the Prime Lease to reimburse Prime Landlord for Taxes, Operating Expenses, common area maintenance charges or other expenses incurred by the Prime Landlord in connection with the Premises. Subtenant shall pay to Sublandlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) set forth in Section 1(M) as the Sublease Share. Such payment shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of such additional rent is due to the Prime Landlord, provided that Subtenant shall have been billed therefor at least fifteen (5) days prior to such due date (which ▇▇▇▇ shall be accompanied by a portion copy of any increase Prime Landlord's ▇▇▇▇ and other material furnished to Sublandlord in connection therewith). B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the New Tax and Insurance Charge which is in excess Premises by the rentable area of the Base Tax and Insurance Charge (such increase premises leased by Prime Landlord to Sublandlord pursuant to the Prime Lease. In the event the rentable area of the New Tax and Insurance Charge being Premises or the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined area of the premises leased pursuant to the Prime Lease shall have be changed during the meaning Term, then the Sublease Share shall be recalculated. C. The information set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor furnished to Subtenant as provided above shall be liable deemed approved by Subtenant unless, within thirty (30) days after submission to Sublessee Subtenant, Subtenant shall notify SubLandlord that it disputes the correctness thereof, specifying the basis for such assertion. Subtenant shall also have the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee same rights as a result thereof. For SubLandlord under the Term Prime Lease to dispute the amounts contained in Prime Landlords statement as provided in Section 4(h) of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisPrime Lease.

Additional Rent. In addition to Monthly Base Rent, Sublessee acknowledges that shall --------------- pay to Sublessor Sublessee's percentage share ("Percentage Share", as defined below) of any amounts payable by Sublessor to Master Lessor pursuant to the Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion including, without limitation, Additional Rent (consisting of any increase Taxes, insurance premiums, expenses and charges) as defined in Section 4.D. of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor Sublessee's "Percentage Share" shall be responsible for twenty-four and eight tenths - percent (24.8%), which Percentage Shares was determined by dividing the payment total rentable area of utilities and performance the Subleased Premises by the total rentable area of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”)Premises. Sublessee also shall pay to Sublessor, Sublessor as additional rent, thirtywithin five (5) days after receipt of Sublessor's invoices therefor, Sublessee's Percentage Share of Sublessor's costs for water, gas, electricity, sewer, waste pick-three percent (33%) (“Sublessee’s Pro Rata Share”) of up and any other utilities serving the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Subleased Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all payment of its enforcement rights own janitorial service and telephone, telecommunications and data communications charges. All monies required to Sublesseebe paid by Sublessee under this Sublease (except for Monthly Base Rent, or either as defined in Paragraph 4.A. above) shall be deemed additional rent (i) Sublessee's obligation to pay "Additional Rent"). Monthly Base Rent and Additional Rent hereunder hereinafter collectively shall thereafter ▇▇▇▇▇ until such enforcement is commenced be referred to as "Rent." Sublessee and diligently prosecuted or (ii) Sublessor agree, as a material part of the consideration given by Sublessee may terminate to Sublessor for this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and that Sublessee shall pay Sublessor within thirty days Sublessee's Percentage Share of all costs, expenses, taxes, insurance, maintenance and other charges of every kind and nature arising out of this Sublease or the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of Master Lease in connection with the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Subleased Premises, including receptionsuch that Sublessor shall receive, lunch roomas a net consideration for this Sublease, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisthe Monthly Base Rent payable under Paragraph 4.A. hereof.

Additional Rent. Sublessee acknowledges that During the Term, in addition to paying the Minimum Rent specified in Section 3.1 above, Subtenant shall, commencing as of January 1, 2006, pay its prorata share of the annual increases in Operating Costs (as defined in the Master Lease) above the actual costs for the 2005 calendar year ("Operating Cost Pass Through”) "Subtenant's Share" is determined to be 8.42 %, based upon the ratio of the number of rentable square feet of the Premises (15,490 RSF) to the total number of rentable square feet leased by Sublandlord in the Building (183,927 RSF). Such payments by Subtenant, together with any and all other amounts payable by Subtenant to Sublandlord pursuant to the terms of this Sublease, are hereinafter referred to as the "Additional Rent." The calculation, payment and reconciliation of the Additional Rent payments by Subtenant and Sublandlord shall be made in the same manner as between Landlord and Sublandlord under the Master Lease. Sublandlord shall, at Sublandlord’s option, credit or refund to Subtenant Subtenant’s Share of any Additional Rent overpayments received by Sublandlord under the Master Lease, Sublessor and Subtenant shall pay to Sublandlord any Additional Rent underpayments prior to the date due from Sublandlord under the Master Lease. Any and all sums Subtenant is obligated to pay annually under the terms of this Sublease shall be construed as rent obligations in addition to Master Lessor additional the monthly rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transactionthis Sublease. In order to afford Sublessee the benefits addition, such additional rent shall include a service charge of this Sublease and One Hundred Dollars ($100.00) for each of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach Subtenant's dishonored checks returned by the landlord under institution on which said checks are drawn. If, at any time during the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days term of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the Subtenant has tendered payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or by check and Subtenant's bank has returned more than one such payment for any loss sustained by Sublessee as a result thereof. For the Term of the Subleasereason, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase including insufficient funds, Sublandlord may, at 3% per annum)its option, which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree require that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will future payments be used made by both parties, coordinated through Sublessor’s receptionist on a first come, first served basiscashier's check.

Additional Rent. Sublessee acknowledges that (a) During the term of the Lease and any extension thereof, Tenant shall pay all general and special real and Personal property taxes and assessments relating to the Premises or Tenant’s personal property located on or used in connection with the Premises and all premiums for insurance maintained on the Premises by Landlord. Tenant shall pay, with each monthly rental payment, an Additional Rent Deposit, representing 1/ 12 of Landlord’s estimate of taxes, assessments and premiums for the Lease year. As soon as feasible (but in no event later than 90 days) after the commencement of each Lease year, Landlord will furnish Tenant a statement (“Landlords Statement”) showing the following: (i) The amount of Additional Rent due Landlord for the previous Lease year, less credit for Additional Rent Deposits paid, if any; (ii) Estimated real property taxes and assessments for the new Lease year; (iii) Estimated insurance premiums for the new Lease year; (iv) Estimates for any other costs Landlord is entitled to as Additional Rent; and (v) The Additional Rent Deposit due monthly in the then current Lease year, including the amount or revised amount due for months prior to the rendition of the statement. (b) Tenant shall pay to Landlord within thirty (30) days after receipt of such statement any amounts for Additional Rent then due in accordance with Landlords Statement any amounts due from Landlord to Tenant pursuant to this Section shall be credited to the Master LeaseAdditional Rent Deposit next coming due, Sublessor or refunded to Tenant if the Term has already expired (which obligation shall survive such expiration) provided Tenant is not in default hereunder. No interest or penalties shall accrue on any amounts which Landlord is obligated to pay annually credit to Master Lessor additional rent equal Tenant by reason of this Section. Landlord’s failure to a portion of any increase deliver ▇▇▇▇▇▇▇▇’s Statement or in computing the amount of the New Tax Additional Rent shall not constitute a waiver by Landlord of its right to deliver such items nor constitute a release of Tenant’s obligations to pay such amounts. The Additional Rent Deposit shall be credited against Additional Rent due for the applicable Lease year. During the last complete calendar year or during any partial calendar year in which the Lease terminates, Landlord may include in the Additional Rent Deposit its estimate of Additional Rent that may not be finally determined until after the termination of this Lease. Tenants obligation to pay Additional Rent (and Insurance Charge which is in ▇▇▇▇▇▇▇▇’s obligation to reimburse Tenant for any excess estimated payments made by Tenant) survives the expiration or termination of the Base Tax Lease. Tenant will remit all taxes and Insurance Charge insurance due as detailed in section 5(a) directly to Landlord and Landlord will pay directly to the taxing authorities and insurance provider. (such increase of the New Tax c) Landlord shall maintain books and Insurance Charge being the “Applicable New Tax records showing real estate taxes and Insurance Charge”) (capitalized terms used herein but not otherwise defined assessments, insurance premiums and dues and assessments paid pursuant to any covenants. The Tenant or its representative shall have the meaning set forth in right, for a period of one hundred fifty (150) days following the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge date upon which ▇▇▇▇▇▇▇▇’s Statement is delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein Tenant, to examine the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master LessorLandlord’s books and records relating with respect to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessorthe items in Landlord’s Statement during normal business hours, as applicableupon written notice, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A delivered at least three (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (53) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter in advance. If ▇▇▇▇▇▇ until such enforcement is commenced does not object in writing to Landlord’s Statement within one year of ▇▇▇▇▇▇’s receipt thereof, specifying the nature of the item in dispute and diligently prosecuted or (ii) Sublessee may terminate this Subleasethe reasons therefor, in which case Sublessor then ▇▇▇▇▇▇▇▇’s Statement shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or considered final and accepted by ▇▇▇▇▇▇. Landlord shall promptly repay Tenant for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), overpayments which such employees will be those of the Sublessor Tenant or its affiliate. Sublessee shall not be responsible for any costs related to benefitsauditors identify, pension or other non-hourly/salary wage related expenses for together with interest thereon at the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of Interest Rate from the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures paid by Tenant until refunded in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisfull.

Additional Rent. Sublessee acknowledges that pursuant (a) The Prime Lease obligates Sublessor to make payments to Prime Landlord on the Master Lease, Sublessor is obligated basis of increases in operating expenses and real estate taxes. Subtenant agrees to pay annually to Master Lessor Sublessor additional rent equal to a portion Subtenant's allocable share of any increase such increases above the amount payable by Sublessor to Prime Landlord during the Base Year. For purposes of the New Tax and Insurance Charge which is in excess of Paragraph 6, the Base Tax Year shall be calendar year 1998 and Insurance Charge Subtenant's allocable share shall be the product of (i) the amount of such increase above the Base Year payable from time to time by Sublessor under the Prime Lease, multiplied by (ii) a fraction, the numerator of which shall be the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth number of square feet of rentable area in the Master Subleased Premises, and the denominator of which shall be the number of square feet of rentable area leased from time to time by Sublessor pursuant to the Prime Lease). Sublessor Payments of additional rent by Subtenant shall deliver to Sublessee promptly after receipt thereof any statements of such Tax commence on January 1, 1999 and Insurance Charge delivered shall be made to Sublessor by Master Lessor. Notwithstanding anything contained herein to on the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicablesame basis, in the event an overpayment same manner, and at the same time or discrepancy times as Sublessor is discoveredrequired to pay Prime Landlord additional rent under the Prime Lease. Sublessor agrees to furnish Subtenant a copy of any statement received by Sublessor from Prime Landlord showing amounts of additional rent to be paid by Sublessor, under the Prime Lease and a statement setting forth Subtenant's allocable share of such amounts. Sublessor agrees to reimburse Subtenant for Subtenant's allocable share of any reimbursements to Sublessor that result from any over payments made during the preceding calendar year within thirty (30) days after Sublessor receives such reimbursement from Prime Landlord. It is understood and agreed that Subtenant's liability for additional rent and Sublessor's responsibility to refund any overpayments shall survive the expiration or termination of this Sublease. (b) If Subtenant's responsibility for paying its proportionate share of increases in operating expenses and real estate taxes will commence or expire on a day other than the first day or the last day of a calendar year, the increases in operating expenses and real estate taxes to 67 be paid by Subtenant for such calendar years shall be responsible apportioned by multiplying the amount of Subtenant's proportionate share thereof for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectivelyfull calendar year by a fraction, the “Operating Expenses,” together with numerator of which is the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) number of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all days during such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, calendar year falling within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), denominator of which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis365.

Additional Rent. Sublessee acknowledges that For purposes of this Lease, “Additional Rent” for any Fiscal Year (or portion thereof) means the sum of (a) the amount expended by Landlord for Operating Expenses plus (b) all other sums payable by Tenant hereunder, plus (c) sums, if any, payable pursuant to the Master LeaseWork Letter. At or prior to the Commencement Date (for the first Fiscal Year, Sublessor or portion thereof, during the Term), and thereafter, from time to time during the Term, Landlord shall estimate in good faith the amount of Operating Expenses payable by Tenant for the remainder of the Fiscal Year in which the Commencement Date occurs (for the first Fiscal Year, or portion thereof, during the Term) and for each Fiscal Year thereafter, during the Term. On the Commencement Date, and on the first day of each succeeding calendar month thereafter during the Term, Tenant shall pay to the order of Landlord, an amount equal to: (a) the currently-estimated Operating Expenses payable by Tenant for the remainder of the Fiscal Year in question, (b) divided by the number of whole calendar months remaining until December 1st of such Fiscal Year, so that, by December 1st of each Fiscal year during the Term (including the Fiscal Year in which the Term expires or is obligated otherwise terminated), Tenant shall have paid all of the Operating Expenses for such Fiscal Year, as estimated by Landlord. Within ninety (90) days after the conclusion of each Fiscal Year during the Term (including the Fiscal Year in which the Term expires or is terminated), Landlord shall deliver to pay annually Tenant a statement of actual Operating Expenses payable by Tenant for the Fiscal Year (or, with respect to Master Lessor additional rent equal to a termination or expiration, the portion of the Fiscal Year) just ended. Within thirty (30) days thereafter, Tenant shall pay to Landlord any increase underpayment in Operating Expenses or Landlord shall credit against the next installment of Base Rent and Operating Expenses payable by Tenant (or Landlord shall refund to Tenant, if the New Tax Term has expired and Insurance Charge which is all payments due by Tenant to Landlord have been paid in excess full) any overpayment in Operating Expenses payable by Tenant for such Fiscal Year. Within ninety (90) days after receipt of the Base Tax such statement, Tenant at Tenant’s expense and Insurance Charge after giving thirty (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”30) (capitalized terms used herein but not otherwise defined days prior written notice to Landlord, shall have the meaning set forth in the Master Lease). Sublessor shall deliver right to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to review and/or audit and inspect the Master LessorLandlord’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible Operating Expenses for the payment immediately preceding Fiscal Year in order to verify Landlord’s annual statement of utilities and performance of repairactual Operating Expenses payable pursuant to this Lease. If any review or audit prepared by or for Tenant reveals an overcharge by Landlord, replacement and maintenance as required under the Master Lease Tenant shall notify Landlord thereof and shall also pay furnish Landlord with documentation supporting any overcharge and, if Landlord does not dispute the conclusion in such review or audit, Landlord shall promptly reimburse Tenant for such overcharge. Notwithstanding the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); providedpreceding sentence, however, all if Landlord disagrees with Tenant’s position, then either Party may submit the dispute to arbitration in accordance with the rules of the American Arbitration Association relating to expedited arbitration. The determination arising out of such arbitration shall be final, binding, and conclusive on the Parties with respect to Operating Expenses will be reasonable, customary and obtained at fair market value for the Fiscal Year in an arm’s length transactionquestion. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and Landlord agrees to enforce pay Tenant’s reasonable review or audit costs if Tenant’s review or audit, whether accepted by Landlord or verified by arbitration, reflects an overcharge by Landlord of more than five percent (5%) with respect to any Fiscal Year. If Tenant fails to request an audit of Operating Expenses for any Fiscal Year within the Master Lease against Master Lessor at Sublessee’s request. Sublessee ninety (90) day period provided, then Tenant shall be responsible deemed to have irrevocably waived the right to audit the Operating Expenses for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisFiscal Year.

Additional Rent. Sublessee acknowledges that pursuant to (a) If, in any calendar year or partial calendar year during the Master LeaseTerm hereof (or renewal periods, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase if any) the Operating Expenses, as hereinafter defined, of the New Tax Building and Insurance Charge which is the Developed Parcel should exceed Seven Dollars and 51/100 ($7.51) per rentable square foot of area therein (being the Operating Expenses per rentable square foot in 2007) (such excess being hereinafter referred to as the “Operating Expense Differential”), then as Additional Rent for that year, or partial calendar year, Tenant shall pay its Proportionate Share of the Base Tax and Insurance Charge Operating Expense Differential all in accordance with the terms herein. “Proportionate Share” shall be 5.2035% (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth 13,000 rentable square feet in the Master LeaseBuilding divided by 249,828 rentable square feet in the Building). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein the foregoing to the contrary, Sublessee Tenant shall not be required to pay its Proportionate Share of Operating Expenses for the months of March, April and May, 2008. (b) At the Commencement Date, or prior to or at the commencement of any calendar year during the Term, Landlord shall deliver to Tenant a written estimate of any Additional Rent (such expense being hereinafter referred to as “Estimated Operating Expense Differential”) which may exercise be due hereunder during the calendar year in which this Lease commences or for any such succeeding calendar year as the case may be. For each month, Tenant shall pay 1/12 of the amount of the Estimated Operating Expense Differential for that particular calendar year in addition to the Monthly Base Rent. (c) Landlord shall deliver to Tenant statements showing the actual Operating Expenses of the Building and all rights that Sublessor has the Developed Parcel and Tenant’s Proportionate Share thereof (hereinafter referred to as “Statement of Actual Adjustment”) within one-hundred twenty (120) days after the end of any calendar year in which Estimated Operating Expense Differential was paid by Tenant or due Landlord under the Master provisions hereof, provided, however, any delay in delivery of such Statement of Actual Adjustment shall not be grounds for any claim by or on behalf of Tenant. Within thirty (30) days after the delivery by Landlord to Tenant of such Statement of Actual Adjustment, Tenant shall pay to Landlord the amount by which the actual adjustment exceeds the amount paid by Tenant as Estimated Operating Expense Differential during said previous calendar year, or Landlord shall credit Tenant the amount by which the Estimated Operating Expense Differential exceeded the Statement of Actual Adjustment, or in the event this Lease shall have expired, Landlord will remit to audit Tenant the excess within said thirty (30) day time frame. Within sixty (60) days after receipt of the Statement of Actual Adjustment, Tenant, at its own cost and inspect expense and at the Master Lessoroffices of the Landlord in Denver, Colorado, where books and records for the Building are maintained or at such other place as Landlord may reasonably designate in Denver, Colorado, may examine Landlord’s books and records relating to the Operating Expenses to determine the accuracy of the statement in question. The cost of any audit, including the costs and expenses of services provided by Landlord’s employees or representatives, reasonable administrative costs, costs of copies, and such, shall be borne and paid by Tenant unless such Tax audit determines that Landlord’s statement has overcharged Tenant by more than five percent (5%). If Landlord and Insurance Charge Tenant cannot mutually agree upon a settlement of a disputed overcharge within ten (10) days of Tenant’s review, the parties shall select a mutually acceptable independent, certified public accountant to review the records at Tenant’s expense, and the decision of such accountant shall be final and binding upon the parties. Landlord shall pay the fee of such independent accountant and reimburse Tenant for Tenant’s reasonable costs and expenses (not to seek reimbursement from Sublessor or Master Lessor, as applicable, exceed Two Thousand Five Hundred Dollars ($2,500.00)) in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three such accountant determines that Landlord’s statement has overcharged Tenant by more than five percent (335%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all under no circumstances shall Landlord pay any fees, costs or expenses relative to an audit performed on a contingency basis. Tenant shall pay the fee of such Operating Expenses will be reasonable, customary independent accountant and obtained at fair market value in an armreimburse Landlord for Landlord’s length transaction. In order to afford Sublessee the benefits of this Sublease costs and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unlessaudit in all other events. In any event (whether the audit shows an overcharge or an undercharge), the Tenant’s share of Operating Expense Differential shall be adjusted to correspond with the figures determined in the audit. Further, Tenant shall have no right to audit the books and records of Landlord during any period that Tenant is in default under the terms of this Lease beyond any applicable grace or cure period. Tenant, its agents and representatives, agree that all information of any nature or kind provided or disclosed by Landlord during any such audit shall be held in strict confidence. (d) The computations set forth in this Paragraph shall be made on a calendar year basis except if this Lease commences on a day other than the first day of a calendar year or terminates on a day other than the last day of a calendar year, in such event the good faith determination of Sublessor, computations shall be made on the cause basis of the enforcement action is proportion that the number of common interest days that this Lease was in effect for such calendar years bears to Sublessee 365. (e) For the purposes of this Lease, Operating Expenses shall mean any and Sublessorall commercially reasonable costs paid or incurred in connection with the operation, servicing, maintenance and repair of the Building and the Building’s proportionate share of Operating Expenses incurred in connection with the maintenance, repair and cleaning of areas within the Developed Parcel, which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail shall include, but not be limited to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either following: (i) Sublessee's obligation All real estate taxes, assessments, governmental levies, county taxes or any other governmental charge, ordinary or extraordinary, unforeseen as well as foreseen, of any kind or nature whatsoever which are or may be assessed or imposed upon the Building and the Developed Parcel or upon rents collected by Landlord under the laws of the United States, Arapahoe County or the State of Colorado, as a substitute in whole or in part for taxes payable or hereinafter imposed on the Building and the Developed Parcel or resulting from or due to pay Base Rent and Additional Rent hereunder any change in method of taxation, but excluding any income, franchise, excise, corporation, estate, inheritance, succession, capital stock or transfer tax levied on Landlord to the extent that it is not a substitute in whole or in part for real estate taxes. For purposes of this paragraph, real estate taxes, assessments, governmental levies, county taxes or any other governmental charge shall thereafter ▇be prorated to the Tenant based on the period of time indicated on the tax ▇▇▇▇ until such enforcement rather than the period of time in which it was paid. For example, if real estate taxes for Lease Year 1 are actually paid by Landlord in Lease Year 2 (i.e. the billing is commenced and diligently prosecuted or in arrears) Tenant shall remain responsible via an Operating Expense adjustment for its proportionate share of the amount paid in Lease Year 2 indicated for the Lease Year 1 period. The foregoing shall also apply with respect to any other Operating Expenses paid in arrears. (ii) Sublessee Compensation provided in the form of wages, salaries, fees and such other compensation and benefits (including insurance, welfare, pension or similar fund payments, retirement, vacation, holiday, sick pay and other fringe benefits) as well as any adjustments thereto for the following classes of employees, employees of agents, or agents of Landlord performing services rendered in connection with the management, operation and maintenance of the Developed Parcel and/or the Building, and to the extent time is shared by such employee, the compensation attributed to such employee shall be equitably allocated; a. Building Manager; b. Assistant Building Manager(s); c. clerical and accounting staff; d. window cleaners, porters, janitors, cleaners, dusters, sidewalk shovelers and miscellaneous handymen; e. security personnel, gardeners, caretakers and persons engaged in patrolling and protecting the Building; f. engineers, mechanics, electricians, plumbers and persons engaged in the operating and maintenance of the heating, air conditioning, ventilating, plumbing, electrical and elevator systems of the Building; and g. carpenters, plasterers, painters and other persons engaged in connection with the management, operating and maintenance of the Building. (iii) The uniforms of employees specified in subdivision (ii) above and the cleaning, pressing and replacement thereof. (iv) Payroll taxes, including federal and state unemployment taxes and social security taxes and any other such taxes that may terminate this Subleasebe created, payable in connection with the employment of any of the employees specified in subdivision (ii) above. (v) Premiums and other charges incurred by Landlord with respect to the following insurance (listed below) on employees specified in subdivision (ii) above, and on the Building and the Developed Parcel as required by Paragraph (20), and, if Landlord elects to self insure some or all of the risks as would normally be covered by insurance, an amount deemed by Landlord in its reasonable discretion to be equal to the amount which would have been incurred if insurance had been purchased (but, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failureevent, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month consistent with amounts paid for other comparable Class A office buildings in the Denver Metro Area): a. fire; extended coverage, including windstorm, hail, explosion, riot, rioting attending a strike, civil commotion, aircraft, vehicle and smoke; all risk; and terrorism; b. public liability; c. elevator; d. boiler damage, water damage, legal liability, and pilferage on equipment and materials for the receptionist Building and $1,950 per month the Developed Parcel; e. workmen’s compensation as required under applicable state law and employer’s liability for the employees specified in subdivision (ii) above; f. health, accident, disability and group life on employees enumerated in subdivision (ii) above as therein qualified; and g. other insurance which Landlord reasonably deems necessary for a first class office building services/security person would carry or which the holder of any mortgage affecting the Building or the Building and the Developed Parcel might require to be carried under the terms of such mortgage. (each to increase at 3% per annum)vi) Costs or premiums incurred for electricity, which such employees will be those steam, gas, water or other utilities or fuels required in connection with the operation and maintenance of the Sublessor Building and the Developed Parcel. (vii) Water and sewer charges. (viii) Repairs or maintenance of the Building and the Developed Parcel and the cost, repair or replacement of supplies, tools, communication devices (including those incidental to monitoring of systems from remote locations) materials and equipment used in connection therewith. (ix) Charges of any independent contractor incurred in connection with operating, maintaining or repairing the Building and its affiliate. Sublessee shall not be responsible appurtenances, including inspection and servicing of elevator, electrical, plumbing and mechanical equipment, energy management systems and security monitoring systems; and the furnishing of cleaning and janitorial services, base concierge services, if any, and the cost of materials, tools, supplies and equipment used in connection thereof. (x) Sales, use and excise taxes on goods and services purchased or provided by Landlord to properly manage, operate and maintain the Building and the Developed Parcel. (xi) License, permit and inspection fees. (xii) Auditor’s fees for any costs related public accounting with respect to benefitsthe Building and/or the Developed Parcel. (xiii) Legal fees of outside or special counsel retained by Landlord in connection with proceedings for the reduction of real estate taxes, pension labor relations, or other non-hourly/salary wage related expenses matters to the extent that the same shall be of general benefit to all tenants in the Building. (xiv) Cost of telephone, telegraph, postage, stationery supplies and other materials required for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days routine operation of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(sBuilding Manager’s office. (xv) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisAssociation dues.

Additional Rent. Sublessee acknowledges that pursuant to (a) Tenant shall (i) pay all charges for water, sewer, and electricity used by Tenant during the Master Lease, Sublessor is obligated to term of this Lease and metering therefor; (ii) pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax all telephone charges; and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”iii) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the prompt and sanitary storage of Tenant’s refuse and rubbish in the Premises. (b) Any amounts required to be paid by Tenant hereunder and any charges or expenses incurred by Landlord on behalf of Tenant under the terms of this Lease shall be considered additional rent payable in the same manner and upon the same terms and conditions as the rent reserved hereunder. Any failure on the part of Tenant to pay such additional rental when and as the same shall become due shall entitle Landlord to the remedies available to it for non-payment of utilities rent. Tenant’s failure to object to any statement, invoice or billing rendered by the Landlord within a period of sixty (60) days after receipt thereof shall constitute Tenant’s acquiescence with respect thereto, and performance of repairsuch statement, replacement and maintenance as required under the Master Lease invoice or billing shall thereafter be deemed to be correct and shall also be an account stated between Landlord and Tenant. If Tenant requests that Landlord prepare, review, or execute any document, consent or waiver in connection with this Lease or otherwise, Tenant shall be obligated to pay to Landlord, as Additional Rent a fee, in the amount set forth on a fee schedule adopted by Landlord in its reasonable determination from time to time, to compensate Landlord for the provision reasonable cost of services in Schedule A (collectivelyreviewing and processing any such request, and Landlord shall not be obligated to process any such request of Tenant until Tenant has paid Landlord the “Operating Expenses,” together applicable processing fee. Landlord will supply Tenant with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublesseea copy of Landlord’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublesseethen current processing fee schedule upon Tenant’s request. Sublessee Nothing herein shall be responsible deemed to require that Landlord consent to, execute or approve any document, consent or waiver submitted to Landlord by Tenant notwithstanding Tenant’s payment of the applicable processing fee. (c) Payment by Tenant of a lesser amount than shall be due shall be deemed to be payment on account, and shall not constitute an accord and satisfaction with respect to the underlying obligation. The acceptance by Landlord of a check for a lesser amount with an endorsement or statement thereon, or upon any letter accompanying such check, that such lesser amount is payment in full, shall be given no effect, and Landlord may accept such check without prejudice to any other rights or remedies which it may have against the reasonable out-of-pocket expenses Tenant. In addition to all liens upon and rights of such enforcement unlesssetoff or recoupment against any money or property of Tenant by law, Landlord shall have, to the extent permitted by law, a contractual security interest in and a right of setoff against all deposits, moneys or other property of Tenant now or hereafter in the good faith determination possession of Sublessor, or on deposit with Landlord. Each such security interest or right of setoff may be exercised without demand upon or notice to Tenant. No security interest or right of setoff shall be deemed to have been waived by any act or conduct on the cause part of the enforcement action is Landlord or by any neglect to exercise such right of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail setoff or to enforce a breach such setoff and/or security interest or by the landlord under the Master Lease any delay in so doing. Every right of setoff and/or security interest shall continue in full force and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ effect until such enforcement right of setoff and/or security interest is commenced and diligently prosecuted expressly waived or (ii) Sublessee may terminate this Sublease, released by an instrument in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained writing executed by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisLandlord.

Additional Rent. Sublessee acknowledges that pursuant In addition to the Master LeaseMonthly Base Rent, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, at the time that Sublessee pays Monthly Base Rent or, if otherwise so notified by Sublessor in writing, within twenty (20) days after receipt of Sublessor’s invoice therefor, Sublessee’s share of “Tenant’s Proportionate Share” of all “Additional Rent” (as additional rent, thirty-three percent (33%defined in Section 4.2 of the Master Lease) (“Sublessee’s Pro Rata Share”) ), including, without limitation, Taxes and Assessments, Insurance, Utilities, Common Area Expenses, Parking Charges, Maintenance and Repair Costs, Life Safety Costs, Management and Administration, Operational Fees Related to Expansion Approvals and Gateway Operational Expenses, all as more particularly described in Section 4.2. of the Additional Rent (with Master Lease, payable by Sublessor under the exception that Master Lease. Notwithstanding the foregoing or anything to the contrary in this Sublease, Sublessee has agreed shall not be required to pay forty percent (40%) of any Additional Rent related or to electricity perform any obligation that is (1) fairly allocable to any period of time prior to the Commencement Date or following the expiration or sooner termination of this Sublease (for any reason other than Sublessee’s default), (2) fairly allocable to any portion of the Premises other than the Subleased Premises, (3) payable as a result of a default by Sublessor of any of its obligations under the Master Lease, or as a result of the negligence or willful misconduct of Sublessor or any of its agents, employees, or contractors, or (4) incurred for the sole benefit of Sublessor. Sublessee’s Share shall be seventeen and gas chargesfifty-two hundredths percent (17.52%), which is determined by dividing the square footage of the Subleased Premises (10,509 rentable square feet) by the square footage of the Premises (60,000 rentable square feet). Notwithstanding the foregoing, Sublessee’s Share of “Tenant’s Proportionate Share” of “Additional Rent” conclusively is established for purposes of this Sublease at $0.34 per rentable square foot per month for each month during the Term. Commencing on the Commencement Date and continuing for each month during the Term, Sublessee shall pay to Sublessor Sublessee’s Share for the Subleased Premises in the amount of $0.34 per rentable square foot, or $3,537.06 per month. In addition, Sublessee shall be responsible for payment directly to the provider for Sublessee’s telephone, data and telecommunications costs, fees, charges and expenses, and Sublessee’s personal property taxes as set forth in Article 28 of the Master Lease; provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. that Sublessee shall not be responsible for any costs related payment of personal property taxes on Furniture or Equipment being leased by Sublessee from Sublessor pursuant to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisParagraph 30.B below.

Additional Rent. Sublessee acknowledges that pursuant to (a) Commencing on the Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase first (1st) anniversary of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge Commencement Date, Subtenant shall also pay to Sublandlord (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for together with the payment of utilities and performance each monthly installment of repairBase Rent payable under this Sublease), replacement and maintenance as required under the Master Lease and shall also pay for the provision additional rent hereunder, Subtenant’s Proportionate Share (as hereinafter defined) of services in Schedule A (collectively, the “Tenant’s Share” of “Operating Expenses,” together with “Office Maintenance Costs” and “ Real Estate Taxes” (as each such term is defined in the Applicable Tax and Insurance Charge, Prime Lease) payable by Sublandlord in excess of those paid under the Prime Lease by Sublandlord for the Base Year (as hereinafter defined)(the “Additional Sublease Rent”). Sublessee Subtenant shall pay to Sublessorthe Additional Sublease Rent in monthly installments, as additional rentbased on estimates provided by the Landlord, thirtyall in accordance with Section 5 of the Prime Lease. If less than ninety-three five percent (3395%) (“Sublessee’s Pro Rata Share”) of the rentable area of the Building is occupied during any calendar year period (including the Base Year), then the variable portion of Additional Sublease Rent (with for such period shall be deemed to be equal to the exception that total of the Sublessee has agreed to pay forty variable portion of Additional Sublease Rent which would have been incurred by Sublandlord if ninety-five percent (4095%) of any Additional Rent related to electricity and gas charges)the rentable area of the Building had been occupied for the entirety of such calendar year with all tenants paying full rent, as contrasted with free rent, half rent or the like; provided, however, all such Operating Expenses will that in no event shall Sublandlord be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order entitled to afford Sublessee the benefits of this recover from Subtenant as Additional Sublease and of those provisions Rent more than 100% of the Master increase in Operating Expenses, Office Maintenance Costs, and Real Estate Taxes allocable to the Premises and actually paid by Sublandlord under the Prime Lease which by their nature are intended to benefit (plus the party in possession of the Lease PremisesExcess Consumption Rent, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublesseeif applicable). As used herein, “Subtenant’s request. Sublessee Proportionate Share” shall be responsible for [REDACTED PORTION FILED SEPARATELY WITH SEC PURSUANT TO CONFIDENTIAL TREATMENT REQUEST]%, and the reasonable out-of-pocket expenses of such enforcement unless“Base Year” shall be calendar year 2011. Notwithstanding anything to the contrary contained in this Sublease, in the good faith determination of SublessorSublandlord may elect, the cause of the enforcement action is of common interest at Sublandlord’s cost, to Sublessee and Sublessor, in which case Sublessee will pay only Sublesseehave Subtenant’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business electrical consumption at the Lease Premises, then Sublessor shall, within Premises monitored by a separate meter. If Sublandlord determines at any time that Subtenant’s actual electrical consumption exceeds five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced per rentable square foot in the Premises (“Excess Consumption”), then the Additional Sublease Rent payable hereunder for the then-current Sublease Year and diligently prosecuted or all remaining Sublease Years during the Term shall be increased to include the actual cost of the Excess Consumption (ii) Sublessee may terminate the “Excess Consumption Rent”). Subtenant covenants and agrees that at all times during the term of this Sublease, in which case Sublessor Subtenant’s electrical consumption shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term never exceed that capacity of the Subleasemains, Sublessor feeders, ducts, conduits, and Sublessee agree wires bringing the same to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis.

Additional Rent. Sublessee acknowledges that pursuant to the Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined Subtenant shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall also be responsible for the payment of utilities (i) the costs of any work orders requested by Subtenant, (ii) the costs of any after-hours HVAC service requested by Subtenant, (iii) any charges that may be incurred by Subtenant while performing Subtenant’s obligations hereunder, and performance (iv) commencing with the thirteenth (13th) full calendar month of repairthe Term, replacement and maintenance any increase in the Excess Expenses (as required defined in the CIT Lease) payable by Sublandlord under the Master CIT Lease and shall also pay above the Excess Expenses payable by Sublandlord under the CIT Lease for the provision of services in Schedule A Base Year (defined below) (collectively, the “Operating Expenses,” together with the Applicable Tax such charges, and Insurance Chargeany other costs or expenses payable from Subtenant to Sublandlord pursuant to this Sublease, the shall be referred to herein as “Additional Rent”). Sublessee Sublandlord will promptly send to Subtenant related invoices or other evidence of Additional Rent payments. Within fifteen (15) days of receipt of any invoices or other evidence of payments, Subtenant shall pay reimburse Sublandlord for any Additional Rent. The “Base Year” shall be the 2021 calendar year. At the request of Subtenant, Sublandlord shall provide Subtenant with copies of all documents relevant to Sublessorthe determination of Operating Expenses for the Subleased Premises for any dispute as provided in Section 3.02 of the CIT Lease, as additional rentbetween Sublandlord and Subtenant, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) provided such dispute is not a basis for withholding payment of same. Provided that Subtenant is current in its payment of Operating Expenses, Subtenant may require that Sublandlord exercise its right to audit the books and records of the Additional Rent (with Landlord as set forth in Section 3.02 of the exception that the Sublessee has agreed to pay forty percent (40%) of CIT Lease, and any Additional Rent related to electricity such audit shall be at Subtenant’s sole cost and gas charges)expense; provided, however, all to the extent that such audit results in recovery of Operating Expenses will be reasonableExpenses, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits cost of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee such review shall be responsible for the reasonable out-of-pocket expenses of deducted from such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee recovery and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease Sublandlord and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder Subtenant shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment each receive half of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisremaining recovered funds.

Additional Rent. Sublessee acknowledges that pursuant (a) In addition to the Master LeaseBase Rent payable hereunder, Sublessor is obligated Tenant shall pay to pay annually to Master Lessor additional rent equal to a portion of any increase of Landlord (or the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessorappropriate third party, as applicable) as additional rent under this Lease, all Additional Rent. Except where this Lease provides otherwise, Tenant shall pay all Additional Rent within fifteen (15) days after receipt of an invoice and reasonable backup documentation. (b) Tenant shall pay to Landlord an annual contribution (the “Esplanade Maintenance Contribution”) in advance on the first day of each Lease Year toward the costs of maintaining the Esplanade for the next upcoming Lease Year, as provided in Section 14.6, in an amount equal to: (a) Fifty-Five Thousand Dollars ($55,000), in respect of the first of such payments, and thereafter (b) an amount equal to the product of (X) the Esplanade Maintenance Contribution payable during the immediately preceding Lease Year, multiplied by (Y) 102.5% for the first Fifteen (15) Lease Years, and thereafter as Adjusted for Inflation from the prior Lease Year. The first Esplanade Maintenance Contribution shall be paid by Tenant to Landlord on the Effective Date and each payment of the Esplanade Maintenance Contribution thereafter shall be paid by Tenant to Landlord on the first day of each Lease Year thereafter during the Term. In the event an overpayment Tenant exercises its right to undertake or discrepancy is discovered. Sublessor cause to be undertaken Esplanade maintenance work in accordance with Section 14.6, then the next following Base Rent payment payable by Tenant hereunder shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and reduced in accordance with Section 14.6. (c) Tenant shall also pay for the provision of services in Schedule A an added Rental charge (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”)Rent Charge No. Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share1”) of to Landlord (a) on the Additional Rent date that is thirty (with the exception that the Sublessee has agreed 30) days after funds are disbursed to pay forty percent (40%) of Tenant as a loan pursuant to any Additional Rent related Project Agreement between Lease Administrator and Tenant relating to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible construction costs for the reasonable out-of-pocket expenses of such enforcement unless, in Phase 1 Development and/or the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses Phase 2 Development in an amount equal to $1,250 per month the initial payment of principal and interest to be made by Tenant under such Project Agreement, and (b) thereafter, commencing on the first (1st) anniversary of such date and continuing on each subsequent anniversary of such date until and including the thirtieth (30th) anniversary of such date, the applicable Rental charge for Additional Rent Charge No. 1 specified in Schedule 1 attached hereto; provided, that if at the time any payment of Additional Rent Charge No. 1 is due and payable hereunder Tenant has made full and timely payment of all amounts then due and payable under such Project Agreement, then a credit in an amount equal to such Additional Rent Charge No. 1 shall automatically be applied with respect to such Additional Rent Charge No. 1. (d) Tenant shall pay an added Rental charge (the “Additional Rent Charge No. 2”) to Landlord (a) on the date that is thirty (30) days after funds are disbursed to Tenant as a loan pursuant to any Project Agreement between Lease Administrator and Tenant relating to construction costs for the receptionist Phase 3 Development in an amount equal to the initial payment of principal and $1,950 per month interest to be made by Tenant under such Project Agreement, and (b) thereafter, commencing on the first (1st) anniversary of such date and continuing on each subsequent anniversary of such date until and including the thirtieth (30th) anniversary of such date, the applicable Rental charge for the building services/security person (each to increase at 3% per annum)Additional Rent Charge No. 2 specified in Schedule 1 attached hereto; provided, which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if at the time any payment of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced servicesAdditional Rent Charge No. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms 2 is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis.due

Additional Rent. Sublessee acknowledges (i) With respect to any common area expense reimbursement (including, without limitation, insurance, taxes and utilities) or additional rent based upon any other reimbursements, which shall be payable by tenants under the Leases (all of the foregoing being collectively called "Additional Rent"), such Additional Rent shall be adjusted and prorated at Closing on an "as collected" basis (i.e., shall only be prorated if collected as of the Closing Date). As to any Additional Rent in respect of an accounting period that pursuant shall have expired prior to the Master LeaseClosing but which shall be paid after the Closing, Sublessor is obligated Purchaser shall pay the entire amount over to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge Seller within thirty (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”30) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly days after receipt thereof any statements of such Tax and Insurance Charge delivered (or Seller shall retain the entire amount if paid directly to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas chargesSeller); provided, however, all such Operating Expenses will any delinquent Additional Rent shall be reasonable, customary allocated between Seller and obtained at fair market value Purchaser in the same manner as Rent pursuant to Section 12(b) above. Additional Rent in respect of an arm’s length transaction. In order to afford Sublessee accounting period in which the benefits Closing occurs shall be apportioned on a per diem basis as of this Sublease the Closing and of those in accordance with the provisions of Section 12 (e) (iii) below, and, if paid to Purchaser after the Master Lease which by their nature are intended Closing, Purchaser shall pay Seller's portion thereof to benefit Seller within thirty (30) days after receipt thereof. If paid to Seller after the party in possession Closing, Seller shall pay Purchaser's portion thereof to Purchaser within thirty (30) days after receipt thereof. If, prior to the Closing, Seller has received any installments of Additional Rent attributable to periods from and after the Lease PremisesClosing, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee such sum shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business apportioned at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or Closing. (ii) Sublessee may terminate this SubleaseTo the extent that estimated payments of Additional Rent are required to be paid monthly by any tenant, and at the end of such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants, then Additional Rent for such tenant shall be prorated at the time of such reconciliation between Seller and Purchaser, using the date of Closing as the proration date, and in accordance with the provisions of Section 12 (e) (iii) below. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Additional Rent for such period, there shall be a re-proration between Seller and Purchaser, taking into account the additional amount collected from (or refunded to) such tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Additional Rent is less than the estimated amount paid by such tenant, and a refund is paid by Purchaser to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Purchaser. If, with respect to any tenant, the recalculated Additional Rent exceeds the estimated amount paid by such tenant, and the shortfall is collected by Purchaser from such tenant, the portion of the shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Purchaser to Seller. (iii) Seller's and Purchaser's prorata share of Additional Rent from tenants for the costs of managing and operating the Property ("Shopping Center Expenses") shall be prorated based upon each party's respective percentage, based upon the Closing Date, of the actual costs incurred for Shopping Center Expenses for the calendar year or other applicable accounting period in which case Sublessor shall be liable to Sublessee Closing occurs in accordance with Sections 12 (e)(i) and (ii) above. At such time after December 31st of the year in which Closing occurs as Purchaser and Seller have determined all actual Shopping Center Expenses incurred at the Property for the payment year of any other sum for which Sublessee may become obligated because of Sublessor’s failureClosing, or for any loss sustained by Sublessee as a result thereof. For the Term but in no event later than April 1st of the Subleaseyear following Closing, Sublessor Seller and Sublessee agree Purchaser shall prorate the Shopping Center Expenses to share determine the costs associated with respective percentage of the receptionist Additional Rent to which each party is entitled to receive or obligated to pay, as applicable under Sections 12(e)(i) and one building services/security person(ii) above ("Final Reconciliation"). Sublessee shall reimburse the Sublessor for said expenses in an amount equal Seller agrees to $1,250 per month provide detailed information to Purchaser within sixty (60) days after Closing, on all Shopping Center Expenses incurred by Seller for the receptionist year in which Closing occurs, and $1,950 per month Purchaser agrees to provide detailed information to Seller on all Shopping Center Expenses incurred by Purchaser for the building services/security person (each to increase said year at 3% per annum), which such employees will be those the time of the Sublessor or its affiliateFinal Reconciliation. Sublessee Purchaser and Seller agree that Shopping Center Expenses paid by either that are not usual and customary shall not be responsible included within Shopping Center Expenses for any costs related to benefits, pension or other non-hourly/salary wage related expenses for purposes of calculating the aforesaid employeesFinal Reconciliation. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within Within thirty (30) days of after the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employeesdetermination, provided that if any of the foregoing services are outsourcedeither Seller or Purchaser, Sublessee as applicable, shall pay oneto the other party any additional sums determined to be due and owing hereunder. Anything contained above in this sub-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis.section 12(e)

Additional Rent. Sublessee acknowledges that pursuant to the Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”1) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for Beginning with the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay Fixed Rent due for the provision 13th full calendar month of services in Schedule A (collectivelythe Term, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rentAdditional Rent, thirty-three percent (33%) (“Sublessee’s Pro Rata 's Proportionate Share”) , as hereinafter defined, of such amounts as 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 Additional Rent (with Lease, but only to the exception that the Sublessee has agreed extent such payments on an annualized basis, exceed, or are reasonably estimated by Sublessor to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); providedexceed, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request$9.50 per rentable square feet per year. Sublessee shall be responsible entitled to Sublessee's Proportionate Share of any credit or refund as and when received by Sublessor, and shall pay Sublessee's Proportionate Share of any additional payment request to be made by Sublessor for Operating Costs in excess of $9.50 per rentable square feet per year as a result of the reasonable out-of-pocket expenses final determination of such enforcement unlessOperating Costs for any calendar year as Section 4.2 of the Lease provided. Sublessee's Proportionate share shall be a fraction, the numerator of which is the rentable square feet in the Subleased Premises and the denominator of which is the rentable square feet in the Building, currently 50,345/201,378 or 25%. (2) 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 good faith determination event of Sublessorany non-payment thereof, the cause Sublessor shall have all of the enforcement action is 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 common interest to rent. The obligation of Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base all amounts to Sublessor of Fixed Rent and Additional Rent due hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for under the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For Lease arising during the Term term of the Sublease, Sublessor as incorporated herein and Sublessee agree to share as modified hereby, shall survive the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those Expiration Date or earlier termination of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis.this

Additional Rent. Sublessee acknowledges that Additional Rent", which is all amounts, other than Base Rent, payable by Tenant under this Sublease, and includes, without limitation, the Tenant's Operating Expense Contribution and Tenant's Tax Contribution properly allocable to the Subleased Premises (based on Tenant's Proportionate Share and Landlord's Proportionate Share) and calculated pursuant and subject to Article 7 of the Prime Lease (including without limitation, taking into consideration as appropriate an adjustment in accordance with the provisions of Section 7.2.5 with respect to the Subleased Premises and the balance of the Prime Lease Premises), and Tenant's rental obligations under Section 17 of this Sublease. Landlord shall provide Tenant with copies of all statements, estimates, invoices, notices, reports and studies provided by Prime Landlord pursuant to the Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase Article 7 of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not Prime Lease or otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days after receipt thereof, provided that failure to provide any thereof shall not permanently excuse Tenant from payment of written noticeany Additional Rent. Tenant shall pay to Landlord without demand, validly assign all of its enforcement rights to Sublesseesetoff, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate counterclaim, except as otherwise expressly provided in this Sublease, estimates of Tenant's Operating Expense Contribution so allocable to the Subleased Premises monthly in which case Sublessor the same manner and at the times required to be paid by Landlord to Prime Landlord pursuant to Section 7.3.2 of the Prime Lease, and shall pay to Landlord Tenant's Tax Contribution in the same manner and at the times required to be [ILLEGIBLE] by Landlord to Prime Landlord pursuant to Section 7.6 of the Prime Lease. With [ILLEGIBLE] the generality of the foregoing, the parties shall promptly make such appropriate adjustments in the Additional Rent payable under this Sublease as shall be liable necessary from time to Sublessee time to reflect any adjustment in any amounts which are payable from time to time pursuant to the Prime Lease and which have a corresponding obligation under this Sublease for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failureTenant to pay Additional Rent with respect thereto, including, without limitation, with respect to Tenant's Operating Expense Contribution or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisTenant's Tax Contribution.

Additional Rent. Sublessee acknowledges that pursuant (a) Subtenant shall pay, in addition to the Master LeaseBase Rent, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase its Proportionate Share (as hereinafter defined) of the New Tax and Insurance Charge (a) Operating Costs (as defined in the Prime Lease) which is are in excess of the Operating Costs in the Operating Cost Base Tax Year, and Insurance Charge (such increase b) Taxes (as defined in the Prime Lease) which are in excess of the New Taxes in the Tax Base Year (both of which payments, in addition to those payments set forth in Section 7(b) and Insurance Charge being any other amounts due hereunder, are referred to as "ADDITIONAL RENT"). For purposes of calculating such excess amounts, the “Applicable New term "Operating Cost Base Year" shall be calendar year 2005 and "Tax Base Year" shall be fiscal tax year 2005; Operating Costs shall be appropriately adjusted to 95% occupancy when establishing the Base Year. At the time that Sublandlord notifies Subtenant of the amount of Additional Rent, Sublandlord shall provide Subtenant with copies of any appropriate supporting documentation provided by Prime Landlord setting forth the amount said excess Operating Expenses and Insurance Charge”) (capitalized terms used herein but not otherwise defined Taxes. Subtenant shall have the meaning right to exercise Sublandlord's audit rights pursuant to Article 9.3(b) of the Prime Lease with respect to the Demised Premises; provided that Sublandlord shall have no obligation to conduct any independent audit. All payments due by Subtenant under this Section 7(a) shall be made on the same day as comparable payments are due by Sublandlord under the Prime Lease. Subtenant's obligations hereunder shall survive the expiration of the Sublease. Subtenant's Proportionate Share with respect to the Demised Premises shall be equal to the Rentable Area set forth in paragraph 1 of this Agreement of Sublease, divided by 74,426 square feet (provided, however, that if less than 95% of the Master LeaseBuilding is occupied by tenants at any time during the term of this Sublease (including during the Operating Cost BaseYear). Sublessor , then the cleaning charges for such period shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor be extrapolated by Master Lessor. Notwithstanding anything contained herein Sublandlord to the contrary, Sublessee may exercise any estimated cleaning charges that would have been incurred if the Building had been at least 95% occupied by tenants; and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor extrapolated amount shall be responsible for the payment purposes hereof be deemed to be the amount of utilities and performance of repair, replacement and maintenance as required under the Master Lease and cleaning charges for such period). (b) Subtenant shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “as Additional Rent”). Sublessee shall pay to Sublessor, as additional rentcommencing on the Commencement Date, thirty-three one hundred percent (33100%) (“Sublessee’s Pro Rata Share”) of all electricity charges with respect to the Additional Rent (with the exception that the Sublessee has agreed to pay forty Building, and one hundred percent (40100%) of any Additional Rent related other utility charges to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord extent required under the Master Lease and Prime Lease. Subtenant shall pay such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, charges within five thirty (530) business days of written notice, validly assign all receipt of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor billing from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisSublandlord.

Additional Rent. Sublessee acknowledges that pursuant to the Master Lease, Sublessor is obligated Subtenant agrees to pay annually to Master Lessor additional rent equal to a portion of any increase Sublandlord of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A following amounts (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”): (i) Subtenant’s SBA Share of the Shared Building Area Costs allocable to each calendar year during the Term, prorated for any calendar year falling partially within the Term; (ii) Subtenant’s POC Share of the Project Operating Costs allocable to each calendar year during the Term, prorated for any calendar year falling partially within the Term; and (iii) Subtenant’s PIT Share of the Project Insurance Costs and Project Property Taxes allocable to each calendar year during the Term, prorated for any calendar year falling partially within the Term, subject to Section 5(f). Sublessee Subtenant shall pay to Sublessor, as additional rent, thirtyone-three percent twelfth (33%1/12th) (“Sublesseeof Sublandlord’s Pro Rata Share”) reasonable estimate of the Additional Rent for each calendar year on or before the first (1st) day of each month during such calendar year. Following the end of each calendar year within the Term, Sublandlord shall furnish Subtenant with a final statement (the exception “Expense Statement”) showing the Shared Building Area Costs, Project Operating Costs, Project Insurance Costs and Project Property Taxes during such year and calculating the Additional Rent for such year. Notwithstanding anything to the contrary contained herein, if Sublandlord fails to charge Subtenant for any amount that may be included in Shared Building Area Costs, Project Operating Costs, Project Insurance Costs or Project Property Taxes within one (1) year after the Sublessee end of the calendar year in which Sublandlord paid such amount, then Sublandlord shall cease to have the right to charge Subtenant for its share of such amount under this Section 4(b). If the estimated payments made by Subtenant pursuant to this section are not sufficient to cover the actual amount of the Additional Rent for any calendar year, then Subtenant shall pay Sublandlord the deficiency within thirty (30) days after Subtenant’s receipt of the Expense Statement for such year. If the estimated payments made by Subtenant pursuant to this section exceed the actual amount of the Additional Rent for any calendar year, then the excess shall be credited against the Rent next coming due after Subtenant’s receipt of the Expense Statement for such year; provided, any such excess existing at the end of the Term shall be refunded to Subtenant within thirty (30) days thereafter, except if Subtenant is in default hereunder, Sublandlord shall not be required to refund such excess until the default is cured by Subtenant. Within one hundred eighty (180) days after its receipt of any Expense Statement, Subtenant or its authorized representatives may review Sublandlord’s records related to the Additional Rent detailed in such Expense Statement; provided such review shall be conducted at Sublandlord’s offices during normal business hours and Subtenant shall schedule such review at a time reasonably acceptable to Sublandlord. If any such review reveals that Subtenant has agreed paid Sublandlord more than the Additional Rent for any year due under this section (an “Expense Overpayment”), then (i) Subtenant shall notify Sublandlord, in writing, of the Expense Overpayment within thirty (30) days after its completion of such review, and (ii) Sublandlord shall promptly refund the Expense Overpayment to Subtenant following its receipt of written notice thereof, excluding any amount that Sublandlord disputes. If any such review reveals an underpayment of the Additional Rent owed by Subtenant under this section for any year (an “Expense Underpayment”), then Subtenant shall pay forty percent to Sublandlord the Expense Underpayment within thirty (40%30) days after completion of such review. If Subtenant engages a third party to review any of Sublandlord’s records related to the Additional Rent, such third party must execute a confidentiality agreement, in form and substance reasonably acceptable to Sublandlord, prior to conducting any such review. Should Sublandlord reasonably dispute the results of any such review, the parties shall work in good faith to resolve such dispute for a period of thirty (30) days. Subtenant shall not use any person or entity to inspect, review or audit Sublandlord’s records related to Additional Rent whose fee is based, in whole or in part, on the results of such inspection, review or audit. Notwithstanding anything to the contrary contained herein, if Subtenant does not review Sublandlord’s records related to any Additional Rent related within the one hundred eighty (180) day period provided under this section or Subtenant does not notify Sublandlord, in writing, of an Expense Overpayment within the period required under this section, then Subtenant shall cease to electricity and gas charges); provided, however, all have any right to review such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses records or receive a refund of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisExpense Overpayment.

Additional Rent. All monies other than Monthly 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 “Additional Rent” (as defined in Section 3.2(b) of the Master Lease), shall be paid by Sublessee acknowledges that pursuant to hereunder as and when such amounts are due under the Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease)as incorporated herein. Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for to Sublessor all costs directly incurred by or at the provision request of services in Schedule A Sublessee with respect to its use of the Premises. All such amounts shall be deemed additional rent (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Until such time that both the First Floor Commencement Date and the Second Floor Commencement Date have occurred, Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) its pro rata portion of the Additional Rent (with based on the exception that portion of the Sublessee Premises to which Sublessor has agreed delivered possession to pay forty percent (40%) of any Sublessee. Base Rent and Additional Rent related hereinafter collectively shall be referred to electricity as “Rent”. Sublessee and gas charges)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, such that Sublessor shall receive, as a net consideration for this Sublease, the Base Rent payable under Section 4.A. hereof; provided, however, all such Operating Expenses will that in no event shall Sublessee be reasonable, customary responsible for Sublessor’s costs and obtained at fair market value expenses incurred in an arm’s length transaction. In order to afford Sublessee connection with the benefits negotiation and execution of this Sublease and of those provisions of the or Sublessor’s request for Master Lease which by their nature are intended Lessor’s consent to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of including without limitation attorneys’ fees, broker commissions, and any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension Bonus Rent or other non-hourly/salary wage related expenses for the aforesaid employeesfees or consideration payable to Master Lessor in connection with Master Lessor’s consent to this Sublease. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days C. Advance Payment of the date of each invoiceRent. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourcedUpon execution hereof by Sublessee, Sublessee shall pay oneto Sublessor the sum of Seventy-half Nine Thousand Four Hundred Eighty-Three and 20/100 Dollars ($79,483.20), which shall constitute Base Rent for the month of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisJanuary 2019.

Additional Rent. Sublessee acknowledges that In addition to Base Rent, Subtenant also shall pay to Sublandlord, (a) Subtenant’s proportionate share of Tenant’s Proportionate Share of Basic Operating Costs (as such terms are defined in the Basic Lease Information and in Section 7 of the Master Lease), (b) all other costs payable by Sublandlord with respect to the Sublease Premises under the Master Lease, except penalties, interest and other costs and fees arising from a default by Sublandlord under the Master Lease, and (c) any costs and expenses applicable to the Sublease Premises which are paid directly by Sublandlord, if any, including, but not limited to, utilities, personal property taxes and real property taxes (collectively, “Additional Rent”). Subtenant shall pay Subtenant’s share of Basic Operating Costs and any Rent Increase as and when such payments are due from Sublandlord pursuant to the Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within least five (5) business days prior to the date Sublandlord must pay such amounts to Master Landlord. Within ten (10) days of receipt by Sublandlord from Master Landlord, Sublandlord shall provide to Subtenant copies of all notices relating to Estimated Basic Operating Costs and Basic Operating Cost Adjustments applicable to the Sublease Premises. Subtenant shall pay items of Additional Rent other than Basic Operating costs within ten (10) days after receipt of written noticedemand from Sublandlord, validly assign all which demand shall be accompanied by any invoice or statement that Sublandlord received from Master Landlord relating thereto. Promptly upon receipt from Master Landlord, Sublandlord shall provide Subtenant with an estimate of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of year 2003, together with any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained notices received by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated Sublandlord from Master Landlord with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisrespect thereto.

Additional Rent. Sublessee acknowledges Landlord shall, within one hundred twenty (120) days after the end of each Operating Period (or as soon thereafter as it is reasonably able to do so), furnish Tenant with a statement of the Operating Expenses and Taxes during such year and a computation of the Additional Rent owed by Tenant for such Operating Period (“Expense Statement”). Failure of Landlord to provide such statement within such time period shall not be a waiver of Landlord’s right to collect any Additional Rent. If such statement shows that pursuant the actual amount Tenant owes for such Operating Period is more than the estimated Additional Rent paid by Tenant for such Operating Period, Tenant shall pay the difference within thirty (30) days after ▇▇▇▇▇▇’s receipt of the Expense Statement. If the Expense Statement shows that Tenant paid more in estimated Additional Rent than the actual amount of Additional Rent owed by Tenant for such Operating Period, Tenant shall receive a credit therefor. The credit shall be applied to future monthly payments attributable to the Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of Additional Rent or the Base Tax Rent (at Tenant’s discretion), or if this Lease has expired, such amount shall be refunded to Tenant. The Operating Expenses, Taxes and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning Additional Rent set forth in the Master Lease)Expense Statement shall be binding upon Tenant. Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contraryProvided, Sublessee may exercise any and all rights however, that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment that the Term of this Lease expires, or discrepancy is discovered. Sublessor terminated pursuant to the terms of this Lease, on a date other than December 31, then, at the option of Landlord, Landlord may, either prior to the date on which the Term expires, or within thirty (30) days thereafter, elect to provide Tenant with a revised estimate of the Operating Expenses and Taxes for the Operating Period in which such expiration or termination date occurs and the Additional Rent that will be due from Tenant for such Operating Period, which estimated Additional Rent shall be responsible for prorated to reflect the payment portion of utilities and performance such Operating Period that is contained within the Term of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional RentFinal Expense Estimate”). Sublessee In the event that Landlord elects to deliver a Final Expense Estimate to Tenant, then (i) Tenant shall pay to Sublessor, as additional rent, thirty-three percent the prorated Additional Rent reflected in such statement within fifteen (33%15) days after ▇▇▇▇▇▇’s receipt of such estimate; (“Sublessee’s Pro Rata Share”ii) the estimated amount of the Additional Rent for the final Operating Period shall be binding upon Landlord and Tenant; and (with the exception that the Sublessee has agreed to pay forty percent (40%iii) Landlord shall not thereafter seek from Tenant any additional payment of any Additional Rent related to electricity if the actual Operating Expenses and gas charges); provided, however, all Taxes for such Operating Period are greater than those reflected in the Final Expense Estimate, nor shall Landlord have any obligation to refund to Tenant any excess funds paid by Tenant to Landlord should the actual Operating Expenses will and Taxes for such Operating Period be reasonable, customary and obtained at fair market value less than those reflected in an arm’s length transactionthe Final Expense Estimate. In order the event that Landlord elects not to afford Sublessee provide Tenant with a Final Expense Estimate, then it shall be presumed that Landlord will provide Tenant with an Expense Statement within one hundred twenty (120) days after the benefits of this Sublease and of those provisions end of the Master Lease which by their nature are intended to benefit final Operating Period contained in the party Term, as provided above, and the Additional Rent shown in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee such Expense Statement shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest due from Tenant to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, Landlord within five fifteen (515) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter after ▇▇▇▇▇ until ▇▇’s receipt of such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisstatement.

Additional Rent. Sublessee acknowledges that Subtenant shall pay to Sublandlord as Additional Rent its share (as set forth in Section Section 4.3(b) above) of the amount by which (i) amounts payable by Sublandlord to Landlord pursuant to Article 7 of the Master Lease in respect of Taxes and Operating Expenses, exceed (ii) applicable amounts for each such category payable by Sublandlord to Landlord under Article 7 of the Master Lease for the calendar year ending December 31, 2010, with such payments to commence January 1, 2011. Subtenant understands that the term “Taxes” includes “Payment in Lieu of Taxes” known as “PILOT.” Subtenant shall also pay (x) the share of BID Taxes applicable to the Subleased Premises and (y) any Theater Surcharge or Percentage Rent as applicable to the 26th floor under the Master Lease. Sublandlord shall invoice Subtenant periodically for such Additional Rent, which invoices will be based upon Landlord’s calculation or estimate of such charges in the applicable year (EXCEPT AS SET FORTH BELOW), and Subtenant shall pay such Additional Rent to Sublandlord within 30 days after Subtenant’s receipt of an invoice therefor. Such Additional Rent, together with any and all other amounts payable by Subtenant to Sublandlord pursuant to the terms of this Sublease, shall be hereinafter referred to as the “Additional Rent.” Additional Rent charges shall also be subject to annual reconciliation as determined by Landlord under the Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase and Subtenant understands that such Reconciliation for the final year of the New Tax and Insurance Charge which is in excess Sublease may not be available until after the expiration of the Base Tax Term. Subtenant shall promptly pay to Sublandlord any underpayment identified by the post-Term Reconciliation and Insurance Charge (such increase Sublandlord shall promptly refund to Subtenant any overpayment identified by the post-Term Reconciliation, even if the applicable Reconciliation occurs after the expiration of the New Tax and Insurance Charge being Term. The foregoing obligation shall survive the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein termination of this Sublease. It is the intent of the parties with respect to Additional Rent, that Sublandlord shall not profit from the pass through, but not otherwise defined shall have rather reconcile all pass throughs on an annual basis based on the meaning set forth in Reconciliation which Sublandlord is provided by Landlord under the Master Lease). Sublessor Upon written request from Subtenant from time to time, Sublandlord shall deliver provide any applicable documentation delivered by Landlord to Sublessee promptly after receipt thereof any statements of Sublandlord, which evidences such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis.

Additional Rent. Sublessee acknowledges 1) Tenant shall pay Landlord as “Additional Rent” for each calendar year during the Term Tenant’s Share of the amount by which Operating Costs for such year exceed the Operating Costs Expense Stop, which amount shall be prorated for the last year of the Term if such year is less than a full calendar year. Both Landlord and Tenant acknowledge that pursuant basing the Operating Costs Expense Stop on expenses for 2006, the intent is to base such Expense Stop on the actual Operating Expenses that Tenant would have incurred had the Building been fully occupied the entire year. Therefore, Tenant will not incur any costs associated with Tenant’s Share of Operating Costs until January 2007. In addition, in determining the Operating Costs Expense Stop, the actual Operating Costs incurred in 2006 that vary with occupancy shall be adjusted to an amount reasonably determined by Landlord to be the Operating Costs that would have been incurred and paid had such occupancy been at least ninety-five percent (95%) during all of 2006. 2) Prior to the Master beginning of the Term and each calendar year thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs and Tenant’s Additional Rent for the remaining and following calendar year, as applicable. Commencing on the first day of the Term and continuing on the first day of every month thereafter, Tenant shall pay to Landlord one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs for any year will vary from Landlord’s prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). 3) As soon as reasonably practicable after the end of each calendar year during the Term, Landlord shall furnish Tenant a reconciliation statement with respect to such year, showing Operating Costs and Additional Rent for the year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord’s statement within thirty (30) days after receipt of the same, such statement shall presumptively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon, subject only to Tenant’s right of audit. If Tenant does object to such statement, then Landlord shall provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver Landlord’s statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s statement. 4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within fifteen (15) business days of Tenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of Operating Costs for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Sublessor is obligated Landlord shall pay to Tenant or Tenant shall pay annually to Master Lessor additional rent equal to a portion Landlord, as the case may be, within fifteen (15) business days after Tenant’s receipt of any increase of Landlord’s final statement for the New Tax calendar year in which this Lease terminates, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”total amount previously paid by Tenant on account thereof. 5) (capitalized terms used herein but not otherwise defined Tenant shall have the meaning set forth in right at any time during Landlord’s normal business hours and upon reasonable prior notice to Landlord, which shall not be given later than the Master Lease). Sublessor shall deliver to Sublessee promptly after first anniversary of Tenant’s receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to Landlord’s reconciliation statement for the contrarypreceding year, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master LessorLandlord’s books and records relating with respect to such Tax and Insurance Charge and reconciliation statement, at Tenant’s sole expense. Should the audit disclose an overcharge to seek reimbursement from Sublessor Tenant or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectivelyunderpayment to Landlord, the “Operating Expenses,” together with party owing an amount to the Applicable Tax and Insurance Charge, other party shall reimburse the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent other party within fifteen (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (515) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for after the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term results of the Subleaseaudit are known to Landlord and Tenant. Additionally, Sublessor and Sublessee agree to share if the costs associated with the receptionist and one building services/security person. Sublessee audit report shows that Tenant was overcharged by five percent (5%) or more, Landlord shall reimburse Tenant for its reasonable out of pocket costs of conducting the Sublessor for said expenses in an amount equal audit, not to exceed $1,250 3,000.00 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisaudit.

Additional Rent. All monies required to be paid by Sublessee acknowledges that under this Sublease (excluding Monthly Base Rent pursuant to the Master LeaseParagraph 4.A), including, without limitation, any amounts payable by Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion under the Master Lease (including, without limitation, Property Operating Expenses, as defined in Section 13.12 of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease), shall be deemed additional rent ("Additional Rent"). Monthly Base Rent and Additional Rent hereinafter collectively shall be referred to as "Rent". Sublessee and Sublessor shall deliver to agree, as a material part of the consideration given by Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by for this Sublease, that from and after the Commencement Date, 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 LessorLease or the Subleased Premises; in this regard Sublessee shall pay sixty-eight percent (68%) of Sublessor's (i) Property Proportionate share of Real Property Taxes, Landlord's Insurance Costs and Property Maintenance Costs, and (ii) Building Proportionate Share of Building Maintenance Costs. Additionally, Sublessee shall pay __________ percent (_______%) of the gas and electrical utility charges for the Premises if and to the extent any such utilities are not separately metered to the Premises. Notwithstanding anything contained herein to the contrarycontrary set forth in this Sublease, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder (attributable to the Term) shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted survive the expiration or (ii) Sublessee may terminate earlier termination of this Sublease, in which case and if Sublessor shall be liable is unable to Sublessee for determine the payment amount of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained Additional Rent due and payable by Sublessee as a result thereof. For at the Term expiration or earlier termination of the this Sublease, Sublessor and Sublessee agree to share then the costs associated with parties shall make an adjusting payment between them when the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an correct amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will can be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisdetermined.

Additional Rent. Sublessee acknowledges that pursuant to the Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together Commencing with the Applicable Tax and Insurance ChargeRent Commencement Date, the “Additional Rent”). Sublessee shall pay to Sublessor without any set-off or deduction (except as otherwise expressly provided in this Sublease), at Sublessor's office, or to such other person or at such other place as additional rentSublessor may designate by notice to Sublessee, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any as defined below). The Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will shall be reasonable, customary and obtained at fair market value paid in an arm’s length transaction. In order to afford Sublessee equal monthly installments in advance on or before the benefits first day of each calendar month during the Term of this Sublease and based upon a statement of those provisions Sublessor's good faith estimate of Additional Rent in respect of Operating Expenses provided by Sublessor to Sublessee at least thirty (30) days prior to the Master Lease which by their nature are intended to benefit first day of each Building fiscal year (as hereinafter defined) (the party in possession "Estimated Expense Statement"). Payments of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee Additional Rent shall be responsible apportioned for any fraction of a month occurring during the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, Term in which case Sublessee will pay only Sublessee’s Pro Rata Share the Term Commencement Date or the last day of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease may fall. Sublessor, in good faith, shall have the right to provide adjusted Estimated Expense Statements during any Building fiscal year and in the event Sublessor fails to provide an Estimated Expense Statement thirty (30) days prior to the commencement of any given Building fiscal year, Sublessee shall continue to pay Additional Rent based upon the immediately preceding Estimated Expense Statement until such time as Sublessor provides Sublessee with a new Estimated Expense Statement. Within six (6) months after the last day of each Building's fiscal year during the Term of this Sublease, Sublessor and shall furnish Sublessee agree to share with a statement of actual Additional Rent for such Building fiscal year in respect of Operating Expenses certified by an officer of Sublessor (the costs associated with "Actual Expense Statement"). In the receptionist and one building services/security person. Sublessee shall reimburse event the Sublessor for said expenses in an amount equal to $1,250 per month for Actual Expense Statement shows that there exists a deficiency between the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), Additional Rent which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to was due by Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourcedactual Additional Rent paid by Sublessee, Sublessee shall pay one-half such deficiency to Sublessor within thirty (30) days of receipt of such Actual Expense Statement. In the total costs to Parent event the Actual Expense Statement shows that an overpayment of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis.Additional Rent

Additional Rent. Sublessee Subtenant acknowledges that pursuant to Articles 6, 7 and 8 of the Master Prime Lease, Sublessor Sublandlord is obligated to pay annually to Master Lessor Prime Landlord, as additional rent, Tenant's Proportionate Share of Taxes, Operating Costs, and Landlord's insurance premiums incurred in each calendar year. Subtenant shall pay to Sublandlord with its monthly payment of monthly rent (or, if so directed by Sublandlord, within 10 days of Subtenant's receipt of an invoice therefor) Subtenant's proportionate share of Sublandlord's additional rent equal to obligations under the Prime Lease, such proportionate share being 30% (the number of rentable square feet in the Subleased Premises expressed as a portion of any increase percentage of the New Tax and Insurance Charge number of rentable square feet in the Original Premises, referred to hereinafter as "SUBTENANT'S PROPORTIONATE SHARE"; which is in excess shall be adjusted proportionately if the size of the Base Tax and Insurance Charge (such increase Original Premises increases or decreases during the term of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Prime Lease), and any other additional rent payable under the Prime Lease not arising from any fault of Sublandlord except to the extent that any such other additional rent is not attributable to the Subleased Premises. Sublessor Sublandlord shall deliver to Sublessee Subtenant promptly after receipt thereof any statements of such Tax and Insurance Charge operating costs or real estate taxes delivered to Sublessor Sublandlord by Master LessorPrime Landlord. Notwithstanding anything contained herein In addition to Base Rent and the TI Reimbursement (defined below), all other payments to be made by Subtenant pursuant to this Sublease (including, without limitation, pursuant to this Paragraph 5) shall be deemed to be and shall become additional rent hereunder whether or not the same shall be designated as such and Sublandlord shall have the same remedies for failure to pay the same as for a non-payment of Base Rent. The amounts paid by Subtenant under this Section 5 shall be subject to the contraryadjustments described in Article 9 of the Prime Lease. To the extent that Sublandlord receives any tax abatement proceeds, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement credits, adjustments or reimbursements of Operating Costs or insurance premium payments from Sublessor or Master LessorPrime Landlord, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee Sublandlord shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of Subtenant the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Subtenant's Proportionate Share of such reasonable out-of-pocket expenses amounts to the extent that such abatement proceeds, credits, adjustments or reimbursements are attributable to the Sublease Premises during the term of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis.

Additional Rent. Sublessee acknowledges If and to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase Sublease. In the event the rentable area of the New Tax and Insurance Charge which is in excess Premises or the area of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in premises leased pursuant to the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor Sublease shall be responsible for changed during the payment of utilities and performance of repairTerm, replacement and maintenance as required under then the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee Share shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within Sublandlord no fewer than five (5) business days prior to the date upon which Sublandlord's payment of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Operating Expenses and/or Additional Rent hereunder is due to the Master Sublandlord, provided that Subtenant shall thereafter have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, other material furnished to Sublandlord in which case Sublessor connection therewith). Sublandlord shall be liable refund to Sublessee for Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term extent of the Sublease Share of reimbursement received by Sublandlord under the Master Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis.

Additional Rent. Sublessee acknowledges a) It is the purpose and intent of the Landlord and Tenant that pursuant the rent payable hereunder shall be absolutely net to the Master LeaseLandlord so that this Sublease shall yield, Sublessor net to the Landlord, the Base Rent due with respect to each year during the term of this Sublease. For purposes of this Sublease, it is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase agreed that the Subleased Property comprises one hundred percent (100%) ("Tenant's Pro Rata Share") of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”Prime Lease Property. b) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor The Tenant shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Tenant's Pro Rata Share of such reasonable out-of-pocket expenses all property taxes for the Prime Lease Property during the term hereof, including the building and all other improvements thereon. Landlord represents and warrants that there are no other taxes or other assessments affecting the Subleased Property, other than those of enforcement. Should Sublessor fail a normal and recurring nature on property substantially similar to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business Subleased Property, at the Lease Premisestime of the execution of this Sublease. All such other taxes or assessments affecting the Subleased Property accruing after the Commencement Date but prior to the termination of this Sublease shall be the responsibility of the Tenant. If the Termination Date or sooner termination of this Sublease shall not coincide with the end of a Real Estate Tax Year, then Sublessor shallin computing the amount payable under this Section 5 for the period between the commencement of the applicable Real Estate Tax Year in question and the Termination Date or sooner termination of this Sublease, within five (5) business days the amount that would have been due from Tenant for the full year, if Tenant had been a tenant for the entire Real Estate Tax Year, shall be prorated over the portion of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublesseethe Real Estate Tax Year that Tenant is a tenant in the Subleased Property. Tenant's obligation to pay Base Rent and Additional Rent hereunder increased Real Estate Taxes under this Section 5 for the final period of the Sublease (as well as for any earlier period not paid as of the expiration or sooner termination of the Sublease) shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted survive the expiration or (iisooner termination of this Sublease. c) Sublessee may terminate Tenant shall pay to appropriate utility companies, when due, all charges for utility services furnished to the Subleased Property during the term of this Sublease, in which case Sublessor shall be liable and to Sublessee the extent utilities are not separately metered for the payment Subleased Property, Tenant shall pay Tenant's Pro Rata Share for such utilities furnished to the Prime Lease Property (all of the foregoing, together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions"). d) Landlord shall furnish or cause to be furnished to Tenant, promptly after receipt of same, copies of any other sum for which Sublessee may become obligated because of Sublessor’s failurenotices, statements or for invoices with respect to any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisImpositions.

Additional Rent. Sublessee All monies other than Base Rent required to be paid by Subtenant under this Sublease, including, without limitation, all amounts payable by Sublandlord under the Master Lease with respect to or reasonably allocated to the Subleased Premises shall be deemed additional rent ("Additional Rent"). Subtenant acknowledges that pursuant to the Master Lease, Sublessor Sublandlord is obligated required to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge Landlord "Building Operating Expenses" (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise as defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt ) and estimated payments thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has adjustments thereto under the Master Lease Lease. In addition to audit and inspect all other Additional Rent set forth in this Sublease, Subtenant shall pay to Sublandlord as Additional Rent hereunder, Subtenant's pro rata share of all of such Building Operating Expenses payable by Sublandlord to Master Landlord. Subtenant'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 Master Lessor’s books Premises. Such amounts (including estimated payments thereof and records relating to such Tax adjustments thereto) shall be payable by Subtenant no later than two (2) days before the dates the same are due under the Master Lease. Sublandlord shall promptly forward the appropriate invoices received from Master Landlord. Subtenant and Insurance Charge and to seek reimbursement from Sublessor or Master LessorSublandlord agree, as applicablea material part of the consideration given by Subtenant to Sublandlord for this Sublease, that Subtenant shall pay Subtenant'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, such that Sublandlord shall receive, as net consideration for this Sublease, full reimbursement thereof. Notwithstanding the foregoing, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to is incurred for Subtenant's sole benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result of Subtenant's request for certain services (such as extra hours' charges, etc.) or otherwise, Subtenant shall pay the entire cost thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee charges shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee pro rated between Sublandlord and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisSubtenant.

Additional Rent. Sublessee acknowledges In addition to paying Base Rent, beginning on the Commencement Date, Subtenant shall pay to Sublandlord, as additional rent, Subtenant’s Share of Rent Adjustment on a monthly basis throughout the Sublease Term in accordance with Section 4.1 of the Master Lease. As used in this Sublease, “Subtenant’s Share of Rent Adjustment” means an amount which equals the ratio that the rentable square footage of the Subleased Premises bears to the rentable square footage of the Master Premises, multiplied by Rent Adjustment attributable to the Master Premises payable by Sublandlord to Master Landlord pursuant to Article 4 of the Master Lease. Sublandlord shall promptly forward to Subtenant all Landlord’s Statements for the Master Premises that Sublandlord receives from Master Landlord. If Sublandlord receives a credit for overpayment of Rent Adjustment attributable to the Master Premises (“Direct Expense Credit”) pursuant to Section 4.2 of the Master Lease, Sublessor is obligated Subtenant shall receive a credit against the next installment of Rent due under this Sublease in an amount equal to the ratio that the rentable square footage of the Subleased Premises bears to the rentable square footage of the Master Premises at the time that the overpayment was made multiplied by the total Direct Expense Credit or, if the Sublease Term has ended, Sublandlord shall pay annually such amount to Subtenant within thirty (30) days of Sublandlord’s receipt of the Direct Expense Credit. If Sublandlord needs to make a payment to Master Lessor additional rent equal Landlord due to a portion an underpayment of any increase of Rent Adjustment attributable to the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge Master Premises (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance ChargeDirect Expense Shortfall”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in pursuant to Section 4.2 of the Master Lease). Sublessor , Sublandlord shall deliver submit to Sublessee promptly after Subtenant an invoice therefor and Subtenant shall pay Sublandlord an amount equal to the ratio that the rentable square footage of the Subleased Premises bears to the rentable square footage of the Master Premises at the time the underpayment was made multiplied by the total Direct Expense Shortfall together with the next installment of Rent due or, if the Sublease Term has ended, Subtenant shall pay such amount to Sublandlord within thirty (30) days of Subtenant’s receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessoran invoice therefor. Notwithstanding anything contained herein in this Sublease to the contrary, Sublessee may exercise Subtenant shall pay to Sublandlord, together with its payment of Subtenant’s Share of Rent Adjustment, 100% of the cost of: (a) any charges that apply solely to the Subleased Premises (e.g., real estate taxes on leasehold improvements therein), (b) late fees or penalties assessed against Sublandlord or Master Landlord as a result of Subtenant’s acts or omissions, (c) charges incurred as a result of excess or additional services requested by Subtenant for the Subleased Premises, and (d) the cost of utilities and janitorial services consumed by Subtenant in accordance with Section 6.2 of the Master Lease. Sublandlord shall pass through to Subtenant all rights that Sublessor has abatements, credits, set-offs, offsets, and refunds received by Sublandlord under the Master Lease to audit the extent such abatements, credits, set-offs, and inspect offsets directly relate to the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Subleased Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis.

Additional Rent. Sublessee acknowledges The Tenant will also pay, without notice, and without abatement, deduction, or setoff, except as otherwise specifically allowed herein, as additional rent, all sums, taxes, assessments, costs, expenses, and other payments which the Tenant in any of the provisions of this Lease assumes or agrees to pay, and, in the event of any nonpayment thereof, the Landlord shall have (in addition to all other rights and remedies) all the rights and remedies provided herein or by law in the case of nonpayment of rent. For all uses of the Premises that pursuant would be categorized under the 2017 North American Industry Classification System (2017 NAICS) under codes 4400 through 454390 (“Retail Uses”), as Additional Annual Rent Tenant shall pay a sum equal to twenty-five percent (25%) of the Adjusted Net Cash Flow commencing with the first day the Tenant Improvements open for business (“Additional Retail Rent”). The Tenant shall calculate Adjusted Net Cash Flow for each Current Year within forty-five (45) days after the end of the Current Year (or portion thereof) and provide that calculation, and pay to the Master LeaseLandlord the Additional Retail Rent, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase within sixty(60) (60) days after the end of the New Tax Current Year. Adjusted Net Cash Flow is Gross Revenues less Total Expenses, less the total amount of capital expenses for furniture, fixtures, and Insurance Charge which is equipment for the Tenant Improvements in excess of the Base Tax aggregate amount expended from any reserve during such year. No Additional Retail Rent and Insurance Charge (such increase no Additional Rent involving any payment of any portion of the New Tax Adjusted Net Cash Flow shall be owed for any use of the Premises that is not a Retail Use under codes 4400 through 454390 of the 2017 NAICS. Furthermore, upon the assignment of this Lease by Tenant to Alwaysholdin LLC or some other entity controlled by or affiliated with King of Freight LLC (a “King of Freight Entity”), the following provisions governing Additional Retail Rent shall apply: • If, within the first five (5) years following the assignment of this Lease to a King of Freight Entity, King of Freight LLC, including all entities which have merged with or been acquired by King of Freight LLC, creates 400 net new jobs, from a base employment level of 535 with an average wage of at least $50,000.00 per year for employees whose main offices are contained within the corporate limits of the City of Wichita, Kansas, and Insurance Charge being further maintains the presence of said 400 net new jobs within the corporate limits of the City of Wichita for the following five (5) year period, after the conclusion of this ten (10) year period (the “Applicable New Tax and Insurance ChargeKing of Freight Additional Retail Rent Period”) (capitalized terms used herein but the Additional Retail Rent requirement shall be deleted from this Lease. Following the deletion of the Additional Retail Rent requirement from this Lease, no Additional Retail Rent and no Additional Rent involving any payment of any portion of the Adjusted Net Cash Flow shall be owed for any use of the Premises. If King of Freight LLC acquires or merges with any existing company that is already within the corporate limits of the City of Wichita, none of the jobs from the existing company or companies are not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein considered “net new jobs” to the contrary, Sublessee may exercise any City and will not be counted as part of the 400 net new job requirement. • After King of Freight LLC and all rights entities which have merged with or been acquired by King of Freight LLC has created the 400 net new jobs with an average wage of at least $50,000.00 per year for employees whose main offices are contained within the corporate limits of the City of Wichita, Kansas within the first five (5) years following the assignment of this Lease to a King of Freight Entity, the King of Freight Entity which is the current Tenant under this Lease may assign this Lease or sublease the Premises to either a retail user or new Tenant or a nonretail user or new Tenant and such user or new Tenant shall not be responsible for the payment of any Additional Retail Rent or Additional Rent involving any payment of any portion of the Adjusted Net Cash Flow SO LONG AS King of Freight LLC and its entities maintains the presence of said 400 net new jobs within the corporate limits of the City of Wichita during and until the conclusion of the King of Freight Additional Retail Rent Period. Under this procedure, any user of the Premises for any purpose that Sublessor has is otherwise allowed under the Master Lease to audit and inspect the Master LessorDevelopment Agreement is permitted and does not require the payment of any Additional Retail Rent even if the user or new Tenant is utilizing the Premises for a retail purpose. Furthermore, following this ▇▇▇▇▇’s books and records relating assignment to such Tax user or new Tenant by the King of Freight Entity, so long as King of Freight LLC and Insurance Charge its entities maintains the 400 net new jobs discussed herein within the Wichita City Limits through the conclusion of the original King of Freight Additional Retail Rent Period, the Additional Retail Rent requirement shall be deleted from this Lease and no Additional Retail Rent and no Additional Rent involving any payment of any portion of the Adjusted Net Cash Flow shall be owed for any use of the Premises regardless of whether a King of Freight Entity remains the Tenant under this Lease. Nevertheless, should King of Freight LLC and its entities fail to seek reimbursement from Sublessor or Master Lessormaintain the 400 net new jobs discussed herein within the Wichita City Limits through the conclusion of the King of Freight Additional Retail Rent Period, as applicable, the Additional Retail Rent requirement shall remain in full force and effect under this Lease and the event an overpayment or discrepancy is discovered. Sublessor current user/Tenant of the Premises shall be responsible for the payment of utilities Additional Retail Rent from the date that King of Freight has failed to maintain the 400 net new jobs discussed herein. • Creating and performance maintaining the 400 net new jobs discussed herein shall be defined as King of repairFreight LLC and all entities which have merged with or been acquired by King of Freight LLC creating and maintaining 400 net new jobs held by employees of King of Freight and its entities with an average wage of at least $50,000.00 per year for employees whose main offices are contained within the corporate limits of the City of Wichita, replacement Kansas. As is customary with economic development incentives, the benchmark to be utilized is the creation of 400 net new positions of employment that did not exist within the King of Freight operation as of the date when this Lease is assigned to a King of Freight Entity where employees receive an average wage of at least $50,000.00 per year, and maintenance as required not the retention of a specific employee who was initially hired for each of these positions. • Pursuant to the terms of this Lease, the King of Freight Additional Retail Rent Period shall begin on the date when this Lease is assigned to a King of Freight Entity and shall conclude ten (10) years following that date regardless of which entity is the current Tenant under the Master this Lease and shall also pay for which entity is currently using the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”)Premises. Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇▇ until agrees to allow representatives of the City of Wichita, Kansas (“City Representative”), after submission of the calculations of Additional Retail Rent for any year, to review and audit the books and records of the current entity using the Premises for compliance with the obligations to pay Additional Retail Rent hereunder if the Premises is being used for a Retail Use as defined herein. If an audit by the City reveals a material understatement of the amount due the City, then Tenant shall pay all reasonable costs of such enforcement audit by an independent certified public accountant of reputable standing. In making the calculations required hereunder, Tenant and City shall apply generally accepted accounting principles, consistently applied. If the Premises is commenced being used by an entity who is not the Tenant hereunder (such as in the case of a sublease), Tenant shall require as a condition of that sublease that any sublessee who uses the Premises for a Retail Use shall make its books and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable records available to Sublessee City Representative for the payment purposes of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained the review discussed by Sublessee as a result thereofthis paragraph. For the Term purposes of verifying its compliance with the requirements for creation and retention of 400 net new jobs within the King of Freight Additional Retail Rent Period described above, King of Freight LLC and all entities which have merged with or been acquired by King of Freight LLC shall certify to the City of Wichita at the time this Lease is assigned to a King of Freight Entity the number of jobs for employees whose main offices are contained within the corporate limits of the SubleaseCity of Wichita, Sublessor Kansas that are currently provided by King of Freight LLC and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days entities as of the date that this Lease was first assigned to a King of each invoiceFreight Entity. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any Annually on the anniversary of the foregoing services assignment of this Lease to a King of Freight Entity, King of Freight LLC shall make a certification as to the number of net new jobs created for employees whose main offices are outsourced, Sublessee shall pay one-half contained within the corporate limits of the total costs to Parent City of these outsourced services. Sublessor Wichita by King of Freight LLC and Sublessee agree that all furniture its entities, Kansas and fixtures in the designated commons areas average wage of the Lease Premisesworkers in these new positions. At any time upon the request of the City of Wichita, including receptionKing of Freight LLC and all entities which have merged with or been acquired by King of Freight LLC shall make available to City Representative the wage records for each new employee position created within the Wichita City Limits, lunch room, conference room(s) and restrooms is Sublessor’s property, but will subject to redaction of individually identifiable employee information. King of Freight LLC shall also be used by both parties, coordinated through Sublessor’s receptionist entitled to make such certifications as to the number of net new jobs on a first come, first served basismore frequent than annual basis if desired by King of Freight LLC.

Additional Rent. Sublessee acknowledges that pursuant In addition to the Base Rent to be paid in accordance with Section 3.1 above, during the Term of this Sublease, Subtenant, as “Additional Rent,” shall pay Tenant’s Share of Building Direct Expenses (as such terms are defined in the Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is ) that are in excess of the Base Tax and Insurance Charge (such increase amount of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein Building Direct Expenses applicable to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, Base Year (as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas chargesdefined below); provided, however, all such Operating that in no event shall any decrease in Building Direct Expenses will be reasonable, customary and obtained at fair market value for any Expense Year (as defined in an arm’s length transactionthe Master Lease) below Building Direct Expenses for the Base Year (as defined in this Sublease) entitle Subtenant to any decrease in Base Rent or any credit against sums due under this Sublease. In order to afford Sublessee the benefits For purposes of this Sublease and of those provisions Sublease, the “Base Year” shall be the calendar year 2010. Sublandlord shall give Subtenant written notice of the Master Lease which by their nature are intended estimated amount of Additional Rent per month payable pursuant to benefit the party in possession this Section 3.2 promptly following Sublandlord’s receipt from time to time of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at SublesseeLandlord’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses estimate of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord amounts payable under the Master Lease and Lease. Provided that Sublandlord has delivered to Subtenant written notice of such failure materially impairs Sublessee’s ability estimated monthly amount, on or before the first day of each month during the Term, commencing on January 1, 2011, Subtenant shall pay to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days Sublandlord such estimated monthly amount as Additional Rent. Such estimated payments of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent shall be reconciled from time to time with the actual amounts thereof due in accordance with the terms and procedures specified in the Master Lease. Any statements of estimated or actual amounts of Additional Rent given by Sublandlord to Subtenant hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced be accompanied by copies of any relevant supporting documentation that Sublandlord received from Landlord with respect thereto, and diligently prosecuted or Sublandlord shall also provide Subtenant with a copy of Landlord’s statement of the Building Direct Expenses for the Base Year (ii) Sublessee may terminate as defined in this Sublease, in which case Sublessor ) within ten (10) days after Sublandlord receives such statement. Additional Rent for any partial month during the Term shall be liable to Sublessee for prorated by multiplying the payment monthly Additional Rent by a fraction, the numerator of any other sum for which Sublessee may become obligated because is the number of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date partial calendar month included in the Term and the denominator of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of which is the total costs to Parent number of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures days in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisfull calendar month.

Additional Rent. Sublessee acknowledges that pursuant In addition to the Master LeaseBase Rent, Sublessor is obligated Sub-Sub-subtenant shall pay to pay annually Sub-Sub-sublandlord when due all other amounts payable by Sub-Sub-subtenant to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has Sub-Sub-sublandlord under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment provisions of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A this Sub-Sub-sublease (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”); provided that Sub-Sub-sublandlord shall have delivered to Sub-Sub-subtenant reasonable backup documentation showing that Sub-Sub-sublandlord shall have incurred such amounts. Sublessee “Additional Rent” shall include any and all amounts other than Base Rent payable hereunder, which, by the terms of the Sub-Sublease, as incorporated herein, would become due and payable by the Sub-subtenant thereunder to Sub-Sublandlord 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 Sub-Sub-subtenant, its agents, officers, representatives, employees, servants, contractors, invitees, licensees or visitors under this Sub-Sub-sublease, including, but not limited to: (i) any increases in Landlord’s, Sublandlord’s or Sub-sublandlord’s fire, rent or other insurance premiums resulting from any act or omission of Sub-Sub-subtenant, (ii) any charges on account of Sub-Sub-subtenant’s use of heating, ventilation or air-conditioning or condenser water, (iii) any charges to Sub-Sub-sublandlord or Sub-Sub-subtenant on account of Sub-Sub-subtenant’s use of special cleaning and freight elevator services or for overtime or other extra services requested or required by Sub-Sub-subtenant, and (iv) any review, approval or other fees charged by Sub-Sublandlord under the Sub-Sublease, Sublandlord under the Sublease or Landlord under the Lease on account of Sub-Sub-subtenant. Following Sub-Sub-subtenant’s receipt of any services for which such Additional Rent would be payable and receipt by Sub-Sub-sublandlord of any statement or written demand from Sub-Sublandlord, Sublandlord or Landlord for payment of any such Additional Rent, Sub-Sub-sublandlord will furnish Sub-Sub-subtenant with a copy of such statement or demand, together with a statement of the amount of any such Additional Rent. Sub-Sub-subtenant shall pay to Sublessor, as additional rent, thirtySub-three percent (33%) (“Sublessee’s Pro Rata Share”) of Sub-sublandlord the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) amount of any Additional Rent related payable under this Sub-Sub-sublease at least two (2) Business Days prior to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions date on which payment thereof is due under the applicable provision of the Master Lease which by their nature are intended Sub-Sublease (provided that such statement or demand shall have been delivered to benefit the party in possession Sub-Sub-subtenant). The obligations of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable outSub-ofSub-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation subtenant to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted survive the expiration or (ii) Sublessee may terminate termination of this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other nonSub-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay oneSub-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basissublease.

Additional Rent. Sublessee acknowledges that (a) If, for any Expense Year ending or commencing within the Term, the Direct Expenses for such Expense Year exceed the Direct Expenses applicable to the Sublease Base Year (the “Excess”),then Subtenant shall, without deduction or right of offset, pay to Sublandlord, in advance, on or before the first (1st) day of each calendar month of such Expense Year, 17.64% (“Subtenant’s Share”) of such Excess in the manner set forth in Section 3.2(b) below. For purposes hereof, the “Sublease Base Year” shall be calendar year 2022. For the avoidance of doubt, no amount is due for such Excess for any portion of the Term of the Sublease occurring in calendar year 2021, and any commercial rent tax or gross receipts tax assessed by the City and County of San Francisco and payable by Subtenant shall be based solely on the Rent pursuant to this Sublease and not any rent payable by Sublandlord pursuant to the Master Lease nor any other gross receipts. In addition, Subtenant shall pay to Sublandlord the amount of electrical costs charged by Master Landlord and applicable to the Subleased Premises (“Electrical Costs”) as Additional Rent pursuant to the terms of this Sublease. (b) For each Expense Year, Subtenant’s monthly payments of Subtenant’s Share of the Excess, plus the Electrical Costs applicable to the Subleased Premises, shall be based on the estimates provided to Sublandlord by Master Landlord under the Master Lease, Sublessor is obligated provided the actual Additional Rent payable by Subtenant pursuant to pay annually to this Section 3.2 shall be based on Master Lessor additional rent equal to a portion Landlord’s annual statement of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge Direct Expenses (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance ChargeAnnual Statement”) for the particular Expense Year. The provisions of this Section 3.2(b) shall survive the expiration or earlier termination of this Sublease. (capitalized terms used herein but not otherwise defined c) Subtenant shall have the meaning right to request Sublandlord to perform an inspection of Master Landlord’s records as provided in Section 4.6 of the Master Lease, provided that Subtenant has requested Sublandlord to perform such audit at least thirty (30) days prior to the expiration of the period to elect an audit, and Sublandlord shall notify Master Landlord prior to the expiration of such period. Following Subtenant’s timely request, Sublandlord shall, within the time period set forth in Section 4.6 of the Master Lease), perform such inspection utilizing a reputable certified public accountant selected by Sublandlord. Sublessor shall deliver to Sublessee promptly after receipt thereof any statements Following the completion of such Tax inspection, the amount of Direct Expenses due from Subtenant for such period covered by such inspection shall be reconciled in the same manner as set forth in Section 4.6 of the Master Lease. Subtenant shall reimburse Sublandlord for all costs and Insurance Charge delivered expenses incurred by Sublandlord to Sublessor by conduct such inspection; provided however, that, if Sublandlord receives a reimbursement from Master Lessor. Notwithstanding anything contained herein Landlord pursuant to the contrary, Sublessee may exercise any and all rights that Sublessor has under Section 4.6 of the Master Lease for such inspection, Sublandlord shall credit Subtenant’s Share of such reimbursement against the next Rent payment due hereunder (or refund such amounts to audit and inspect the Master Lessor’s books and records relating Subtenant if no further Rent may become due from Subtenant). (d) All amounts payable by Subtenant to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicableSublandlord hereunder, in the event an overpayment or discrepancy is discovered. Sublessor addition to Base Rent, shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A deemed additional rent (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee Subtenant shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the only be responsible for such Additional Rent (with obligations arising on or after the exception that Early Access Date; and, notwithstanding anything to the Sublessee has agreed to pay forty percent (40%) of contrary in this Sublease, Subtenant shall have no liability for any Additional Rent related incurred as a result of the failure of Sublandlord, or anyone claiming by, through or under Sublandlord other than Subtenant, to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee perform any of the benefits of this Sublease and of those provisions terms or obligations of the Master Lease which by their nature are intended Lease, and not attributable to benefit the party in possession or reasonably allocable to Subtenant’s use or occupancy of the Lease Subleased Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor hereinafter collectively shall be liable referred to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis“Rent”.

Additional Rent. Sublessee acknowledges that pursuant In addition to the Master LeaseBasic Rent, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor Subtenant --------------- covenants and agrees to enforce pay to Sublandlord as additional rent (the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless"Additional ---------- Rent"), in the good faith determination of Sublessor, the cause lawful money of the enforcement action is United States of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shallAmerica, within five (5) business days ---- after personal delivery or within ten (10) days after mailing of written noticea notice of Additional Rent due (together with a copy of the applicable ▇▇▇▇ or statement received by Sublandlord from Landlord and/or other evidence, validly assign all of its enforcement rights to Sublesseeif any, or either that Additional Rent is due), the following amounts: (i) Sublesseeall additional rent, taxes, utilities, maintenance and operating expenses, and other amounts attributable to the Premises which are payable by Sublandlord in accordance with the terms of the Master Lease (collectively, the "Operating Expenses"); and ------------------ (ii) any and all other costs, charges or expenses (other than the fixed rent payable by Sublandlord under the Master Lease) attributable to the Premises and payable by Sublandlord pursuant to the provisions of the Master Lease. In the event that the amount payable by Sublandlord under the Mater Lease for Operating Expenses and other amounts is adjusted by Landlord at the end of a year or other period, then (i) if there has been a corresponding underpayment of Additional Rent paid by Subtenant, Subtenant shall pay to Sublandlord, at least seven (7) days prior to the date that same are due and payable to Landlord, an amount equal to Subtenant's share of the adjustment; or (ii) if there has been an overpayment in the Additional Rent paid by Subtenant, Sublandlord shall credit against the next pay- ments of Additional Rent coming due hereunder an amount equal to Subtenant's share of such adjustment, or promptly refund such amount to Subtenant if no further Additional Rent shall be due hereunder. The provisions of this paragraph shall survive the Expiration Date or earlier termination of this Sublease. Subtenant's obligation to pay Base accrued Additional Rent hereunder and Sublandlord's obligation to refund any overpayments of Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted survive the expiration or (ii) Sublessee may terminate earlier termination of this Sublease. In the event that Landlord reduces or abates Sublandlord's rental obligations pursuant to the terms of the Master Lease, in which case Sublessor Subtenant shall be liable entitled to Sublessee for the payment its allocable share of any other sum for which Sublessee may become obligated because of Sublessor’s failure, such abatement or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisdiminution.

Additional Rent. Sublessee acknowledges that Sublessee's Proportionate Share of Sublessor's Proportionate Share shall be considered "Additional Rent." Additional Rent shall also include expenses or charges applicable to the Premises, which may be imposed, at any time, on Sublessor pursuant to the Master Lease (expressly excluding any late charges, interest or damages or other charges or penalties imposed on Sublessor due to its negligence, willful misconduct, default or delay beyond any applicable grace period pursuant to the terms of the Master Lease) as described in the Master Lease or incurred by Sublessor in compliance with the Master Lease. As herein used, "Rent" shall include Monthly Rent and Additional Rent to be paid by Sublessee pursuant to this Section 5.b. The payments of Additional Rent required of Sublessee pursuant to this Section shall be made within the same time periods after notice from Sublessor is obligated of the amount owed as are established by the Master Lease for the comparable obligation of Sublessor to pay annually make such payments to Master Lessor additional rent equal to a portion Lessor, or if not so provided therein, within ten (10) days of any increase written notice from Sublessor. Notwithstanding the foregoing, Sublessee's Additional Rent will be payable in the same time and manner as required by the Master Lease. Overpayments and underpayments of Additional Rent shall be handled in the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth same manner as provided in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor Any overpayment by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest refunded to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written noticeafter the reconciliation, validly assign all as long as Sublessee is not otherwise in default of its enforcement rights to Sublessee, or either (i) obligations hereunder. Any underpayment shall be deducted from Sublessee's obligation to pay Base Rent Security Deposit and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor any shortage shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained paid by Sublessee as a result thereof. For the Term within five (5) business days after Sublessee's receipt of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employeesreconciliation. Sublessor shall invoice promptly provide Sublessee for those costs attributable with copies of all relevant estimates and statements prepared by Master Lessor with respect to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisAdditional Rent.

Additional Rent. Sublessee acknowledges Subtenant agrees to pay to Sublandlord, as additional rent under this Sublease, the amount of any additional rent payable by Sublandlord under the Prime Lease other than Operating Expenses thereunder. It is agreed that any and all amounts payable by the Sublandlord under the Prime Lease which are not specifically attributable to either the Subleased Premises or the remainder of the Premises of Sublandlord under the Prime Lease, shall be deemed attributable to the Subleased Premises and included in Additional Rent in the same proportion as the rentable area of the Subleased Premises bears to the rentable area of the Premises of Sublandlord under the Prime Lease. The Additional Rent shall be apportioned during the year in which the Term of this Sublease commences and during the year in which such Term shall end, such that Subtenant shall be obligated to pay a proportionate share of such Additional Rental for the Sublease Premises which is attributable to the number of days of the Term hereof which are included in the period of which such Additional Rental is payable by Sublandlord under the Prime Lease. Sublandlord shall give Subtenant copies of all relevant statements and bills received by Sublandlord pursuant to the Master applicable provisions of the Prime Lease, Sublessor together with a statement of the amount of Additional Rent, if any, which Subtenant is obligated required to pay annually under this section. Subtenant shall pay Additional Rent within thirty (30) days of Subtenant’s receipt of this statement. Subtenant shall also pay to Master Lessor Sublandlord, as Additional Rent, all other amounts payable by Sublandlord pursuant to the Prime Lease (other than Monthly Base Rent and Operating Expenses) which are attributable to the Subleased Premises and the Term of this Sublease or attributable to Subtenant or any person claiming by, through or under Subtenant or any of their respective employees, Subtenants, licensees, agents, contractors and invitees (each, a “Subtenant Party”). Such amounts shall include without, limitation, charges for or related to Tenant’s Taxes, Alterations, costs incurred by Prime Landlord in repairing damage to the Building caused by Subtenant or any Subtenant Party, additional rent equal arising out of Section 6 of the Prime Lease (without limiting any obligations of Subtenant or any rights or remedies of Sublandlord under this Sublease), increased insurance premiums due as a result of Subtenant’s use or occupancy of the Subleased Premises; and amounts expended or incurred by Prime Landlord on account of any default by Subtenant under this Sublease which gives rise to a portion default under the Prime Lease. Subtenant’s obligation to pay Additional Rent shall survive the expiration or earlier termination of any increase this Sublease. Subtenant agrees that the Subtenant’s obligation to pay Rent is not dependent upon the condition of the New Tax and Insurance Charge which is in excess Subleased Premises or the performance by Sublandlord of its duties or obligations hereunder (or the Base Tax and Insurance Charge (such increase performance by Prime Landlord of its duties or obligations under the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Prime Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements For purposes of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrarythis Sublease, Sublessee may exercise “Additional Rent” means any and all rights that Sublessor has under payments required to be made by Subtenant to Sublandlord hereunder during the Master Lease to audit Term, other than the Fixed Rent and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor“Rent” means, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Fixed Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisRent.

Additional Rent. Sublessee acknowledges that pursuant 8.1. Subtenant shall be responsible for its pro-rata share of the total actual electricity charges for the total Sublandlord premises (being 25,425 rentable square feet). Such pro- rata share of electricity charges will be deemed to be “Additional Rent”. Commencing on the Commencement Date and continuing thereafter throughout the Term, Subtenant shall pay Sublandlord its pro-rata share of the total electricity charged to the Master Sublandlord by the Prime Landlord under the Prime Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase . Subtenant’s pro-rata share of the New Tax and Insurance Charge which electricity charges is in excess agreed to be 29.1%, being the quotient of the Base Tax and Insurance Charge (such increase total rentable square feet of the New Tax and Insurance Charge being sublet Premises (7,388 RSF) divided by the “Applicable New Tax and Insurance Charge”) total rentable square feet of the Sublandlord premises (capitalized terms used herein but not otherwise defined shall have the meaning 25,425 RSF). The method of calculating Sublandlord’s electricity payment is set forth in Section 2.8 of the Master Prime Lease). Sublessor Subtenant shall deliver to Sublessee promptly after receipt thereof any statements pay Sublandlord its pro-rata share of the total actual electricity charges for the total Sublandlord premises on a monthly basis, on the first (1st) day of each month of the Term, in accordance with Section 7, above. Such monthly electricity payments shall be the estimated monthly pro-rata share of Sublandlord’s total electricity payment for the total Sublandlord Premises, as reasonably estimated by the Sublandlord. Sublandlord will provide Subtenant with such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein estimated monthly electricity charges prior to the contraryCommencement Date. No later than one- hundred and twenty (120) day after the end of each calendar year falling within the Term, Sublessee may exercise Sublandlord shall render Subtenant a statement in reasonable detail showing the actual total pro- rated electricity charges for the sublet Premises for the preceding calendar year. Said statement shall also show for such period the amounts already paid by Subtenant on account of the estimated monthly payments and the total amount remaining due from, or overpaid by, Subtenant for the period covered by such statement. If such statement shows a remaining balance due to the Sublandlord, Subtenant shall pay the same to Sublandlord before the thirtieth (30th) day following receipt by Tenant of said statement. For any amounts overpaid by Subtenant, such amounts will be credited against the Annualized Rent (set forth in Section 1.10 hereof) next due, or refunded to Subtenant if the Term has then expired and all rights that Sublessor Subtenant has under no further obligation to the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discoveredSublandlord. 8.2. Sublessor Sublandlord shall be remain responsible for the payment of utilities and performance of repair, replacement and maintenance any additional rent as required under outlined in the Master Prime Lease and shall also pay for notwithstanding anything to the provision of services contrary in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of or the Master Lease which by their nature are intended to benefit the party in possession of the Lease PremisesPrime Lease, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee Subtenant shall not be responsible required to make any payment of the additional rent as outlined in the Prime Lease, it being understood that Subtenant’s payment of the Basic Rent includes all taxes, operating expenses, utilities (except electricity), cleaning and other costs for any costs related to benefits, pension or other non-hourly/salary wage related expenses services that may be payable under the Prime Lease for the aforesaid employeesPremises that are not specifically payable by Subtenant to Sublandlord as provided herein, and, accordingly, shall not be passed through to Subtenant. Sublessor Real Estate Taxes and Operating Expenses shall invoice Sublessee be those exclusions applicable to Sublandlord for those costs attributable to Sublessee Payment of Operating Expenses and Sublessee shall pay Sublessor within thirty days of Real Estate Taxes under the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisPrime Lease.

Additional Rent. Sublessee acknowledges that Starting on the Commencement Date and during the Term, in addition to paying the Monthly Rent specified in Section 3.1 above, Subtenant shall pay all of the "Operating Expenses" (as defined in Section 8 of the Master Lease) allocated to Sublandlord under the Master Lease. Such payments by Subtenant, together with any and all other amounts payable by Subtenant to Sublandlord pursuant to the terms of this Sublease, are hereinafter referred to as the "Additional Rent." The calculation, payment and reconciliation of the Additional Rent payments by Subtenant and Sublandlord shall be made in the same manner as between Landlord and Tenant under Section 8 of the Master Lease. Sublandlord shall, at Sublandlord's option, credit or refund to Subtenant Subtenant's Share of any Additional Rent overpayments received by Sublandlord under the Master Lease, Sublessor and Subtenant shall pay to Sublandlord any Additional Rent underpayments prior to the date due from Sublandlord under the Master Lease. Subtenant shall have the right to Audit Annual Reconciliations to the extent described by Section 1A.8 of the Master Lease. Any and all sums Subtenant is obligated to pay annually under the terms of this Sublease shall be construed as rent obligations, in addition to Master Lessor additional the monthly rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transactionthis Sublease. In order to afford Sublessee the benefits addition, such additional rent shall include a service charge of this Sublease and One Hundred Dollars ($100.00) for each of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach Subtenant's dishonored checks returned by the landlord under institution on which said checks are drawn. If, at any time during the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days term of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the Subtenant has tendered payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or by check and Subtenant's bank has returned more than one such payment for any loss sustained by Sublessee as a result thereof. For the Term of the Subleasereason, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase including insufficient funds, Sublandlord may, at 3% per annum)its option, which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree require that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will future payments be used made by both parties, coordinated through Sublessor’s receptionist on a first come, first served basiscashier's check.

Additional Rent. Sublessee acknowledges that pursuant Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord or to Landlord's designated agent in addition to the Master LeaseBasic Rent and as Additional Rent the following: (a) All Taxes relating to the Premises as set forth in Paragraph 9, Sublessor and (b) All insurance premiums relating to the Premises, as set forth in Paragraph 12, and (c) All charges, costs and expenses, which Tenant is obligated required to pay annually hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to Master Lessor additional rent equal pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to a portion comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within FIVE (5) DAYS after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled at the end of each calendar year as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any increase amount of the New Tax and Insurance Charge which is actual expenses expended by Landlord in excess of the Base Tax and Insurance Charge said estimated amount, or Landlord refunding to Tenant (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but providing Tenant is not otherwise defined shall have the meaning set forth in default in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourcedterms, Sublessee covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall pay one-half survive the expiration or other termination of the total costs to Parent term of these outsourced services. Sublessor this Lease, and Sublessee agree that all furniture if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and fixtures settled on the basis of the statement of Additional Rent for such calendar year and shall be prorated in the designated commons areas proportion which the number of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisdays in such calendar year preceding such expiration or termination bears to 365.

Additional Rent. Sublessee acknowledges that pursuant In addition to such Additional Rent as may otherwise be payable under the Master Lease, Sublessor is obligated Lessee shall pay within thirty (30) days of a demand therefor but subject in all cases to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all Lessee's rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master LessorOperative Documents, as applicableAdditional Rent, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities without duplication, all Break Costs, Funding Costs, Reserve Costs, Increased Costs and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A Illegality Costs (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”"ADDITIONAL COSTS"). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) Promptly after Lessor receives notice from any holder of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) Instruments of any Additional Costs to be payable as Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either supply (i) Sublesseea copy of the same to the Lessee; PROVIDED, HOWEVER, that the failure to provide such notice of any Additional Costs shall not affect the Lessor's obligation right to pay Base Rent and recover Additional Rent hereunder for the same but shall thereafter ▇▇▇▇▇ until merely affect the timing of such enforcement is commenced recovery; and diligently prosecuted or (ii) Sublessee may terminate this Sublease, a certificate in reasonable detail setting forth the basis for and the amount of such Additional Costs submitted by the Lessor (on behalf of a holder) to the Lessee which case Sublessor notice shall be liable to Sublessee conclusive and binding for all purposes, absent manifest error. SCHEDULE C ---------- Termination Value ----------------- A. Termination Value. ----------------- The "TERMINATION VALUE" of the payment Property as of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee date shall reimburse the Sublessor for said expenses in be an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those Adjusted Capitalized Cost of the Sublessor or its affiliate. Sublessee shall not be responsible for Property and any costs related to benefits, pension or other non-hourly/salary wage related expenses for Closing Costs incurred in connection with the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days payment of such Adjusted Capitalized Cost and/or the sale of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any Property. B. Adjusted Capitalized Cost: ------------------------- The "ADJUSTED CAPITALIZED COST" of the foregoing services are outsourcedProperty, Sublessee shall pay one-half at any time, as a whole is (i) after the consummation of the total costs refinancing of the Interim Notes contemplated by Article III of the Participation Agreement, the sum of the Series A Portion, Series B Portion and Certificate Portion of the Adjusted Capitalized Cost; and (ii) prior to Parent the consummation of these outsourced servicessuch refinancing of the Interim Notes, the sum of the then outstanding aggregate principal amount of the Interim Notes and the Series 1 Notes, together with interest accrued and unpaid and all other amounts due thereon or with respect thereto, and the Certificate Portion of the Adjusted Capitalized Cost. Sublessor The "SERIES A PORTION" of the Adjusted Capitalized Cost at any time shall be equal to the then outstanding aggregate principal amount of the A-Notes together with interest accrued and Sublessee agree that unpaid and all furniture other amounts due thereon or with respect thereto; The "SERIES B PORTION" of the Adjusted Capitalized Cost at any time shall be equal to the then outstanding aggregate principal amount of the B-Notes, together with interest accrued and fixtures unpaid and all other amounts due thereon or with respect thereto; and The "CERTIFICATE PORTION" of the Adjusted Capitalized Cost at any time shall be equal to the then outstanding aggregate stated amount of the Certificates together with Distributions and all other amounts due thereon or with respect thereto. Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the designated commons areas of Lease (and the other Schedules thereto) to which this Schedule C is attached, including terms defined by reference in the Lease Premisesto the other Operative Documents. C-1 -------------------------------------------------------------------------------- AMENDED AND RESTATED PARTICIPATION AGREEMENT dated as of November 30, including reception2000 among FERRO CORPORATION, lunch room, conference room(s) and restrooms is Sublessor’s propertySTATE STREET BANK AND TRUST COMPANY not in its individual capacity except as expressly stated herein, but will be used by both partiessolely as Trustee, coordinated through Sublessor’s receptionist on a first comeTHE FINANCIAL INSTITUTIONS NAMED HEREIN, first served basis.as Purchasers and CITIBANK, N.A., as Agent -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ---- Preliminary Statement..................................................................................... 1 ARTICLE I................................................................................................. 3 SECTION 1.01. Simultaneous Amendment Effective Date Transactions................................. 3 SECTION 1.02. Amendment of Prior Transaction..................................................... 3

Additional Rent. Sublessee acknowledges that pursuant Subtenant shall pay to Sublandlord Subtenant's pro rata share of the amounts paid by Sublandlord under the Master Lease as "Tenant's Share of Increased Direct Expenses" in the same manner and times under which Sublandlord pays such amounts to Master Landlord under the Master Lease, Sublessor to the extent such amounts accrue during the term of this Sublease. Subtenant's prorata share shall be a fraction, the numerator of which is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase the Rentable Square Footage of the New Tax Subleased Premises, and Insurance Charge the denominator of which is in excess the Rentable Square Footage of the Base Tax and Insurance Charge (such increase Master Premises. In the event either party reasonably determines that the other party is using a disproportionate amount of utilities or services, the parties shall mutually select a qualified independent consultant to determine the equitable allocation of the New Tax cost thereof. In the event Subtenant disputes Master Landlord's determination of "Tenant's Share of Increased Direct Expenses," Sublandlord agrees to cooperate with Subtenant in inspecting and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the auditing Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s Landlord's books and records relating in accordance with the provisions of Section 8.5 of the Original Lease, it 1) concerning the determination of the Increased Direct Expenses shall inure to the benefit of Subtenant as well as to Sublandlord. Sublandlord shall provide Subtenant with copies of all "Estimated Statements" and "Actual Statements" within ten (10) days after they are received from Master Landlord. Subject to Master Landlord's consent, Sublandlord agrees that Subtenant may elect to provide certain services on its own rather than utilize Master Landlord's services (for example, janitorial services). However, Subtenant's providing such Tax services shall not reduce Subtenant's obligation to pay for its pro rata share of the costs for the same services as contained in Tenant's Share of Increased Direct Expenses, unless Master Landlord agrees to eliminate the amount of such costs allocable to the Subleased Premises from Tenant's Share of Increased Direct Expenses. Notwithstanding the foregoing, Sublandlord and Insurance Charge Subtenant will ensure that prior to the Commencement Date the Subleased Premises will be separately metered for electricity, and therefore Subtenant shall directly pay to seek reimbursement from Sublessor or Master Lessorthe electricity provider, as applicableprior to the due date thereof, all charges for electricity usage in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges)Subleased Premises; provided, however, in the event that the Parties are unable to cause the electricity provider to provide a direct billing to Subtenant, Subtenant shall pay to Sublandlord as additional rent hereunder, all charges for such Operating Expenses will be reasonable, customary electricity within thirty (30) days following Subtenant's receipt of an invoice therefor and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions a copy of the Master Lease which by their nature are intended to benefit electricity provider's billing showing the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, electricity usage in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Subleased Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis.

Additional Rent. All monies other than Base Rent required to be paid by Sublessor under the Master Lease as to the Subleased Premises shall be paid by Sublessee acknowledges 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”); provided, however that Sublessee shall only be liable for any amounts payable by Sublessor to Master Lessor as “Operating Expenses”, “Real Estate Taxes” and “Utilities” (as defined in Section 4.2 of the Master Lease) to the extent the same are in excess of any amounts payable by Sublessor as to the Subleased Premises in calendar year 2009 (the “Base Year”). Sublessee and Sublessor agree that the Subleased Premises account for 72.64% of the obligation for total Operating Expenses, Real Estate Taxes and Utilities chargeable to Sublessor pursuant to the Master Lease, Sublessor is obligated for purposes of calculating those costs chargeable to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is Subleased Premises in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease)Year. Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder hereinafter collectively shall thereafter ▇▇▇▇▇ until such enforcement is commenced be referred to as “Rent”. Sublessee and diligently prosecuted or (ii) Sublessor agree, as a material part of the consideration given by Sublessee may terminate to Sublessor for this Sublease, subject to the Base Year above, that Sublessee shall pay all costs, expenses, taxes, insurance, maintenance and other charges of every kind and nature arising in which case connection with this Sublease, the Master Lease as to the Subleased Premises, or the Subleased Premises, such that Sublessor shall be liable to Sublessee receive, as a net consideration for this Sublease, the payment Base Rent payable under Paragraph 4.A. hereof. Notwithstanding the foregoing, in the event any cost or expense is incurred under the Master Lease for Sublessee’s sole benefit (including the disproportionate use of any other sum for which Sublessee may become obligated because of Sublessor’s failure, utilities or for any loss sustained by Sublessee dedicated HVAC units) or as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor Sublessee’s request for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person certain services (each to increase at 3% per annumsuch as after hours HVAC charges), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisentire cost thereof.

Additional Rent. Sublessee acknowledges Subtenant shall pay to Sublandlord, as additional rent during the Term, the percentage of the Direct Expenses (as defined in the Master Lease) that correspond to the phased-in Portion of the Premises for Calculations for such period of the Term (the “Direct Expense Share”). For clarity, during the applicable period of the Term, the Direct Expense Share to be paid by Subtenant shall be calculated as the Direct Expenses owed by Sublandlord pursuant to the Master Lease for such period, multiplied by the percentage of the Premises listed above in Section 3.1. Notwithstanding the foregoing, if, prior to January 31, 2019, Subtenant actually conducts business operations in a portion of the Premises that is greater than the specific portion of the Premises listed in Section 3.1 above for such specific Period, from and after such occupancy, the Portion of the Premises for Calculations used to calculate Subtenant’s Direct Expense Share shall automatically increase to include the larger portion of the Premises in which Subtenant is actually conducting business operations from and after the date of such conduct through the remainder of the Sublease Term. Sublandlord shall have the right to inspect the Premises for the purpose of verifying the portion of the Premises in which Subtenant is actually conducting business operations as set forth above. Subtenant shall pay the Direct Expense Share to Sublandlord monthly with Base Rent, and Sublandlord shall remain responsible for paying to Landlord the difference between the Direct Expenses owing under the Master Lease and the Direct Expense Share paid by Subtenant pursuant to the terms herein. Notwithstanding the foregoing, in the event any cost or expense is incurred under the Master Lease for Subtenant’s sole benefit (including the disproportionate use of utilities) or as a result of Subtenant’s request for certain services (such as after-hours HVAC charges), Subtenant shall pay the entire cost thereof. The Direct Expense Share payable by Subtenant shall not be subject to any surcharge or profit imposed by Sublandlord. The Direct Expenses under the Master Lease from which the Direct Expense Share is calculated shall be reflective of the actual expenses due by Sublandlord to Landlord pursuant to the Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis.

Additional Rent. Sublessee acknowledges As and for additional rent (the "Additional Rent") for the Premises, Tenant shall pay Landlord, commencing on the Rental Commencement Date, CAM Expenses, increases, if any, in Property Taxes of the Property Taxes paid by the Landlord under the Prime Lease in 2000, the Base Year, and Insurance Costa incurred by the Landlord under the Prime Lease over Insurance Costs incurred in 2000 (collectively, "Operating Costs"). Tenant shall pay to Landlord as additional rent a prorata portion of the amounts payable by Landlord as Operating Costs under the Prime Lease. The prorata amount shall be determined by multiplying the total amount of Operating Costs that pursuant to the Master Lease, Sublessor Landlord is obligated required to pay annually to Master Lessor under the Prime Lease by a fraction, the numerator of which is 15,000 and the denominator of which is 40,749, Such additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible payable as and when Operating Costs are payable by Landlord. If the Prime Lease provides for the payment by Landlord of utilities Operating Costs on the basis of an estimate thereof, then as and performance of repair, replacement when adjustments between estimated and maintenance as required actual Operating Costs are made under the Master Lease and shall also pay for the provision of services in Schedule A (collectivelyPrime Lease, the “obligations of Landlord and Tenant hereunder shall be adjusted in a like manner; and if any such adjustment shall occur after the expiration or earlier termination of the Term, then the obligations of Landlord and Tenant under this subsection 5 shall survive such expiration or termination. Landlord shall, upon request by Tenant, furnish Tenant with copies of all statements submitted to Landlord of actual or estimated Operating Expenses,” together with Costs during the Applicable Tax and Insurance ChargeTerm. In addition to the foregoing, the “Additional Rent”). Sublessee Tenant shall pay to Sublessor, Landlord as additional rent, thirty-three percent rent the sum of Three Hundred Dollars (33%$300.00) (“Sublessee’s Pro Rata Share”) on the Rental Commencement Date and on each anniversary of the Additional Rent (with Rental commencement Date during the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits term of this Sublease and in lieu of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s requesta security deposit. Sublessee Additional Rent shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five due thirty (530) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublesseefollowing Tenant's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result receipt thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basis.

Additional Rent. Sublessee acknowledges that pursuant In addition to the Master LeaseBase Rent, Sublessor is obligated the Lessee shall pay to pay annually to Master the Lessor additional rent equal (the "Additional Rent") which shall equal, in each calendar year during the Term, the sum of (a) the Additional Rent payable with respect to a portion the immediately preceding calendar year plus (b) twelve percent (12%) of Excess Gross Revenues for the then current calendar year. Additional Rent shall accrue commencing on August 1, 1999, and shall be payable during the Term, quarterly in arrears, commencing on October 20, 1999 ("Additional Rent Commencement Date") and there shall be an annual reconciliation as provided in Section 3.2 below. Notwithstanding the foregoing, in no event shall any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise Additional Rent for any calendar year exceed two and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirtyone-three half percent (332.5%) (“Sublessee’s Pro Rata Share”) of the total of Base Rent and Additional Rent payable with respect to the immediately preceding calendar year. Additional Rent payable hereunder for any fractional calendar year shall be prorated so that such Additional Rent shall equal the product of (x) the Additional Rent payable with respect to the exception that the Sublessee has agreed immediately preceding calendar year plus an amount equal to pay forty twelve percent (4012%) of any Additional Rent related to electricity the annualized Excess Gross Revenues for the applicable fractional calendar year multiplied by (y) a fraction (the "Proration Factor"), the numerator of which is the number of days in the applicable fractional calendar year and gas charges)the denominator of which is 365; provided, however, all such Operating Expenses will be reasonablethat, customary in no event shall the Additional Rent payable during (a) the calendar year in which the Additional Rent Commencement Date occurs exceed the product of two and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions one-half percent (2.5%) of the Master Lease which total of Base Rent payable with respect to the immediately preceding calendar year multiplied by their nature are intended to benefit the party in possession applicable Proration Factor and (b) any other fractional calendar year increase by more than the product of two and one-half percent (2.5%) of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses total of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable payable with respect to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained immediately preceding calendar year multiplied by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisapplicable Proration Factor.

Additional Rent. Sublessee acknowledges that pursuant In addition to the Master LeaseBasic Rent to be paid by ---------------- Sublessee, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, during the Term of this Sublease, as additional rent, thirtyrent (hereinafter "Additional Rent"): A. Ninety-three percent and 47/100 (3393.47%) (“Sublessee’s Pro Rata Share”) percent of the Additional Rent (with the exception that the Sublessee has agreed Landlord's Tax Costs due from Sublessor to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord Landlord under the Master Lease except that the Base Tax Year shall be the City of Waltham fiscal year beginning July 1, 1995 and ending June 30, 1996. B. Ninety-three and 47/100 (93.47%) percent of the Landlord's Operating Costs due from Sublessor to the Landlord under the Master Lease except that the Base Operating Costs shall be Landlord's Operating Costs for calendar year 1996. C. As Additional Rent, $0.85 (85(cent)) per square foot per year for electricity charges for the Demised Premises. D. All other rent, additional rent, costs, charges and expenses which Sublessor is required to pay to Landlord under the Master Lease with respect to the Demised Premises only. Upon receipt of Landlord's Statement or Landlord's Tax Statement from Landlord pursuant to the provisions of Section 4.2 of the Master Lease, Sublessor shall deliver such failure materially impairs Sublessee’s ability Statement to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days Sublessee with a detailed description of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and share of Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced servicesRent. Sublessor and Sublessee agree that all furniture at the end of each fiscal year for Operating Costs, and fixtures in the designated commons areas of the Lease Premiseseach Tax Year for Tax Costs, including receptionan appropriate payment or refund shall be made within twenty-five (25) days after Sublessor delivers to Sublessee Landlord's Statement or Landlord's Tax Statement, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisas applicable.

Additional Rent. Sublessee acknowledges that pursuant All sums payable by Tenant under this Lease other than Base Rent shall be deemed "Additional Rent;" the term "Rent" shall mean Base Rent and Additional Rent. Landlord shall estimate in advance and charge to Tenant the Master following costs, to be paid with the Base Rent on a monthly basis throughout the Lease Term: (i) all Real Property Taxes for which Tenant is liable under Section 5.01 and 5.02 of the Lease, Sublessor (ii) all utility costs (if utilities are not separately metered) for which Tenant is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase liable under Section 6.01 of the New Tax Lease, (iii) all insurance premiums for which Tenant is liable under Sections 7.01 and Insurance Charge which is in excess 7.06 of the Base Tax Lease and Insurance Charge (such increase iv) all OAM Expenses for which Tenant is liable under Section 8.04 of the New Tax Lease. Collectively, the aforementioned Real Property Tax, insurance, utility, and Insurance Charge being OAM Expenses (if not paid by Tenant directly) shall be the “Applicable New Tax "Total Operating Costs." Landlord may adjust its estimates of Total Operating Costs at any time based upon Landlord's experience and Insurance Charge”reasonable anticipation of costs. Such adjustments shall be effective as of the next Rent payment date after notice to Tenant. Within one hundred twenty (120) (capitalized terms used herein but not otherwise defined shall have days after the meaning set forth in end of each fiscal year during the Master Lease). Sublessor Lease Term, Landlord shall deliver to Sublessee promptly Tenant a statement prepared in accordance with generally accepted accounting principles setting forth, in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding fiscal year. Within thirty (30) days after Tenant's receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrarystatement, Sublessee may exercise any and all rights that Sublessor has under the Master Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, as applicable, in the event an overpayment or discrepancy is discovered. Sublessor there shall be responsible an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the case may be) in order that Landlord shall receive the entire amount of Tenant's share of such costs and expenses for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to Sublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transactionperiod. In order addition to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the landlord under the Master Lease and such failure materially impairs Sublessee’s ability to conduct its business at the Lease Premises, then Sublessor shall, within five (5) business days of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Total Operating Expenses, Tenant is required hereunder to pay directly to suppliers, vendors, carriers, contractors, etc. certain insurance premiums, utility costs, personal property taxes, maintenance and repair and other expenses collectively "Additional Expenses." If Landlord pays for any Additional Expenses in accordance with the terms of this Lease, Tenant's obligation to reimburse such costs shall be an Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, obligation payable in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated full with the receptionist and one building services/security personnext monthly Rent payment. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum)Unless this Lease provides otherwise, which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee Tenant shall pay Sublessor within thirty days all Additional Rent then due with the next monthly installment of the date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the foregoing services are outsourced, Sublessee shall pay one-half of the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by both parties, coordinated through Sublessor’s receptionist on a first come, first served basisBase Rent.