Common use of Additional Rent Clause in Contracts

Additional Rent. Tenant shall pay its pro-rata share of Operating Expenses. Within sixty (60) days after the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurred.

Additional Rent. Tenant shall pay its pro-rata share pay, as Additional Rent ("Additional Rent"), prorated for that part of the Lease Term within the applicable calendar year, Tenant's Percentage Share ("Tenant's Percentage Share"), as hereafter defined, of the total amount of (i) the annual operating expenses ("Operating Expenses"), as hereafter defined, and (ii) the annual taxes ("Taxes"), for the Building. Within sixty For all years during the Lease Term, Landlord shall, in advance, reasonably estimate for each such calendar year the total amount of the Additional Rent. One-twelfth (601/12) days after of the first day estimated Additional Rent (plus all applicable taxes now existing or hereafter enacted) shall be payable monthly, along with the monthly payment of the Base Rent. Landlord shall use its best efforts to make such estimate on or before January 1 of each calendar year, . On or before March 31 following a reasonable period thereafteryear for which Additional Rent is payable hereunder, Landlord shall furnish use its best efforts to provide Tenant an estimate with the amount of Tenant’s pro-rata share of reimbursable Operating Expenses the actual Additional Rent for the ensuing calendar previous year. Tenant shall pay to Landlord 1/12th , and a reasonable breakdown of said estimate at the same time and place as the Base items included therein, together with an invoice for any underpayments of Additional Rent is (to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty within thirty (12030) days following receipt of such invoice, or to be included with the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord isnext monthly payment of Rent, whichever shall first occur) or a check to Tenant to reimburse Tenant for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified aboveoverpayment of Additional Rent. Tenant will pay any deficiency to Landlord as shown by such statement within For a period of thirty (30) days after receipt of statement. If the total amount paid by aforedescribed reconciliation statements, Tenant shall have the right, upon advance notice, to visit Landlord's office in the Building during any calendar year exceeds the actual amount of Business Hours, as hereafter defined, to inspect its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing concerning the reimbursable Operating Expenses Additional Rent. The delivery of the aforedescribed projection statement after January 1 and/or the reconciliation after March 31 shall not be deemed a waiver of any of Landlord's rights to collect monies and/or a waiver of any of the duties and obligations of Tenant as described in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year this section or as provided elsewhere in which such Operating Expense was incurredthis Lease.

Additional Rent. Tenant shall pay its pro-rata share of Operating Expenses. Within sixty (60) days after the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant Subtenant shall pay to Landlord 1/12th of said estimate at Sublandlord as "Additional Rent" when the same time is due under the Master Lease all amounts set forth in Sections 6, 7, 8 and place 10 of the Fourth Amendment to Lease dated March 31, 2010 (“Fourth Amendment”), by and between Sublandlord and Master Landlord, as the well as $12,501 per annum, payable in monthly installments of $1,041.75, for Subtenant’s contribution for parking lot expenses. All Base Rent and Additional Rent is collectively referred to be paid pursuant to paragraph 3as, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates"Rent". In the event that Landlord isSubtenant is required to make a payment to Sublandlord pursuant to Section 10 of the Fourth Amendment, Sublandlord agrees to take commercially reasonable efforts to assist Subtenant as Subtenant may from time to time request in seeking to collect any such amounts from Southwest Florida Health System, Inc. (“Consult-A-Nurse”), however, Subtenant shall reimburse Sublandlord for any reason, unable all reasonable costs and expenses (including reasonable attorneys' fees) actually incurred by Sublandlord in connection therewith. If Subtenant gives notice to furnish the accounting Sublandlord requesting that Sublandlord institute an appropriate action or proceeding for the prior year enforcement of said obligations against Consult-A-Nurse and Sublandlord shall fail to do so within the a reasonable time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty after Subtenant’s written request therefor (30) no less than 20 days after receipt of statement. If such written request), then Subtenant shall have the total amount paid by Tenant during any calendar year exceeds right to institute an appropriate action or proceeding against Consult-A-Nurse in the actual amount name of its share Sublandlord to enforce Sublandlord’s rights under the Office Building Lease for the fourth floor of the reimbursable Operating Expenses due for Premises between Sublandlord and Consult-A-Nurse which are applicable to Subtenant by virtue of this provision (and Sublandlord shall reasonably cooperate with such calendar year, the excess will reasonable requests of Subtenant as may be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses necessary to enable Subtenant to proceed in accordance with generally accepted accounting principles. LandlordSublandlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredname).

Additional Rent. Tenant shall pay its pro-rata share of Operating Expenses. Within sixty (60) days after the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish Subtenant agrees to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Sublandlord, as “Additional Rent” hereunder and without any deduction or setoff whatsoever, 100% of the amounts paid with respect to “Operating Costs” (as defined in the Prime Lease) above the amounts paid for calendar year 2008, and 100% of the amounts paid with respect to “Taxes” (as defined in the Prime Lease) above the amounts paid for fiscal year 2008 (i.e. July 2007 through June 2008). Sublandlord shall provide Subtenant with all documentation furnished to Sublandlord by Prime Landlord 1/12th under the Prime Lease with respect to Operating Costs and Taxes (the “Statement of said estimate Expenses”). Subtenant shall make monthly payments to Sublandlord on account of Prime Landlord’s estimation of amounts payable by Subtenant with respect to Operating Costs and Taxes in the same manner and at the same time and place as the Base Rent is paid hereunder. Subtenant may, within 90 days after receiving Sublandlord’s Statement of Expenses, give Sublandlord written notice (“Review Notice”) that Subtenant intends to be paid pursuant to paragraph 3, above. Landlord will furnish a statement review Sublandlord’s records of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the for that calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the Within a reasonable time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statementthe Review Notice, Sublandlord shall make all pertinent records available for inspection that are reasonably necessary for Subtenant to conduct its review. If any records are maintained at a location other than the total amount paid by Tenant during office of the Building, Subtenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. Within 60 days after the records are made available to Subtenant, Subtenant shall have the right to give Sublandlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Sublandlord’s Statement of Expenses for that year. If Subtenant fails to give Sublandlord an Objection Notice within the 60 day period or fails to provide Sublandlord with a Review Notice within the 90 day period described above, Subtenant shall be deemed to have approved Sublandlord’s Statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Subtenant provides Sublandlord with a timely Objection Notice, Sublandlord and Subtenant shall work together in good faith to resolve any issues raised in Subtenant’s Objection Notice. If Sublandlord and Subtenant determine that Expenses for the calendar year exceeds are less than reported, Sublandlord shall provide Subtenant with a credit against the actual next installment of Rent in the amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded overpayment by Landlord within thirty (30) days of the date of the statementSubtenant. Landlord will keep books and The records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense obtained by Subtenant shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredtreated as confidential.

Additional Rent. Tenant Subtenant agrees to pay Sublandlord of the following amounts (collectively, 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(e). Subtenant shall pay its proone-rata share twelfth (1/12th) of Operating Expenses. Within sixty (60) days after Sublandlord’s 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 “Expense Statement”) showing the Shared Building Area Costs, Project Operating Costs, Project Insurance Costs and Project Property Taxes during such year and calculating the Additional Rent for such year. Notwithstanding anything to the contrary contained herein, if Sublandlord fails to charge Subtenant for any amount that may be included in Shared Building Area Costs, Project Operating Costs, Project Insurance Costs or Project Property Taxes within one (1) year after the end of the calendar year in which Sublandlord paid such amount, then Sublandlord shall cease to have the right to charge Subtenant for its share of such amount under this Section 4(b). If the estimated payments made by Subtenant pursuant to this section are not sufficient to cover the actual amount of the Additional Rent for any calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant then Subtenant shall pay to Landlord 1/12th of said estimate at Sublandlord the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after Subtenant’s receipt of statementthe Expense Statement for such year. If the total amount paid estimated payments made by Tenant during any calendar year exceeds Subtenant pursuant to this section exceed the actual amount of its share of the reimbursable Operating Expenses due Additional Rent for such any calendar year, then the excess will 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 by Landlord to Subtenant within thirty (30) days thereafter, except if Subtenant is in default hereunder, Sublandlord shall not be required to refund such excess until the default is cured by Subtenant. Within one hundred eighty (180) days after its receipt of any Expense Statement, Subtenant or its authorized representatives may review Sublandlord’s records related to the Additional Rent detailed in such Expense Statement; provided such review shall be conducted at Sublandlord’s offices during normal business hours and Subtenant shall schedule such review at a time reasonably acceptable to Sublandlord. If any such review reveals that Subtenant has paid Sublandlord more than the Additional Rent for any year due under this section (an “Expense Overpayment”), then (i) Subtenant shall notify Sublandlord, in writing, of the date 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 statementAdditional Rent owed by Subtenant under this section for any year (an “Expense Underpayment”), then Subtenant shall pay to Sublandlord the Expense Underpayment within thirty (30) days after completion of such review. Landlord will keep books 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 showing related to Additional Rent whose fee is based, in whole or in part, on the reimbursable Operating Expenses results of such inspection, review or audit. Notwithstanding anything to the contrary contained herein, if Subtenant does not review Sublandlord’s records related to any Additional Rent within the one hundred eighty (180) day period provided under this section or Subtenant does not notify Sublandlord, in accordance with generally accepted accounting principles. Landlord’s writing, of an Expense Overpayment within the period required under this section, then Subtenant shall cease to have any right to be reimbursed for any particular Operating review such records or receive a refund of such Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredOverpayment.

Additional Rent. All sums payable by Tenant under this Lease other than Base Rent shall pay its pro-rata share of Operating Expensesbe deemed “Additional Rent;” the term “Rent” shall mean Base Rent and Additional Rent. Within sixty (60) days after Landlord shall estimate in advance and charge to Tenant the following costs, to be paid with the Base Rent on a monthly basis throughout the Lease Term, but commencing with the first day of each calendar yearthe first month of the Lease Term: (i) all Real Property Taxes for which Tenant is liable under Sections 5.01 and 5.02 of this Lease, or a reasonable period thereafter(ii) all utility costs (if utilities are not separately metered) for which Tenant is liable under Section 6.01 of this Lease, Landlord shall furnish to (iii) all insurance premiums for which Tenant an estimate is liable under Sections 7.01 and 7.06 of Tenant’s pro-rata share of reimbursable Operating this Lease and (iv) all CAM Expenses for which Tenant is liable under Section 8.04 of this Lease. Collectively, the ensuing calendar year. Tenant aforementioned Real Property Taxes, insurance, utility, and CAM Expenses shall pay be referred to Landlord 1/12th of said estimate at the same time and place as the Base Rent “Total Operating Costs”. For reference purposes only and not as any representation by Landlord as to such information, the 2010 budget for the Total Operating Costs is to be paid pursuant to paragraph 3, aboveattached hereto as Exhibit H and incorporated herein by this reference. Landlord will furnish a statement may adjust its estimates of Total Operating Costs at any time based upon Landlord’s experience and reasonable anticipation of costs. Such adjustments shall be effective as of the actual cost with respect next Rent payment date after notice to the reimbursable Operating Expenses no later than Tenant. Within one hundred twenty (120) days following after the calendar year-end including the year following the year in which of each Fiscal Year during the Lease terminates. In the event that Term, Landlord isshall deliver to Tenant a statement prepared in accordance with generally accepted accounting principles setting forth, for any reason, unable to furnish the accounting for the prior year within the time specified abovein reasonable detail, the Total Operating Costs paid or incurred by Landlord will furnish during the preceding Fiscal Year and Tenant’s Pro Rata Share of such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified aboveexpenses. Tenant will pay any deficiency to Landlord as shown by such statement within Within thirty (30) days after Tenant’s receipt of such statement. If , there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the total amount paid by Tenant during any calendar year exceeds case may be) in order that Landlord shall receive the actual entire amount of its share Tenant’s Pro Rata of the reimbursable Operating Expenses due such costs and expenses for such calendar yearperiod. In addition to its obligation to pay Base Rent and its Pro Rata Share of Total Operating Costs, the excess will be refunded by Tenant is required hereunder to pay directly to its suppliers, vendors, carriers and contractors, certain insurance premiums, utility costs, personal property taxes, maintenance and repair costs and other expenses, collectively “Additional Expenses.” If Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating pays for any Additional Expenses in accordance with generally accepted accounting principles. Landlordthe terms of this Lease, Tenant’s right obligation to be reimbursed for any particular Operating Expense reimburse such costs shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following Additional Rent obligation payable in full with the year in which such Operating Expense was incurrednext monthly Rent payment.

Additional Rent. Undertenant acknowledges that pursuant to Paragraph 2.2, Additional Rental, of the Prime Lease, Tenant is obligated to pay to Prime Landlord additional rent on account of Operating Expenses and Real Estate Taxes for the Building, as more particularly described in such Paragraph. Additionally Undertenant acknowledges that pursuant to Paragraph 5, Additional Rental, of the Sublease, Underlandlord is obligated to pay to Tenant additional rent on account of the same Operating Expenses and Real Estate Taxes for the Building. Undertenant shall pay to Underlandlord, with its pro-rata share monthly payment of Operating Expenses. Within sixty (60) days Base Rent from and after the first day of each calendar yearRent Commencement Date, or a reasonable period thereafterUndertenant's proportionate share (being fixed at 35.41%), Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses provided that, for the ensuing purpose of this Secondary Sublease, the Undertenant's Base Year shall be the 2004 calendar year. Underlandlord shall deliver to Undertenant promptly after receipt thereof, any documentation and statement of Operating Expenses or Real Estate Taxes delivered to Underlandlord by Tenant shall pay to Landlord 1/12th of said estimate or Prime Landlord. Additional Rent payable hereunder for any partial calendar month at the same time beginning or end of the Secondary Sublease Term shall be pro-rated on a daily basis. Upon Undertenant's written request, and place as subject to the Base Rent is terms and conditions of the Prime Lease, Underlandlord shall cause an audit to be paid pursuant to paragraph 3conducted of Prime Landlord's books and records. Said audit shall be conducted at the sole cost and expense of Undertenant. All demands made by Underlandlord for payment of additional rent by Undertenant hereunder, above. Landlord will furnish a statement of the actual cost with respect shall be accompanied by appropriate supporting documentation, to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable extent such supporting documentation is provided to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredUnderlandlord.

Additional Rent. Tenant “Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay its pro-to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating ExpensesCost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Within sixty Such Additional Rent amounts shall be paid by Subtenant within ten (6010) days after the first day of each calendar year, or a reasonable period thereafter, Landlord receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall furnish to Tenant an estimate be 20.11% of Tenant’s pro-rata share Operating Cost Share relating solely to the Premises and 20.11% of reimbursable Operating Expenses for Tenant’s Exterior Common Area Cost Share relating solely to the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place Premises, as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement those terms are defined in Section 7.1(a) of the actual cost with respect Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the reimbursable calculation of the annual Operating Expenses no later than one hundred twenty (120) days following Expense statement as permitted under the calendar year-end including the year following the year in which the Lease terminatesMaster Lease. In the event that Landlord isSublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, for any reason, unable to furnish the accounting then Sublandlord shall reimburse Subtenant for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. LandlordSubtenant’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years overpayment promptly following the year in which conclusion of such Operating Expense was incurredaudit.

Additional Rent. Tenant 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 its pro-rata share Tenant’s Share of Operating ExpensesBuilding Direct Expenses (as such terms are defined in the Master Lease) that are in excess of the amount of Building Direct Expenses applicable to the Base Year (as defined below); provided, however, that in no event shall any decrease in Building Direct Expenses for any Expense Year (as defined in the 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. Within sixty (60) days after For purposes of this Sublease, the “Base Year” shall be the calendar year 2010. Sublandlord shall give Subtenant written notice of the estimated amount of Additional Rent per month payable pursuant to this Section 3.2 promptly following Sublandlord’s receipt from time to time of Landlord’s estimate of such amounts payable under the Master Lease. Provided that Sublandlord has delivered to Subtenant written notice of such estimated monthly amount, on or before the first day of each calendar yearmonth during the Term, commencing on January 1, 2011, Subtenant shall pay to Sublandlord such estimated monthly amount as Additional Rent. Such estimated payments of 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 be accompanied by copies of any relevant supporting documentation that Sublandlord received from Landlord with respect thereto, and Sublandlord shall also provide Subtenant with a reasonable period thereafter, Landlord shall furnish to Tenant an estimate copy of TenantLandlord’s pro-rata share statement of reimbursable Operating the Building Direct Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place Base Year (as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty defined in this Sublease) within ten (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (3010) days after receipt of Sublandlord receives such statement. If Additional Rent for any partial month during the total amount paid Term shall be prorated by Tenant during any calendar year exceeds multiplying the actual amount of its share of the reimbursable Operating Expenses due for such calendar yearmonthly Additional Rent by a fraction, the excess will be refunded by Landlord within thirty (30) numerator of which is the number of days of the date partial calendar month included in the Term and the denominator of which is the statement. Landlord will keep books and records showing total number of days in the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredfull calendar month.

Additional Rent. In addition to Yearly Rent, Tenant covenants and agrees to pay to Lessor for that portion of calendar year 2001, commencing on January l, 2002, and for each calendar year thereafter during the Lease term, a sum equal to the amount by which Taxes and Operating Expenses per rentable square foot of the building (Taxes and Operating Expenses divided by 662,845) for such calendar year exceed the actual Taxes and Operating Expenses per square foot for calendar year 2001 (Base Cost) multiplied by the rentable square feet of the premises ("Additional Rent"). Prior to January l, 2002, and prior to each January l thereafter during the Lease term, Lessor shall notify Tenant in writing of the estimated Additional Rent to be paid by Tenant during the forthcoming calendar year. Notwithstanding the foregoing, Lessor shall use its best efforts to inform Tenant of the estimated Additional Rent for the subsequent calendar year before December l5, of each year during the lease term. Unless the area of the premises changes during such calendar year or this Lease expires or is terminated before the end of such calendar year, Tenant shall pay its pro-rata share the estimated Additional Rent for such calendar year in twelve (l2) equal monthly installments on the first day of Operating ExpensesJanuary and the first day of each month thereafter during the calendar year. Additional Rent for any fraction of a calendar year falling within the Lease term shall be prorated on the basis of the number of days of the Lease term within the calendar year compared to 365. Monthly installments of Additional Rent for any such fraction of a calendar year shall be determined as if the entire calendar year were included in the Lease Term, but shall be paid only on the first day of the months within the Lease term, subject to proration for fractional months. After the end of each calendar year, any part of which is included in the Lease term, beginning with calendar year 2001, Lessor shall notify Tenant in writing of Lessor's determination of the actual Additional Rent payable by Tenant during such completed calendar year. Within sixty (60) days after Lessor's notice to Tenant, if the first day estimated Additional Rent paid by Tenant is less than the actual Additional Rent, Tenant shall pay the deficiency to Lessor. If the estimated Additional Rent is in excess of each calendar yearthe actual Additional Rent, the excess shall be applied to any rent due or a reasonable period thereafter, Landlord next coming due under this Lease. Tenant shall furnish not be entitled to Tenant an estimate of Tenant’s pro-rata share of reimbursable any credit or payment from Lessor if Taxes and Operating Expenses are less than the Base Cost for the ensuing any calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurred.Holding Over

Additional Rent. Tenant shall pay its pro-rata share reimburse to Landlord monthly, throughout the Term of Operating Expensesthe Lease and any extension of this Lease, Tenant’s Share (as that term is hereinafter defined) of the following Additional Rent: Common Area Maintenance (CAM) expenses, Real Estate Taxes/Assessments, any Utilities not paid directly by Tenant, and any Miscellaneous Charges or Reimbursements. Within sixty 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 (60) see Exhibit C). During the Term of Lease and/or any extension of this Lease, Landlord, within 120 days after the first day of each calendar yearyear end, or a reasonable period thereafter, Landlord shall furnish will provide to Tenant an estimate a written statement of Tenant’s pro-rata actual CAM and Real Estate Taxes/Assessments expenses. If Tenant has underpaid its share of reimbursable Operating Expenses for the ensuing calendar year. any of these expenses, Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to reimburse Landlord as shown by such statement invoiced within thirty ten (3010) days after receipt of statementsuch invoice. If Tenant has overpaid its share of any of these expenses, Landlord will credit such amount against the most current monthly invoice. If the total amount paid by Tenant during any Term of Lease is less than one calendar year exceeds 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 amount CAM and Real Estate Taxes/Assessments expenses statement for a period of its share one (1) year after receipt of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the said statement. Landlord will keep books Tenant waives its right to audit the actual CAM and records showing Real Estate Taxes/Assessments expenses if Tenant fails to exercise such right during said one (1) year period. Tenant’s Share is fifty and seventy-four one hundredths percent (50.74%), which is the reimbursable Operating Expenses quotient of 28,388 rentable square feet in accordance with generally accepted accounting principlesthe Demised Premises divided by 55,950 rentable square feet in the Building. Landlord’s right to be reimbursed , at its election, may invoice for reimbursement(s) of any particular Operating Expense shall be waived if an invoice therefor is Utility usage not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredpaid directly by Tenant.

Additional Rent. Tenant (a) Commencing as of January 1, 2004, Subtenant shall pay pay, in addition to Base Rent, its pro-rata proportionate share of the (a) the Operating ExpensesCosts (as defined in the Prime Lease) which are in excess of the Operating Costs in the Operating Cost Base Year, and (b) the Taxes (as defined in the Prime Lease) which are in excess of the Taxes in the Tax Base Year (both of which payments, in addition to those payments set forth in Section 7(b) and any other amounts due hereunder, are referred to as "ADDITIONAL RENT"). Within sixty For purposes of calculating such excess amounts, the term "Operating Cost Base Year" shall be calendar year 2003, and "Tax Base Year" shall be fiscal tax year 2003 (60which payments, in addition to those payments set forth in Section 7(b) days after the first day of each calendar yearand any other amounts due hereunder, or a reasonable period thereafter, Landlord are referred to as "ADDITIONAL RENT"). All payments due by Subtenant under this Section 7(a) shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at be made on the same time and place day as comparable payments are due by Sublandlord under the Base Rent is Prime Lease. Subtenant's obligations hereunder, to be paid pursuant the extent accrued prior to paragraph 3the Sublease expiration date, above. Landlord will furnish a statement shall survive the expiration of the actual cost Sublease. Subtenant's proportionate share with respect to the reimbursable Operating Expenses Demised Premises is set forth in the Prime Lease. Subtenant shall have no later than one hundred twenty (120) days following the calendar year-end including the year following the year independent right to request an audit of Prime Landlord's books and records, but in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish Sublandlord audits the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing of the reimbursable Operating Expenses in accordance Prime Landlord with generally accepted accounting principles. respect to any payment of Additional Rent, Sublandlord agrees to provide Subtenant with copies of any such books and records, provided that Subtenant agrees to sign any reasonable confidentiality agreement required by Prime Landlord’s right ; and provided further, that Sublandlord shall, upon the reasonable written request of Subtenant and consistent with the rights accorded to be reimbursed for any particular Operating Expense shall be waived if Sublandlord under the Prime Lease, request an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredaudit of Prime Landlord's books and records.

Additional Rent. Tenant shall pay its pro-rata share (a) Subtenant agrees to reimburse Sublandlord throughout the Sublease Term, as "Additional Rent" hereunder, for Subtenant's Share of Operating Expenses. Within sixty (60) days after the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable annual Operating Expenses for the ensuing calendar year(as defined below). Tenant Subtenant shall pay to Landlord 1/12th Sublandlord, monthly within ten (10) days of said estimate delivery of an invoice therefor, the Additional Rent hereunder accrued through the immediately preceding calendar month. For any partial period to which an Operating Expense is allocable but this Sublease is not in effect (by way of illustration only, annual insurance premiums for coverage expiring after termination of the Sublease Term), Subtenant's Share for such period shall be subject to a pro rata adjustment based upon the number of days prior to the expiration of the Sublease Term. If any payments are estimated or adjusted after payment, then at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement end of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual if Subtenant has paid to Sublandlord an amount in excess of its share Subtenant's Share of the reimbursable Operating Expenses due for such calendar year, Sublandlord shall reimburse to Subtenant any such excess amount (or shall apply any such excess amount to any amount then owing to Sublandlord hereunder, and if none, to the excess will be refunded by Landlord next due installment or installments of Additional Rent due hereunder, at the option of Sublandlord, or if Subtenant has paid to Sublandlord less than Subtenant's Share of Operating Expenses for such calendar year, Subtenant shall pay to Sublandlord any such deficiency within thirty ten (3010) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if after Subtenant receives an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredtherefor.

Additional Rent. Tenant shall pay its pro-rata share Beginning with the commencement date of Operating Expenses. Within sixty (60) days after the first day term of each calendar yearthis Lease, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent the following: (a) All Taxes relating to the Premises as set forth in Paragraph 9, 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 required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days after presentation of invoice from Landlord of Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of any amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled at the end of each calendar year as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expending by Landlord in excess of said estimate at estimated amount, or Landlord refunding to Tenant (providing Tenant is not in default in the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual cost with respect to expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the reimbursable Operating Expenses no later expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than one hundred twenty (120) days following the last day of a calendar year, the actual Additional Rent incurred for the calendar year-end including the year following the year in which the Lease terminates. In term hereof expires or otherwise terminates shall be determined and settled on the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as basis of the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due Additional Rent for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books year and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to Tenant within two (2) years following the year in which such Operating Expense was incurred365.

Additional Rent. Tenant shall pay its pro-rata share of Operating Expenses. Within sixty (60) days after the first day of each calendar yearIn addition to Base Rent, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant Subtenant also shall pay to Landlord 1/12th Sublandlord, (a) Subtenant's proportionate share of said estimate at Tenant's Proportionate Share of Basic Operating Costs (as such terms are defined in the same time Basic Lease Information and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement in Section 7 of the actual cost Master Lease), (b) all other costs payable by Sublandlord with respect to the reimbursable 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 Expenses no later than one hundred twenty Costs and any Rent Increase as and when such payments are due from Sublandlord pursuant to the Master Lease, but at least five (1205) business days prior to the date Sublandlord must pay such amounts to Master Landlord. Within ten (10) days following 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 calendar year-end including the year following the year in which the Lease terminatesSublease Premises. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year Subtenant shall pay items of Additional Rent other than Basic Operating costs within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty ten (3010) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar yearwritten demand from Sublandlord, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense which demand shall be waived if 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 invoice therefor is not delivered to Tenant within two (2) years following estimate of Additional Rent for the year in which such Operating Expense was incurred2003, together with any notices received by Sublandlord from Master Landlord with respect thereto.

Additional Rent. There may be instances under this Agreement where Tenant shall may be required to pay additional charges to Landlord. All such charges are considered additional rent under this Agreement and will be paid with the next regularly scheduled rent payment. Landlord has the same rights and Tenant has the same obligations with respect to additional rent as they do with rent. Utilities. Tenant is responsible for payment of all utility and other services for the Premises. Security Deposit. Upon signing this Agreement, Tenant will pay a security deposit in the amount of to Landlord. The security deposit will be retained by Landlord as security for Tenant’s performance of its pro-rata share obligations under this Agreement. The security deposit may not be used or deducted by Tenant as the last month’s rent of Operating Expensesthe Term.Tenant will be entitled to a full refund of the security deposit if Tenant returns possession of the Premises to Landlord in the same condition as accepted, ordinary wear and tear excepted. Within sixty (60) days after the first day termination of each calendar year, or a reasonable period thereafterthis Agreement, Landlord shall furnish will return the security deposit to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses (minus any amount applied by Landlord in accordance with this section). Any reason for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish retaining a statement portion of the actual cost security deposit will be explained in writing. The security deposit will not bear interest while held by Landlord in accordance with respect applicable state laws and/or local ordinances. Landlord’s Failure to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminatesGive Possession. In the event that Landlord is, for any reason, is unable to furnish give possession of the accounting Premises to Tenant on the start date of the Term, Landlord will not be subject to any liability for the prior year within the time specified abovesuch failure, the Landlord validity of this Agreement will furnish such accounting as soon thereafter as practicable with not be affected, and the same force and effect as the statement would have had if delivered within the time specified aboveTerm will not be extended. Tenant will pay not be liable for rent until Landlord gives possession of the Premises to Tenant. Holdover Tenancy. Unless this Agreement has been extended by mutual written agreement of the Parties, there will be no holding over past the Term under the terms of this Agreement under any deficiency circumstances. If it becomes necessary to commence legal action to remove Tenant from the Premises, the prevailing Party will be entitled to attorney’s fees and costs in addition to damages. Use of Premises. The Premises will be occupied only by Tenant and Tenant’s immediate family and used only for residential purposes. Tenant will not engage in any objectionable conduct, including behavior which will make the Premises less fit to live in, will cause dangerous, hazardous or unsanitary conditions or will interfere with the rights of others to enjoy their property. Tenant will be liable for any damage occurring to the Premises and any damage to or loss of the contents thereof which is done by Tenant or Tenant’s guests or invitees. Condition of the Premises. Tenant has examined the Premises, including the appliances, fixtures and furnishings, and acknowledges that they are in good condition and repair, normal wear and tear excepted and accepts them in its current condition. Maintenance and Repairs. Tenant will maintain the Premises, including the grounds and all appliances, fixtures and furnishings, in clean, sanitary and good condition and repair. Tenant will not remove Landlord’s appliances, fixtures, or furnishings from the Premises for any purpose. If repairs other than general maintenance are required, Tenant will notify Landlord for such repairs. In the event of default by Tenant, Tenant will reimburse Landlord for the cost of any repairs or replacement. Reasonable Accommodations. Landlord agrees to comply with all applicable laws providing equal housing opportunities, including making reasonable accommodations for known physical or mental limitations of qualified individuals with a disability, unless undue hardship would result. Tenant is responsible for making Landlord aware of any such required accommodations that are reasonable and will not impose an undue hardship. If Tenant discloses a disability and requests an accommodation, Landlord has the right to have a qualified healthcare provider verify the disability if the disability is not readily apparent, and Landlord has the right to use the qualified healthcare provider verifying the disability as shown a resource for providing the reasonable accommodation. Sex Offender Registry. Pursuant to law, information about specified registered sex offenders is made available to the public. Tenant understands and agrees that Tenant is solely responsible for obtaining any and all information contained in the state or national sex offender registry for the area surrounding the Premises, which can be obtained online or from the local sheriff’s department or other appropriate law enforcement officials. Depending on an offender’s criminal history, this information will include either the address at which the offender resides or the community of residence and zip code in which he or she resides. Compliance. Tenant agrees to comply with all applicable laws, ordinances, requirements and regulations of any federal, state, county, municipal or other authority. Mechanics’ Lien. Tenant understands and agrees that Tenant and anyone acting on Tenant’s behalf do not have the right to file for mechanic’s liens or any other kind of liens on the Premises. Tenant agrees to give actual advance notice to any contractors, subcontractors or suppliers of goods, labor or services that such liens are invalid. Tenant further agrees to take the additional steps necessary to keep the Premises free of any and all liens that may result from construction completed by such statement within thirty or for Tenant. Subordination. With respect to the Premises, this Agreement is subordinate to any mortgage that now exists, or may be given later by Landlord. Alterations. Tenant will not make any alteration, addition or improvement to the Premises without first obtaining Landlord’s written consent. Any and all alterations, additions or improvements to the Premises are without payment to Tenant and will become Landlord’s property immediately on completion and remain on the Premises, unless Landlord requests or permits removal, in which case Tenant will return that part of the Premises to the same condition as existed prior to the alteration, addition or improvement. Tenant will not change any existing locks or install any additional locks on the Premises without first obtaining Landlord’s written consent and without providing Landlord a copy of all keys. Smoking. Smoking of any kind is strictly prohibited on any part of the Premises. This prohibition applies to Tenant and any visitor, guest or other occupant on the Premises. Pets. Tenant is not allowed to have or keep any pets, even temporarily, on any part of the Premises. The unauthorized presence of any pet will subject Tenant to penalties, damages, deductions and/or termination of this Agreement. Properly trained service animals that provide assistance to individuals with disabilities may be permitted on the Premises with the prior written consent of Landlord, which shall not be unreasonably withheld. Tenant will be responsible for the costs of de-fleaing, deodorizing and/or shampooing all or any portion of the Premises if a pet has been on the Premises at any time during the Term (30) days after receipt whether with or without written consent of statementLandlord). Fire and Casualty. If the total amount paid Premises are damaged by fire or other serious disaster or accident and the Premises becomes uninhabitable as a result, Tenant during may immediately vacate the Premises and terminate this Agreement upon notice to Landlord. Tenant will be responsible for any calendar year exceeds unpaid rent or will receive any prepaid rent up to the actual day of such fire, disaster or accident. If the Premises are only partially damaged and inhabitable, Landlord may make full repairs and will do so within a prompt and reasonable amount of its share time. At the discretion of Landlord, the rent may be reduced while the repairs are being made. Liability. Landlord is not responsible or liable for any loss, claim, damage or expense as a result of any accident, injury or damage to any person or property occurring anywhere on the Premises, unless resulting from the negligence or willful misconduct of Landlord. Renter’s Insurance. Tenant is required to obtain, and maintain at all times during the Term, a renter’s insurance policy with a minimum of $100,000.00 personal liability coverage. Tenant will name Landlord as an interested party or additional insured. Tenant will provide Landlord with a certificate or proof of insurance upon request. Assignment and Subletting. Tenant will not assign this Agreement as to any portion or all of the reimbursable Operating Expenses due Premises or make or permit any total or partial sublease or other transfer of any portion or all of the Premises. Insurance Requirements. Tenant will not do or permit to be done any act or thing that will increase the insurance risk under any policy of insurance covering the Premises. If the premium for such calendar yearpolicy of insurance increases due to a breach of Tenant’s obligations under this Agreement, Tenant will pay the excess additional amount of premium as additional rent under this Agreement. Right of Entry. Landlord or its agents may enter the Premises at reasonable times to inspect the Premises, to make any alternations, improvements or repairs or to show the Premises to a prospective tenant, buyer or lender. In the event of an emergency, Landlord may enter the Premises at any time. Surrender. Tenant will be refunded by deliver and surrender to Landlord within thirty (30) days possession of the date Premises immediately upon the expiration of the statementTerm or the termination of this Agreement, clean and in as good condition and repair as the Premises was at the commencement of the Term, reasonable wear and tear excepted. Default. In the event of any default under this Agreement, Landlord may provide Tenant a notice of default and an opportunity to correct such default. If Tenant fails to correct the default, other than a failure to pay rent or additional rent, Landlord may terminate this Agreement by giving a day written notice. If the default is Tenant’s failure to timely pay rent or additional rent as specified in this Agreement, Landlord may terminate this Agreement by giving a day written notice to Tenant. After termination of this Agreement, Tenant remains liable for any rent, additional late, costs, including costs to remedy any defaults, and damages under this Agreement. Remedies. If this Agreement is terminated due to Tenant’s default, Landlord may, in addition to any rights and remedies available under this Agreement and applicable law, use any dispossession, eviction or other similar legal proceeding available in law or equity. Subordination. This Agreement and Tenant’s right under it shall be subject and subordinate to the lien, operation and effect of each existing or future mortgage, deed of trust, ground lease and/or any other similar instrument of encumbrance covering any or all of the Premises, if any, and each renewal, modification, consolidation, replacement or extension thereof. Condemnation. If all or substantially all of the Premises are covered by a condemnation including the exercise of any power of eminent domain by a governmental authority, this Agreement shall terminate on the date possession of the Premises is taken by the condemning authority, and all rent under this Agreement shall be prorated and paid to such date. Landlord will is entitled to collect from the condemning authority the entire amount of any award made in any proceeding. Tenant waives any right, title or interest which Tenant may have to any such award and agrees to not make any claim for the Term of this Agreement. Hazardous Materials. Tenant shall not keep books and records showing on the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to Premises any item of a dangerous, flammable, or explosive character that might unreasonably increase the danger of fire or explosion on the Premises or that might be reimbursed for considered hazardous or extra hazardous by any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredresponsible insurance company.

Additional Rent. Tenant Beginning on the Rent Commencement Date, Subtenant shall pay its pro-rata share to Sublandlord, as Additional Rent, the Sublease Share set forth in Section 1(M) of all amounts payable by Sublandlord under Article 3 of the Prime Lease, adjusted so that Subtenant's payments shall be computed as if the "Base Year for Expenses" (as defined in the Prime Lease) were calendar year 2010. Such payments shall be appropriately adjusted for any partial period. Any such amounts shall be referred to as "Operating Expense Adjustments". Additional Rent payable pursuant to this Section shall be based upon statements or invoices received by Sublandlord. Subtenant shall not be liable for payments of Operating Expenses. Within sixty Expense Adjustments for a particular calendar year if not billed within three (603) days years after the first day end of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing such calendar year. Tenant Subtenant shall also be responsible for all charges not billed under Operating Expense Adjustments such as overtime HVAC charges, and other special services incurred at the request of, or on behalf of Subtenant, and Subtenant shall pay such charges to Landlord 1/12th Sublandlord as Additional Rent upon receipt of said estimate an invoice for such charges on the same basis as such charges are billed under the Prime Lease, and in any case no fewer than five (5) days prior to the date upon which Sublandlord's corresponding payment is due to the Prime Landlord. Subtenant shall not have the right to question the propriety of, timing of or the basis for any billing referred to in this Section 8 and Sublandlord shall be under no obligation to contest any such billing. Sublandlord shall, however, at the same time written request of Subtenant, furnish to Subtenant evidence of charges as provided to Sublandlord from Prime Landlord or otherwise. In addition, Subtenant shall reimburse Sublandlord for Sublandlord's actual costs related to any and place all other expenses incurred as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement result of Subtenant's occupancy of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in Premises. These costs include, but are not limited to, after hours HVAC, supplemental HVAC, if any, additional janitorial services, day xxxxxx services, and electrical charges for supplemental electrical usage. Sublandlord acknowledges that if Subtenant and other occupants are using overtime or supplemental HVAC for which the Lease terminates. In the event that Prime Landlord isimposes a single charge, for any reasonthen Subtenant shall pay only its proportionate share, unable to furnish the accounting for the prior year within the time specified abovebased on square footage, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredcharges therefor.

Additional Rent. Tenant shall pay its pro-rata share reimburse to Landlord monthly, throughout the Term of Operating ExpensesLease and any extension of this Lease, the following Additional Rent: Common Area Maintenance (CAM) expenses, Real Estate Taxes/Assessments, any Utilities not paid directly by Tenant, and any Miscellaneous Charges or Reimbursements. Within sixty 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 (60) see Exhibit D). During the Term of Lease and/or any extension of this Lease, Landlord, within 120 days after the first day of each calendar yearyear end, or will provide to Tenant a reasonable period thereafterwritten statement of actual CAM and Real Estate Taxes/Assessments expenses. If Tenant has underpaid its share of any of these expenses, at Landlord’s election, Tenant shall reimburse Landlord as invoiced. If Tenant has overpaid its share of any of these expenses, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for will credit such amount against the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statementmost current monthly invoice. If the total amount paid by Tenant during any Term of Lease is less than one calendar year exceeds 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 amount CAM and Real Estate Taxes/Assessments expenses statement for a period of 90 days upon receipt of said statement. Tenant waives its right to audit the actual CAM and Real Estate Taxes/Assessments expenses upon its failure to exercise such right during said 90 day period. Tenant’s share of the reimbursable Operating Expenses due for such calendar year, the excess all Additional Rent will be refunded determined by Landlord within thirty the Tenant’s leased share (30Demised Premises) days of the date total building square footage along with Tenant’s proportionate share of any rooms considered common area to the statement. Landlord building (expenses will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. be calculated on an annual basis divided by building square footage to obtain an annual cost per square foot.) Landlord’s right to be reimbursed , at its election, may invoice for reimbursement(s) of any particular Operating Expense shall be waived if an invoice therefor is Utility usage not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredpaid directly by Tenant.

Additional Rent. Tenant Subtenant acknowledges that pursuant to Section 4.5 of the Prime Lease, Sublandlord is obligated to pay to Prime Landlord additional rent on account of Operating Expenses and Taxes. Subtenant shall pay to Sublandlord with its promonthly payment of Base Rent, as additional rent, seven and ninety-rata share five hundredths percent (7.95%) (“Subtenant’s Proportionate Share”) of Operating Expenses. Within sixty any increase in Taxes over and above Fiscal Year 2017 Taxes for the Original Premises (60) days after July 1, 2016 through June 30, 2017), grossed up to reflect 100% occupancy and assessment, as adjusted by the first day results of each calendar yearany abatement, reassessment or a reasonable period thereafterlitigation, Landlord shall furnish to Tenant an estimate and of Tenant’s pro-rata share of reimbursable any increase in total Operating Expenses for the ensuing Original Premises incurred during calendar yearyear 2016 (January 1, 2016 through December 31, 2016), grossed up to reflect 100% occupancy (collectively, “Subtenant Additional Rent”). Tenant shall pay to Landlord 1/12th of said estimate Subtenant Additional Rent payable hereunder for any partial calendar month at the same time and place beginning or end of the Sublease Term shall be pro-rated on a daily basis. Within ten (10) business days following receipt by Sublandlord of the Landlord’s Statement (as defined in the Base Rent is to be paid pursuant to paragraph 3Prime Lease) from Prime Landlord, above. Landlord will furnish Sublandlord shall send Subtenant a statement together with a copy of the Landlord’s Statement, as applicable, and all other relevant documentation establishing the actual cost with respect to Subtenant Additional Rent. If Subtenant has paid more in estimated Subtenant Additional Rent under this Section than the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting actual amount due from Subtenant for the prior year within the time specified aboveapplicable year, the Landlord will furnish Sublandlord shall credit such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency excess against subsequent obligations of Subtenant for rent (or refund such excess to Landlord as shown by such statement Subtenant within thirty (30) days after receipt of statementif the Sublease Term has ended). If the total amount Subtenant has paid by Tenant during any calendar year exceeds less than the actual amount of its share of the reimbursable Operating Expenses Subtenant Additional Rent due for such calendar yearunder this Section 5, the excess will be refunded by Landlord Subtenant shall pay any deficiency to Sublandlord within thirty (30) days following receipt of the date of reconciliation documentation from Sublandlord. Subtenant will have the statement. Landlord will keep right, upon reasonable prior written notice to Sublandlord, to audit Sublandlord’s books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlordrespect to Sublandlord’s right to be reimbursed 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 (90) days after Subtenant’s receipt from Sublandlord of Landlord’s Statement stating the actual Taxes and Operating Expense 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. Subtenant will bear all costs associated with the auditing of Sublandlord’s books and records. 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 be waived if an invoice therefor is not delivered pass through to Tenant within two (2) years following Subtenant Subtenant’s Proportionate Share of any such savings. Sublandlord agrees to provide Subtenant with a copy of the year in which results of any audit or review performed by or on behalf of Subtenant and any notice of reductions payable under the Prime Lease as a result of such Operating Expense was incurredaudit or other review.

Additional Rent. Additional Rent shall be calculated on the basis of the 1998 calendar year as the Base Year, but Tenant's obligation to pay adjusted Additional Rent shall occur on each anniversary of the Commencement Date. Additional Rent shall be due during any year or partial year of the Lease Term, beginning with the first anniversary of the Commencement Date, during which the Actual Expense Rate is greater than the Base Expense Rate. Beginning with the first anniversary of the Commencement Date (or as soon thereafter as reasonably possible), Landlord shall provide to Tenant a statement of Landlord's reasonable estimate of the Expense Rate (calculated by dividing Landlord's reasonable estimate of Expenses for the current calendar year, by the Rentable Area in the Building) projected by Landlord for the calendar year in which such calculation occurs (the "Projected Expense Rate"). Beginning on the first anniversary of the Commencement Date, Tenant shall pay its pro-rata share of Operating Expenses. Within sixty (60) days after to Landlord on the first day of each month one-twelfth (1/12th) of the product of (a) the positive difference (if any) obtained by subtracting the Base Expense Rate from the Projected Expense Rate for the calendar year in which such calculation occurs, and (b) the Rentable Area in the Premises. Until Tenant has received the statement of the Projected Expense Rate from Landlord, Tenant shall pay or continue to pay Additional Rent to Landlord in the same amount (if any) as required for the last month of the prior Lease year. After Tenant receives the statement, on the next date when Base Rent is due, Tenant shall pay to Landlord, or Landlord shall credit to Tenant (whichever is appropriate), the difference between the amount paid by Tenant and the amount payable by Tenant as set forth in such statement. Not more than twice during any Lease year, or Landlord may in good faith revise the Projected Expense Rate and provide Tenant with a reasonable period thereafterrevised statement, and thereafter Tenant shall pay Additional Rent on the basis of the revised statement. Landlord shall furnish provide to Tenant, within one hundred fifty (150) days after the end of each Lease year a statement of the Actual Expenses, the Actual Expense Rate and the Additional Rent for such year. Landlord shall provide to Tenant upon request, an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar yearitemized statement specifying actual expenses by major category. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3Landlord, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after Tenant's receipt of such statement, the uncollected Additional Rent for such Lease year. If the total amount paid actual Additional Rent payable by Tenant during for any Lease year is less than the aggregate of the actual Additional Rent collected by Landlord for such Lease year, Landlord shall promptly refund the amount of such excess (or, at Landlord's option, apply such excess against the next ensuing payments of Rent due or to become due hereunder). Failure of Landlord to provide the statement called for hereunder shall not relieve Tenant from its obligations under this Section 2.5 or elsewhere in this Lease. Provided, however, that for each calendar year exceeds subsequent to the calendar year 1998, the Controllable Expenses component of Actual Expenses shall not increase by more than the (i) actual amount increase; or (ii) five percent (5%) in the aggregate over the Controllable Expenses component of its share of Actual Expenses for the reimbursable Operating Expenses due for such previous calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor whichever is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredless.

Additional Rent. Section 1. In addition to Minimum Rent, as set forth in Article 2, all other payments required to be paid by Tenant under the provisions of this Lease shall pay its pro-rata share be treated as additional rent (“Additional Rent”), whether or not the same be designated as such. To the extent Landlord’s lender, Citi Real Estate Funding Inc. (“Lender”) requires that Landlord escrow for Taxes on a monthly basis pursuant to that certain Loan Agreement dated as of Operating Expenses. Within sixty the Effective Date by and between Citi Real Estate Funding Inc. (60“Lender”) days after and Landlord (the first day of each calendar year“Loan Agreement”) entered into in connection with a certain loan from Lender to Landlord (the “Loan”), or a reasonable period thereafter, Tenant and Landlord shall furnish cooperate with each other to Tenant an estimate satisfy such requirement; the parties agreeing that payment of Tenant’s pro-rata share of reimbursable Operating Expenses Taxes for the ensuing calendar yearReal Property is the obligation of Tenant hereunder, pursuant to the terms hereof. Tenant shall pay as Additional Rent under this Lease the monthly reserve amounts required under the Loan Agreement pursuant to the terms of the Loan Agreement for the following accounts as defined in the Loan Agreement: Replacement Reserve Account and Leasing Reserve Account. Tenant shall also pay as Additional Rent amounts required to fund the Operating Expense Account in the event of a Trigger Period, as defined in the Loan Agreement, pursuant to the terms of the Loan Agreement. On the Commencement Date, Tenant shall deposit with Lender funds required to fund the Monthly Insurance Deposit pursuant to the Loan Agreement. Tenant shall provide Landlord 1/12th with evidence of said estimate at Tenant’s monthly payment of insurance required hereunder promptly upon Tenant’s payment of same, which evidence may be provided by Landlord to its Lender. Landlord shall provide Tenant with a copy of the same time fully executed Loan Agreement and place shall promptly provide Tenant with any amendments thereto which are relevant to Tenant’s Additional Rent or other obligations under this Lease during the Term of this Lease. Minimum Rent and Additional Rent shall together, for the purposes of this Lease, be defined as the Base Rent is “Rent” or “rent”. All payments required to be paid pursuant to paragraph 3by Tenant under the provisions of this Lease shall bear interest, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty commencing ten (12010) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) business days after receipt the due date of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty each payment (30) days of or from the date of advancement of funds by Landlord if the statement. Landlord will keep books funds are payable on demand) and records showing continuing until the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right date actually paid by Tenant, at the lower of: (a) three percent (3%) per annum; or (b) the highest rate of interest permitted under the laws of the State of Minnesota to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered charged to Tenant within two (2) years following the year in which upon such Operating Expense was incurreddelinquent payment.

Additional Rent. Tenant In addition to Base Rent, Subtenant also shall pay its pro-rata to Sublandlord, (a) Subtenant’s proportionate share of Operating Expenses. Within sixty (60) days after the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share Proportionate Share of reimbursable Basic Operating Expenses for Costs (as such terms are defined in the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time Basic Lease Information and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement in Section 7 of the actual cost Master Lease), (b) all other costs payable by Sublandlord with respect to the reimbursable 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 Expenses no later than one hundred twenty Costs and any Rent Increase as and when such payments are due from Sublandlord pursuant to the Master Lease, but at least five (1205) business days prior to the date Sublandlord must pay such amounts to Master Landlord. Within ten (10) days following 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 calendar year-end including the year following the year in which the Lease terminatesSublease Premises. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year Subtenant shall pay items of Additional Rent other than Basic Operating costs within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty ten (3010) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar yearwritten demand from Sublandlord, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense which demand shall be waived if 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 invoice therefor is not delivered to Tenant within two (2) years following estimate of Additional Rent for the year in which such Operating Expense was incurred2003, together with any notices received by Sublandlord from Master Landlord with respect thereto.

Additional Rent. Tenant shall Subtenant further agrees to pay its pro-rata share Subtenant’s Share (defined below) of the Operating Expenses, Subtenant’s Share of Electrical Cost and Subtenant’s Share of all other sums required to be paid by Sublandlord in its capacity as tenant under the Base Lease (“Additional Rent”) for the period between the Sublease Commencement Date and the last day of the Sublease Term. Within sixty (60) days after Such Additional Rent shall be payable on the first day of each calendar year, or month based upon a reasonable period thereafter, Landlord shall furnish estimate provided to Tenant an estimate Subtenant by Sublandlord of Tenant’s pro-rata share of reimbursable Operating Expenses the other sums payable by Sublandlord for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as that month under the Base Rent is to be paid pursuant to paragraph 3, aboveLease. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) Within 15 days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds 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 the amount of such underpayment to Sublandlord within five days after the receipt of such notice. Payment of Base Rent and Additional Rent shall be made to Sublandlord at its share 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 bxxx 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 reimbursable 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 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 due for such calendar yearand Electrical Cost required to be paid by Subtenant under this Sublease, the excess will be refunded percentage obtained by Landlord within thirty dividing (30a) days the number of rentable square feet in the Sublease Premises as stated above by (b) the number of rentable square feet in the Premises (i.e., 11,199 rentable square feet). Based on the current rentable square feet in the Sublease Premises and the Premises as of the date of the statementthis Sublease, Subtenant’s Share equals 95.54%. Landlord will keep books and records showing the reimbursable The Base Operating Year for purposes of calculating Subtenant’s Share of Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right required to be reimbursed paid by Subtenant under this Sublease is 2021. All Base Rent, Additional Rent, and all other sums payable by Subtenant to Sublandlord for any particular Operating Expense the Sublease Premises under this Sublease shall be waived if an invoice therefor is not delivered referred to Tenant within two (2) years following the year in which such Operating Expense was incurredherein collectively as “Rent.”

Additional Rent. Tenant shall pay its pro-rata share of Operating Expenses. Within sixty In addition to the monthly Base Rent, as additional rent (60) days after the first day of each calendar year“Additional Rent”), or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th those estimated operating expenses, including electricity, natural gas, stormwater and water, sewer fees, insurance premiums per Paragraph 6, real estate taxes, and common area maintenance costs including landscaping and parking lot maintenance, which are proportionate to the Leased Premises. Landlord shall estimate the amount of said estimate at Additional Rent due hereunder and collect such reasonable amount from Tenant on a monthly basis. As of the same time and place as the Base Commencement Date hereof, monthly Additional Rent is estimated to be paid pursuant $1.15 psf per annum ($2,918.00) per month based on a leased Premises of 30,000 square feet.) Landlord shall have the right to paragraph 3make adjustments in the Additional Rent after the completion of each month, abovebased on a six month rolling average, to account for any increase or adjustment directly related to the Leased Premises and invoice Tenant on a monthly basis for said adjustment. Said increase can be related to Tenant’s use of the premises or increases in utility or maintenance expenses and Landlord will furnish a statement provide documentation of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, necessity for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statementincreases. If the total amount paid by Tenant during after any calendar year exceeds during the Lease Term, the actual yearly Additional Rent is less than the estimated amount actually billed to and paid for by Tenant, Landlord shall refund the amount of its share the over-payment to Tenant. If after any calendar year during the Lease Term, the actual yearly Additional Rent is greater than the estimated amount actually billed to and paid for by Tenant, Tenant shall pay Landlord such additional amount. To document the actual yearly Additional Rents, Landlord shall provide to Tenant documentation in support of the reimbursable Operating Expenses due for expenses such calendar yearas invoices, bills, statements, canceled checks and other related documentation. In no event shall any capital expenditure or any other cost which is the excess will responsibility of Landlord hereunder be refunded by Landlord within thirty (30) days considered a part of the date Additional Rent. In no event shall any management, supervisory, accounting, bookkeeping or other similar fee be charged as apart of the statementAdditional Rent. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to In no event shall Tenant be reimbursed responsible for any particular Operating Expense shall be waived increase in any fee covered by Additional Rent if an invoice therefor said increase is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredcaused by any negligent act or omission of Landlord.

Additional Rent. All sums payable by Tenant under this Lease other than Base Rent shall pay be deemed “Additional Rent;” the term “Rent” shall mean Base Rent and Additional Rent. Landlord shall estimate in advance and charge to Tenant the following costs, to be paid with the Base Rent on a monthly basis throughout the Lease Term: (i) all Real Property Taxes for which Tenant is liable under Section 5.01 and 5.02 of the Lease, (ii) all utility costs (if utilities are not separately metered) for which Tenant is liable under Section 6.01 of the Lease, (iii) all insurance premiums for which Tenant is liable under Sections 7.01 and 7.07 of the Lease and (iv) all CAM Expenses for which Tenant is liable under Section 8.04 of the Lease. Collectively, the aforementioned Real Property Taxes, insurance, utility, and CAM Expenses shall be referred to as the “Total Operating Costs”. Landlord may adjust its pro-rata share estimates of Total Operating ExpensesCosts at any time based upon Landlord’s experience and reasonable anticipation of costs. Within sixty Such adjustments shall be effective as of the next Rent payment date which is due thirty (6030) days after the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish notice to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than Within one hundred twenty (120) days following after the calendar year-end including the year following the year in which of each Fiscal Year during the Lease terminatesTerm, Landlord shall deliver to Tenant a statement prepared in accordance with generally accepted accounting principles setting forth, in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding fiscal year and Tenant’s Pro Rata Share of such expenses. In Tenant shall have the event that Landlord is, for any reason, unable right to furnish review reasonable supporting documentation and receipts related to such expenses where the accounting books and records for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified aboveProperty are kept. Tenant will pay any deficiency to Landlord as shown by such statement within Within thirty (30) days after Tenant’s receipt of such statement. If , there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the total amount paid by Tenant during any calendar year exceeds case may be) in order that Landlord shall receive the actual entire amount of its Tenant’s share of the reimbursable Operating Expenses due such costs and expenses for such calendar yearperiod. In addition to its obligation to pay Base Rent and its Pro Rata Share of Total Operating Expenses, the excess will be refunded by Tenant is required under other sections of this Lease 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 within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating pays for any Additional Expenses in accordance with generally accepted accounting principles. Landlordthe terms of this Lease, Tenant’s right obligation to be reimbursed for any particular Operating Expense reimburse such costs shall be waived if an invoice therefor is not delivered to Additional Rent obligation payable in full with the next monthly Rent payment. Unless this Lease provides otherwise, Tenant within two (2) years following shall pay all Additional Rent then due with the year in which such Operating Expense was incurrednext monthly installment of Base Rent.

Additional Rent. a. Tenant agrees to pay as rent in addition to the Annual Base Rent herein reserved any and all sums which may become due by reason of Tenant’s breach of Lease or the failure of Tenant to comply with all of the covenants of this Lease, especially, but not limited to the Tenant Assumed Duties set forth in Paragraph 18(d) and any and all damages, costs and expenses, including attorney’s fees, which the Landlord may suffer or incur by reason of any default of the Tenant or failure on Tenant’s part to comply with the covenants of this Lease. b. Tenant further agrees to pay to Landlord as additional rent all sums due for repairs made to the Demised Premises, replacing of glass windows, doors, partitions, electric wiring and electric lamps, etc., the keeping of waste and drain pipes open and repairs and replacements to wash basins and plumbing, heating and air-conditioning apparatus, which are necessitated by or caused by misuse or abuse by Tenant, its agents, employees, contractees, visitors and licensees. The same shall be paid by Tenant to Landlord within fifteen (15) days after presentation by Landlord to Tenant of bills therefor. c. Landlord will provide one initial xxxxxxx upon occupancy of the space by Tenant. Endo Pharmaceuticals Inc. Page 7 Confidential 7. TIME AND PLACE OF PAYMENT. Unless provided otherwise herein, all Annual Base Rent shall be payable in advance without prior notice or demand and without any set off whatsoever at the office of Landlord (or at such other place as Landlord may from time to time designate by notice in writing) and at the times provided for the payment of the Annual Base Rent as set forth above in Paragraph 4. All payments of rent by Tenant may be applied to Base Rent, additional rent, interest or penalties, if any, as Landlord deems appropriate. With respect to additional rent, if any owed by Tenant, Tenant shall pay its pro-rata share of Operating Expenses. Within sixty such additional rent within fifteen (60) days after the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (3015) days of the date receipt of the statementa xxxx from Landlord for such rent. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurred8.

Additional Rent. Tenant Commencing on the Commencement Date and continuing through the end of the Term, Lessee shall pay its pro-to Lessor in readily available funds, without deduction, offset, or demand, monthly, in advance, Xxxxxx’s pro rata share of Operating ExpensesLessor’s cost of fire and extended coverage insurance, as well as Lessor’s cost of liability and property damage insurance, so far as such costs are attributable to the Property. Within sixty (60) days after the first day of each calendar yearLessee shall also reimburse Lessor for real property taxes and general and special assessments, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenantand for Xxxxxx’s pro-pro rata share of reimbursable Operating Expenses for the ensuing calendar yearLessor’s expenses of maintenance and repair of the parking areas and the exterior of the Property. Tenant All such pro rata amounts described in this paragraph 9.B. shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is be deemed “Lessee Reimbursements.” Lessee Reimbursement shall be deemed to be paid pursuant to paragraph 3, aboveadditional rent and are due and payable separately from Rent. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown Lessee Reimbursements shall be calculated by such statement within thirty (30) days after receipt of statement. If multiplying the total amount paid of all such costs described above by Tenant during any calendar year exceeds the actual percentage of the Property that is occupied by Lessee at the time the Lessee Reimbursement is due. If Xxxxxx takes possession of additional space in the Property or abandons or otherwise vacates space in the Property other than on the day after the Lessee Reimbursement is due, the amount of its share Lessee Reimbursement shall be prorated at the rate of 1/365 per day. The late charge provisions set out above shall also apply to these Lessee reimbursements due Lessor. Lessor shall provide Lessee with a copy of the reimbursable Operating Expenses property tax bill in order to establish the basis of Lessee Reimbursements due for such calendar yeartaxes and assessments, the excess will be refunded by Landlord within thirty (30) days and a copy of the date payment statement for fire and extended coverage insurance and for liability and property damage insurance applicable for the period during which Lessee Reimbursements are due hereunder, as well as copies of invoices for Lessor’s cost of maintenance and repair for which Lessee Reimbursements are due. Lessor shall provide Lessee with the statementproperty tax bill, insurance bills, and copies of maintenance charges 30 days before such charges are due. Landlord will keep books Lessee may audit Lessor’s said tax, insurance, and maintenance records showing the reimbursable Operating Expenses at its own expense. If Lessee shall fail to pay any additional rent in accordance with generally accepted accounting principlesthe terms hereof, Lessor shall have all the rights and remedies with respect thereto as Lessor has for nonpayment of Rent. Landlord’s right to be reimbursed for any particular Operating Expense Lessee shall be waived responsible for payment of the following as applicable to the Property and/or Additional Property, if an invoice therefor applicable (collectively, “Additional Rent”): all utilities as required in this Agreement, all general maintenance and repairs Lessee is required to perform pursuant to this Agreement. The total of Additional Rent shall not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredexceed $.13 per foot per month.

Additional Rent. Tenant Subtenant shall pay its pro-rata share of Operating Expenses. Within sixty (60) days after to Sublandlord, in advance on the first day of each and every calendar yearmonth during the Sublease Term, or a reasonable period thereaftercommencing on the Commencement Date, Landlord shall furnish an amount equal to Tenant an estimate the sum of: (x) 1/12 of Tenant’s pro-rata share Share (as defined in Section 5 of reimbursable the Main Lease, and which the parties agree is 100%) of the then current Annual Estimate (as defined in Section 5 of the Main Lease, and which the parties agree may be revised by the Main Landlord from time to time) of Operating Expenses for (including, any amounts includable within such Annual Estimate of Operating Expenses pursuant to Sections 5, 9, 11, 13 or 17 of the ensuing calendar yearMain Lease), plus (y) the Restructured TIA Monthly Payment (as defined in Section 16 of the 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 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. Tenant 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 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 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, above. Landlord will furnish any amounts payable by Sublandlord under the Main Lease which cover a statement 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 actual cost Sublease Term. Additionally, if Sublandlord shall be charged by reason of Subtenant’s acts or defaults under this Sublease for any sums pursuant to the provisions of the Main Lease, then Subtenant shall be liable for such sums with respect to the reimbursable Operating Expenses no later than one hundred twenty Subleased Premises, and such sums shall be deemed Additional Rent and collectible as such and shall be payable by Subtenant upon ten (12010) days following days’ written notice from Sublandlord, which notice shall include a copy of the calendar year-end including supporting documentation received by Sublandlord in connection therewith and a statement calculating the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish amount of such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statementsums. If the total amount Main Landlord issues any credit or refund to Sublandlord in respect of any Base Rent or Additional Rent paid by Tenant during Subtenant and relating to any calendar year exceeds part of the actual amount of its Sublease Term, then Sublandlord shall give to Subtenant a corresponding credit or refund equal to Subtenant's equitable share of such credit or refund from Main Landlord based on the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days portion of the date 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 statement. Landlord will keep books Main Lease and, to the extent not so permitted by Main Landlord, Sublandlord shall exercise such rights on Subtenant’s behalf at Subtenant’s sole cost and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredexpense.

Additional Rent. Tenant shall pay its pro-rata share of Operating Expenses. Within sixty (60) days after the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant Subtenant shall pay to Landlord 1/12th of said estimate at the same time and place Sublandlord as the Base Rent is additional rent (“Additional Rent”) all expenses incurred by Sublandlord due to be paid pursuant to paragraph 3, above. Landlord will furnish a statement Subtenant’s use of the actual cost Sublease Space and all other costs incurred under the Lease for the Sublease Space. Subtenant shall pay Sublandlord, as Additional Rent for each Expense Year that occurs in whole or in part during the Sublease Term, an amount (the “Sublease Escalation”) equal to Subtenant’s Share (as hereinafter defined) of the excess (if any) of (x) the amount payable by Sublandlord to Landlord for such Expense Year under Section 4 of the Lease (both estimates as well as actuals) in respect of escalations in Expenses and Taxes over (y) the amount payable by Sublandlord to Landlord for the Expense Year ending on December 31, 2016, under the Lease in respect of escalations in Expenses and Taxes. If the expiration date of the Sublease Term occurs on a day other than the last day of an Expense Year, then the Sublease Escalation for such Expense Year shall be a pro-rated amount (computed on a per diem basis), based upon the number of days within such Expense Year occurring within the Sublease Term. “Subtenant’s Share” means 22.95%, which percentage the parties agree is Subtenant’s percentage share of the Premises applicable to the Sublease Space and is subject to appropriate adjustment after the date hereof if either the size of the Premises or the size of the Sublease Space is increased or decreased. During the Sublease Term, Subtenant has the right to request from Sublandlord a copy of the Statement (as that term is defined in Section 4.4.1 of the Original Lease), the Estimate Statement (as that term is defined in Section 4.4.2 of the Original Lease), and any back-up information that Landlord has delivered to Sublandlord with respect to the reimbursable Operating actual Expenses no later than one hundred twenty (120) days following and Taxes for the preceding calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurred.

Additional Rent. Tenant Commencing January 1, 2020 and each year thereafter during the Term hereof, in addition to Base Rent, Sub-Subtenant shall pay its proto Sub-rata share Sublandlord as Additional Rent (“Additional Rent”): (i) 8.2328% of the increases in the Building’s Operating ExpensesExpenses (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 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 Year. Within sixty (60) days after Sub-Subtenant shall pay Escalation Rent in monthly installments on the first day of each month in an amount set forth in a written estimate by Sub-Sublandlord; provided, however, if there is a change in the amount of Escalation Rent payable by Sub-Subtenant, Sub-Sublandlord shall to provide such written estimate to Sub-Subtenant at least fifteen (15) days before such amount is first due. Sub-Sublandlord shall promptly forward to Sub-Subtenant all estimates and reconciliation statements that Sub-Sublandlord receives from Sublandlord and/or Prime Landlord. At the same time, in addition to such estimates or reconciliation statements. Sub-Sublandlord shall provide Sub-Subtenant its calculation of Escalation Rent for such calendar or fiscal year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect well as supporting documentation to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar yearextent provided by Sublandlord or Prime Landlord or developed independently by Sub-end including the year following the year in which the Lease terminatesSublandlord. In the event that Landlord is, for any reason, unable an adjustment to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar yearor Taxes or any other Additional Rent is made by Prime Landlord and/or Sublandlord, the excess will Escalation Rent shall be refunded by Landlord within thirty (30) days of the date of the statementadjusted accordingly. Landlord will keep Upon written request from Sub-Subtenant, Sub-Sublandlord shall promptly exercise any right it may have to cause Sublandlord’s or Prime Landlord’s books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed audited; provided, however, that Sub-Subtenant shall pay the cost of the audit and indemnify, defend and hold harmless Sub-Sublandlord from and against all claims, damages, costs and expenses incurred by Sub-Sublandlord as a result of the audit. The Base Rent and Additional Rent may sometimes be referred to herein collectively as the “Rent.” Notwithstanding anything herein to the contrary, Sub-Subtenant shall not be responsible for any particular Operating Expense shall be waived if an invoice therefor sums due under the Prime Lease or Sublease which are not due from Sub-Subtenant to Sub-Sublandlord pursuant to the express terms of this Sub-Sublease, or which are due under the Prime Lease, Sublease or this Sub-Sublease and are assessed as a result of the failure of Sub-Sublandlord to comply with the Prime Lease and/or Sublease unless Sub-Subtenant is not delivered to Tenant within two (2) years following in default of any of the year in which terms or provisions of this Sub-Sublease, the Sublease or the Prime Lease on the date such Operating Expense was incurredsums are assessed by Sublandlord or Prime Landlord.

Additional Rent. Tenant shall (a) The Prime Lease obligates Sublessor to make payments to Prime Landlord on the basis of increases in operating expenses and real estate taxes. Subtenant agrees to pay its pro-rata Sublessor additional rent equal to Subtenant's allocable share of Operating Expensessuch increases above the amount payable by Sublessor to Prime Landlord during the Base Year. Within sixty For purposes of the Paragraph 6, the Base Year shall be calendar year 1998 and Subtenant's allocable share shall be the product of (60i) days after the first day amount of each calendar yearsuch increase above the Base Year payable from time to time by Sublessor under the Prime Lease, or multiplied by (ii) a reasonable period thereafterfraction, Landlord the numerator of which shall furnish be the number of square feet of rentable area in the Subleased Premises, and the denominator of which shall be the number of square feet of rentable area leased from time to Tenant an estimate time by Sublessor pursuant to the Prime Lease. Payments of Tenant’s pro-rata share of reimbursable Operating Expenses for additional rent by Subtenant shall commence on January 1, 1999 and shall be made to Sublessor on the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate same basis, in the same manner, and at the same time and place or times as Sublessor is required to pay Prime Landlord additional rent under the Base Rent is 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 pursuant to paragraph 3by Sublessor, above. Landlord will furnish 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 actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the preceding calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt 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 statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredthis Sublease.

Additional Rent. Tenant shall pay its pro-rata share reimburse to Landlord monthly, throughout the Term of Operating Expenses. Within sixty (60) days after the first day Lease and any extension of each calendar yearthis Lease, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar yearfollowing items, which shall be deemed “Additional Rent” hereunder: Landlord Maintenance Expenses, Real Estate Taxes/Assessments, any utilities not paid directly by Tenant (to the extent not included in Landlord Maintenance Expenses), and any Miscellaneous Charges or Reimbursements, each as defined below. Tenant Additional Rent shall pay to Landlord 1/12th of said estimate at be prorated for any partial month during the same time and place as the Base Rent is to be paid pursuant to paragraph 3, aboveTerm. Landlord will furnish may estimate the annual amount of Landlord Maintenance Expenses and Real Estate Taxes/Assessments as a statement basis for reimbursement for any calendar year and invoice in monthly installments. During the Term of the actual cost with respect to the reimbursable Operating Expenses no later than Lease and/or any extension of this Lease, Landlord, within one hundred twenty (120) days following the of each calendar year-end including the year following the year in which the Lease terminatesend, will provide to Tenant a written statement of actual Landlord Maintenance Expenses and Real Estate Taxes/Assessments. In the event that Landlord isIf Tenant has underpaid its share of any of these expenses, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to shall reimburse Landlord as shown by such statement invoiced within thirty ten (3010) business days after receipt of statementsuch invoice. If the total amount paid by Tenant during any calendar year exceeds the actual amount of has overpaid its share of any of these expenses, Landlord will credit such amount against the reimbursable Operating Expenses due for most current monthly invoice (or pay such calendar year, the excess will be refunded by Landlord amount to Tenant within thirty (30) days of the date expiration of the Term. Upon prior written notice to Landlord, Tenant shall have the opportunity to audit the actual Landlord Maintenance Expenses and Real Estate Taxes/Assessments statement for a period of ninety (90) days after receipt of said statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s Tenant waives its right to be reimbursed for any particular Operating Expense audit the actual Landlord Maintenance Expenses and Real Estate Taxes/Assessments if Tenant fails to exercise such right during said ninety (90) day period. Unless the audit reveals that Tenant has been overcharged by an amount greater than or equal to five percent (5%) of the total annual charge, Tenant shall pay all costs related to its audit. If the overcharge to Tenant is or exceeds five percent (5%) of the annual charge, then Landlord shall pay the cost of the audit, up to a maximum amount of $1,500.00. Landlord shall credit Tenant’s account with the amount of the discrepancy; provided, however, during the last year of the Term, such excess shall be waived if an invoice therefor is not delivered refunded to Tenant within two thirty (230) years following days after the expiration of the Term. Landlord, at its election, may invoice for reimbursement(s) of any utility usage not paid directly by Tenant, provided such amount is not included in Landlord Maintenance Expenses. Additional Rent is currently estimated to be $4.43 per square foot for calendar year in which such Operating Expense was incurred2017.

Additional Rent. All sums payable by Tenant under this Lease other than Base Rent are “Additional Rent”; the term “Rent” includes both Base Rent and Additional Rent. Landlord will estimate in advance and charge to Tenant the following costs (“Total Operating Costs”), which Tenant will pay on a monthly basis throughout the Occupancy Period (as defined below) at the same time as Base Rent is to be paid: (i) all Real Property Taxes for which Tenant is responsible under Article 5, (ii) all utility costs (to the extent utilities are not separately metered) for which Tenant is responsible under Article 6, (iii) all insurance premiums for which Tenant is responsible under Article 8, and (iv) all Operating Expenses for which Tenant is responsible under Article 7 of this Lease. Landlord may adjust its estimates of Total Operating Costs at any time (but no more frequently than once every calendar year) based upon Landlord’s experience and reasonable anticipation of costs. Such adjustments will be effective as of the next Base Rent payment date after notice to Tenant. “Occupancy Period” means the period from the time commencing on the Beneficial Occupancy Date, throughout the Lease Term until the termination of this Agreement. Landlord estimates that the Total Operating Costs for the first lease year shall be: (i) $0.19 per square foot for Real Estate Taxes, (ii) $0.08 per square foot for insurance, (iii) $0.12 per square foot for Common Area Maintenance and (iv) the management fee as described below. The common area maintenance expense does not include Security for the Building, only includes security for the Park. Additionally Tenant shall pay be responsible for its pro-rata share Pro Rata Share of the Building security expense. This cost will also be billed as an Operating ExpensesExpense In the event that the Premises are expanded to include the entire Building, Tenant shall be directly responsible for the Building security. After the end of each fiscal year during the Term, Landlord will deliver to Tenant a statement setting forth, in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding fiscal year and Tenant’s Pro Rata Share of such costs and expenses. Within thirty (30) days after Tenant’s receipt of such statement, there shall be an adjustment between Landlord and Tenant based on the sums paid by Tenant in comparison to Tenant’s Pro Rata Share of such costs and expenses. Such statement shall set forth (a) Landlord’s actual cost for such Total Operating Costs, categorized by class and amount; (b) the actual amount due from Tenant for Tenant’s Pro Rata Share of such Total Operating Costs and (c) the sum of the estimated monthly installments paid by Tenant during the applicable fiscal year. Landlord shall maintain complete and accurate records of (i) all Real Property Taxes for which Tenant is responsible under Article 5, (ii) all utility costs (to the extent utilities are not separately metered) for which Tenant is responsible under Article 6, (iii) all insurance premiums for which Tenant is responsible under Article 8, and (iv) all Operating Expenses for which Tenant is responsible under Article 7 of this Lease. Tenant or its authorized agent shall have the right, at Tenant’s sole cost and expense, to inspect Landlord’s records with respect to Tenant’s Pro Rata Share of Total Operating Costs, which inspection shall be at Landlord’s office in Landlord’s Notice Address. If Tenant disputes the amount or appropriateness of inclusion in Operating Expenses of any cost or expense billed to Tenant and such dispute has not been resolved prior to the time any disputed amount is due Landlord under this Lease, Tenant’s payment of any such disputed amount will not affect Tenant’s rights with regard to such disputed amount. If such dispute cannot be resolved by good faith negotiations between Landlord and Tenant within sixty (60) days after the first day Tenant gives Landlord written notification of each calendar yearsuch dispute, or a reasonable period thereafter, then such dispute shall be resolved by an independent certified public accountant acceptable to Landlord shall furnish to Tenant an estimate of and Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay the expense of the certified public accountant unless it is finally determined that Landlord overcharged Tenant by 4% or more. If on the basis of the final determination of Tenant’s Pro Rata Share for a specific fiscal year, Tenant owes an amount that is less than the payments for such fiscal year previously made by Tenant, Landlord shall credit such excess amount against the next monthly installments due from Tenant to Landlord 1/12th for Operating Expenses. If on the basis of said estimate at such final determination, Tenant owes an amount that is greater than the same time and place as total amount of payments for such fiscal year previously made by Tenant, Tenant shall pay the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement amount of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty ten (3010) working days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principlesfinal determination. Landlord’s right to be reimbursed for and Tenant’s reimbursement obligations set forth herein survive any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredtermination of this Lease.

Additional Rent. In addition to the basic monthly rental, Tenant --------------- shall pay its proTenant's pro rated share of Operating Costs defined to be all expenses relating to the Premises including, but not limited to, real estate taxes, sales, franchise, business, corporation or any other taxes (except income taxes) based on rents, utilities not separately metered to individual tenants, maintenance (except where otherwise provided), repairs, operating supplies, building services, litter removal, management fees not exceeding four percent (4%), labor for on-site management and maintenance, and Landlord's insurance (as set forth in Paragraph 11), operating supplies, snow removal, landscaping, litter removal from the entire project, tools, materials, resurfacing, repainting, and restriping of parking areas, car stops, and security, professional fees, and cost of capital improvements, which in landlord's reasonable judgement will result in operating cost savings. Tenant's pro rata share of Operating ExpensesCosts shall be a fraction, the numerator of which shall be the square footage of the Premises, and the denominator of which shall be the total square footage in the Project. Within sixty (60) days after Said fraction shall then be multiplied by the first day entire amount of each calendar yearOperating Costs to determine the amount of such Operating Costs payable by Tenant. In order to provide for payment by Tenant of Tenant's pro rata share of Operating Costs, Landlord shall furnish to Tenant, prior to the Lease Commencement Date, or as soon thereafter as is practicable, a reasonable period written statement setting forth Landlord's estimate of the operating expenses for the calendar year in which the Lease Commencement Date occurs; thereafter, Landlord shall furnish to Tenant Tenant, on an annual basis, a written statement setting forth Landlord's estimate of Tenant’s pro-rata share of reimbursable Operating Expenses the operating expenses for the ensuing each succeeding calendar year. Tenant shall pay to Landlord 1/12th on or before the first day of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement each month of the actual cost term hereof, together with respect its basic monthly rental, an amount equal to the reimbursable Operating Expenses no later than one hundred twenty one-twelfth (1201/12th) days following of Landlord's estimated operating expenses in the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, this lease commences and for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any each calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredthereafter.

Additional Rent. Tenant shall pay its pro-rata share As provided in Section 7B of Operating Expenses. Within sixty (60) days after the first day of each calendar yearMaster Lease, or a reasonable period thereafter, Landlord shall furnish Sublessor is obligated to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Master Landlord 1/12th a portion of said estimate the total amount of the annual Operating Cost of Common Facilities (as such term is defined in the Master Lease). During the Term, Sublessee agrees to pay the applicable Sublessor’s portion of the annual Operating Cost of Common Facilities determined by Master Landlord as additional rent under this Sublease (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 be paid by Sublessee at the same time and place in the same manner as Sublessor is obligated to make payments to Master Landlord (including the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement requirement for monthly payment of estimated amounts and for annual readjustments if the actual cost amount owed by Sublessee is different from the estimated amounts that Sublessee has paid with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the any calendar year-end including ). If, as a result of any readjustment or otherwise, it is later determined that the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant Sublessee as Additional Rent is more or less than the amount actually due during any calendar year exceeds the actual term of this Sublease, then Sublessee or Sublessor, as appropriate, shall reimburse the other for the difference promptly after the amount of its has been determined. However, Sublessee agrees that Sublessor shall have no duty to audit, review or challenge Sublessor’s share of annual Operating Cost of Common Facilities under the reimbursable 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 Expenses due for Cost of Common Facilities under the Master Lease, as determined by Master Landlord, Sublessee hereby agreeing to pay all out-of-pocket costs of Sublessor incurred in connection therewith provided that Sublessee has approved of such calendar year, costs in advance. Any dispute arising from said audit shall be governed by the excess will be refunded by Landlord within thirty (30) days provisions of the date Master Lease. The Master Landlord’s computation shall be binding on Sublessee in determining the Additional Rent due hereunder subject to the terms of the statementMaster Lease. Landlord will keep books Notwithstanding the foregoing, Sublessee may at its sole cost and records showing expense, audit the reimbursable Operating Expenses Cost of Common Facilities as provided for in accordance with generally accepted accounting principlesSection 7D of the Master Lease subject to the conditions set forth therein. Landlord’s right to be reimbursed for any particular Operating Expense Any dispute arising from said audit shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following governed by the year in which such Operating Expense was incurredprovisions of the Master Lease.

Additional Rent. Tenant shall pay its pro-rata share of Operating Expenses. Within sixty (60i) days after During the first day of each calendar yearTerm, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th Additional Rent. To provide for current payments of said Additional Rent, Landlord shall estimate at the same time and place Additional Rent for each calendar year. Additional Rent for partial months shall be prorated as the provided for Base Rent is to be paid pursuant to paragraph 3, in Paragraph 6(a) above. Landlord will furnish shall use commercially reasonable efforts to notify Tenant prior to the Commencement Date or the beginning of a statement calendar year, as the case may be, of the actual cost with respect estimated Additional Rent for such calendar year and Tenant’s monthly installment of such estimate. If, however, Landlord is not able to give such estimate prior to the reimbursable Operating Expenses no later than Commencement Date or the beginning of a calendar year, as the case may be, Tenant shall continue to pay monthly installments of Additional Rent based on the last notification received from Landlord until Landlord gives notice of the new estimate of Additional Rent and Tenant’s monthly installment, and Tenant shall pay to Landlord the new monthly installment amount of Additional Rent when the next monthly installment of Rent is due. If at any time during the calendar year, Landlord reasonably believes that the estimate will not cover the actual Additional Rent for the calendar year, Landlord shall give notice to Tenant of the new estimate of Additional Rent and Tenant’s monthly installment and Tenant shall pay to Landlord the new monthly installment amount of Additional Rent when the next monthly installment of Rent is due. Within one hundred twenty (120) days following after the end of a calendar year, Landlord shall deliver Tenant a Reconciliation Statement; provided, however, if Landlord fails to give the Reconciliation Statement, Landlord does not waive its right to recover Additional Rent that is due and payable pursuant to this Paragraph 6(b). If the Reconciliation Statement indicates that Tenant owes Additional Rent, then within ten (10) days of Tenant’s receipt of the Reconciliation Statement, Tenant shall pay to Landlord the amount of such underpayment. If the Reconciliation Statement indicates that Tenant is entitled to a refund of Additional Rent already paid, Landlord shall credit Tenant for the amount of such overpayment against the next maturing installments) of Additional Rent, or if after the termination of this Lease, Landlord shall pay to Tenant such refund so long as a Tenant Default does not then exist. Since the reconciliation for the calendar year-end including the year following the year in which the Lease terminatesterminates will occur after such termination, Tenant’s obligation to pay Additional Rent shall survive the termination of this Lease. In Any payment, refund, or credit made pursuant to this Paragraph 6(b) shall not affect Tenant’s right to dispute the event that Landlord isReconciliation Statement as set forth in Paragraph 6(c) below, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. or Landlord’s right to be reimbursed for correct any particular Operating Expense shall be waived if an invoice therefor is not delivered item(s) as billed pursuant to Tenant within two (2Paragraph 6(d) years following the year in which such Operating Expense was incurredbelow.

Additional Rent. All sums payable to Landlord by Tenant under this Lease other than Base Rent are “Additional Rent”; the term “Rent” includes both Base Rent and Additional Rent. It is the specific intention of the Landlord and the Tenant that this Lease is a “triple net lease,” that the Base Rent shall be absolutely net to the Landlord, and that, except for any obligations under this Lease specifically assigned to the Landlord, the Tenant shall pay its procosts and expenses (in whatever form) related to the Premises or the Landlord Personalty or their upkeep and maintenance, which expenses are attributable to any period during the Lease Term. Landlord will estimate in advance and charge to Tenant the following costs (collectively, the “Tenant Costs”), which Tenant will pay throughout the Occupancy Period (as defined below) as Additional Rent each month (along with payment of the monthly Base Rent) in the amount of one-rata share twelfth (1/12) of the Landlord’s total annual estimate: (a) Landlord Insurance Costs for which Tenant is responsible under Article 8 of this Lease, (b) Real Property Taxes under Article 5 of this Lease; (c) all Operating ExpensesExpenses under Section 4.05 of this Lease, and (d) the expense for modifications due to changes in the law as set forth in Section 7.03 of this Lease. Within sixty (60) days after The monthly amount estimated by Landlord to be paid by Tenant to Landlord for Tenant Costs may be adjusted by Landlord during the first day 90 days of each calendar yearyear by providing written notice to Tenant of such adjusted amount no later than thirty (30) days prior to the effective date of such increase, or a reasonable period thereaftertogether with the estimated calculations and rationale for such adjustment. Following the end of each calendar year during which this Lease is in effect, Landlord shall will furnish to Tenant an estimate a statement showing the total amount of Tenant’s pro-rata share of reimbursable Operating Expenses for Tenant Costs items paid or incurred by Landlord during the ensuing preceding calendar year, itemized by category, reconciled against the payments received by Landlord from Tenant for such Tenant Costs. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within Within thirty (30) days after Tenant’s receipt of such statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess there will be refunded an adjustment between Landlord and Tenant, with payment to or credit given by Landlord within thirty (30) days of as the date of case may be). “Occupancy Period” means the statement. Landlord will keep books period from the time Tenant first enters the Premises, throughout the Lease Term and records showing for as long as Tenant remains in the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredPremises thereafter.

Additional Rent. In addition to the Base Rent, Tenant agrees to pay as additional rent (the “Additional Rent”) its pro rata share of all Landlord’s expenses of management fees for the Building, Building casualty and other insurance, common area utilities and common area maintenance charges for the portions of the Building accessible and available to all tenants, subject to limits and controls hereinafter described (“Operating Expenses”), provided, however, that the Leased Premises are intended to be primarily free-standing with minimal common charges. Operating Expenses shall not include capital costs and expenses, as defined by Generally Accepted Accounting Principles (“GAAP”), but shall include an annual allocation, not to exceed One Percent (1%) of the gross annual rentals at the Building, to repair and replacement reserves during the Term. Management fees for the Building shall not exceed Three Percent (3%) of the gross annual rents generated by the Building while the Building is managed by Phoenix Management Company. In the event the Building is managed by another company unrelated to the Landlord, the management fee shall not exceed Four Percent of the gross annual rents generated by the Building. Landlord and Tenant agree that water and sewer charges will be separately metered to the Leased Premises and will not become part of the Operating Expenses; provided, however, that all cost and expense related to separate metering of water and sewer shall be the responsibility of the Landlord. Tenant shall pay begin paying its pro-pro rata share of Operating Expenses on the Rent Commencement Date. Failure of Tenant to pay any sums required hereunder shall be deemed as a failure to pay rent. Landlord shall estimate the Operating Expenses and shall provide notice thereof at least annually on the anniversary of this Lease. Said estimated Operating Expenses shall be payable in advance on the day that Base Rent is due in installments equal to 1/12 of the estimated Operating Expenses. Within sixty Each year during the Lease Term and within the ninety (6090) days after next following the first day end of each calendar year, or a reasonable period thereafter, Landlord shall agrees to furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable itemized reconciliation statement in reasonable detail setting forth the total costs included as Operating Expenses for the ensuing preceding calendar year. Based on said itemized statement Landlord shall determine Tenant’s total actual Operating Expenses for such preceding year, and shall make adjustments for underpayment of Tenant’s pro rata share of said Operating Expenses, which underpayment Tenant shall pay to Landlord 1/12th with Tenant’s next monthly payment of Tenant’s pro rata share of said estimate at Operating Expenses, and for overpayments of Tenant’s pro rata share of said Operating Expenses, which overpayment shall be credited against Tenant’s next monthly payment(s) of Tenant’s pro rata share of said Operating Expenses until such overpayment is exhausted. Payments of additional rent received more than five (5) days after the same time due date may be subject to a late payment penalty equal to 2% of the payment amount for each month the payment is late. Xxxxx 0 xxx 0 xxxxx xx responsible for all Operating Expenses of the Building which contains said units and place Landlord shall send the invoices to Unit 1. Real estate taxes shall be paid in accordance with Section 9 herein. Notwithstanding the foregoing, Operating Expenses shall not include any of the following: the cost of capital improvements (defined as a repair or improvement having use of life greater than five (5) years or expenditures that are deemed capital under GAAP); expenses for painting, redecorating, or other work which Landlord performs for any tenant in the Base Rent Building; any expense which is payable by fewer than all the tenants of the Building; interest, amortization, or other payments on loans to Landlord, whether secured or unsecured; depreciation of the Building or other said improvements; ground rent; salaries, wages or other compensation paid to any employee above the grade of building superintendent or building manager, including all officers or executives of Landlord; and income, excess profits, or franchise taxes or other such taxes imposed on or measured by the income of Landlord from the operation of the Building; any expenses relating to the replacement of any item if such replacement is covered under warranty; any reserves; any costs for which is or is to be paid pursuant to paragraph 3reimbursed by proceeds of insurance or condemnation or by any other third party source, above. Landlord will furnish a statement other than payments by other tenants on account of the actual Operating Expenses; any portion of any cost or expense related to use of any common service or utility that includes other tenant or occupant use in excess of normal and customary office use levels; any charges for general administration or overhead; any costs relating to leasing, lease enforcement or procuring tenants, including attorneys’ fees, leasing commissions, advertising costs, space planning, buy-outs, contributions, tenant improvement expenses, and costs to construct any tenant alterations or improvements in connection with the preparation of a space for a new tenant or the renovation of any space for an existing tenant, and any expenses incurred to resolve disputes, enforce or negotiate lease terms with prospective or existing tenants; any costs relating to financing, refinancing or modifying any mortgage or lien on the Building or any portion thereof, and any costs relating to any other indebtedness, including, without limitation, interest, principal payments, late payment fees or penalties, legal fees, commissions, title insurance premiums, points, survey expense, appraisal, environmental report, or engineering report; any penalty or fine or cost incurred by Landlord due to its violation of any law; any interest or penalties assessed against Landlord for late payment by of any of the Operating Expenses or Real Estate Taxes; any cost relating to sculptures, paintings and other objects of art; any cost to repair and/or replace any construction defects or design defects in the Building; any costs relating to advertising, marketing and promotional events; legal fees; the cost of cleanup/remediation of any hazardous waste or hazardous substance, and all other costs of complying with any environmental law, ordinance, regulation, decree or order; and costs of any repairs, restoration or other work attributable to a fire, windstorm or other casualty or to a condemnation, other than those costs equal to a commercially reasonable insurance deductible. Supplementing the foregoing, (i) to the extent any person whose wage, salary, fringe benefits and taxes (payroll and workers’ compensation, etc.) are included in the Operating Expenses does not devote his/her entire time to the Building, then said wage, salary, fringe benefits and other items shall be included only in proportion to the amount of time spent with respect to the reimbursable Building, and (ii) if any service is provided by an affiliate or subsidiary of Landlord or the managing agent, the cost included in the Operating Expenses no later than one hundred twenty (120) days following for such service shall not exceed the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with reasonable and customary cost charged by an independent third party performing the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredservices.

Additional Rent. In addition to Basic Rent, Tenant shall promises to pay its pro-rata share Additional Rent to Landlord during the Term, as follows. “Additional Rent”, for a particular year (which is deemed for this Section to include the partial first or last year of the Term, if such first or last year is not a full year), means (a) Tenant’s Proportionate Share (but not less than zero) of the excess of Operating ExpensesCosts for such year over Operating Costs in the Base Year, (b) Tenant’s Proportionate Share (but not less than zero) of the excess of Real Estate Taxes for such year over Real Estate Taxes in the Base Year, (c) Tenant’s Proportionate Share of the Additional Pass Through Costs for such year, and (d) Tenant’s Proportionate Share of Electrical Costs for such year. Within sixty (60) days after Beginning on the Rent Commencement Date, and continuing on the first day of each calendar month thereafter, Tenant will pay Estimated Additional Rent to Landlord. “Estimated Additional Rent” means monthly installments of Additional Rent in amounts estimated by Landlord. (Because the Base Year is 2011, the Operating Costs and Real Estate Taxes component of Estimated Additional Rent (and Additional Rent itself) will be -$0- through December 31, 2011.) If Landlord increases Estimated Additional Rent during a year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall will promptly pay to Landlord 1/12th the amount of said estimate at the same time increase multiplied by the number of Estimated Additional Rent payments that Tenant has already paid to Landlord in such year. After each year, Landlord will deliver a statement to Tenant showing both the Estimated Additional Rent paid by Tenant and place as the Base amount of Additional Rent is to be paid pursuant to paragraph 3owing by Tenant for such year, abovedetailing expenses by category (a “Statement”). Landlord will furnish a statement provide the Statement to Tenant within 150 days after the end of each year (the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above“Statement Due Date”). Tenant will pay any deficiency underpayment of Additional Rent to Landlord as shown by such statement within thirty (30) days after upon receipt of statement. If a Statement or invoice from Landlord (payable in three equal installments in each of the total amount three months following Tenant’s receipt of the Statement if the underpayment exceeds 10% of the aggregate Additional Rent paid by Tenant during in the period covered by the Statement), and Landlord will either refund any calendar year exceeds overpayment of Additional Rent to Tenant or credit future Additional Rent by the actual amount of its share any overpayment. “Tenant’s Proportionate Share” means a fraction, the numerator of which is the rentable area of the reimbursable Operating Expenses due Premises and the denominator of which is the rentable area of the Project. With respect to any item, good, or service, Landlord may exclude from the denominator the rentable area of any tenant that is paying Landlord or the provider directly for such calendar yearitem, good, or service. Initially, Tenant’s Proportionate Share is the excess Initial Proportionate Share. Landlord (or any successor to Landlord) may not require Tenant to pay for any item, good, or service that Landlord does not include in a Statement (or supplement to a Statement) for more than (x) 120 days following the final resolution of any dispute or litigation, arbitration, mediation, or other proceeding concerning the validity or amount of Real Estate Taxes and (y) 18 months following the first Statement Due Date after Landlord pays for any other item, good, or service (i.e., other than Real Estate Taxes). Furthermore, Landlord fails to provide a Statement to Tenant on or before the Statement Due Date, then any overpayment by Tenant of Additional Rent will be refunded accrue interest at the Default Rate from the Statement Due Date until the Date such amount is paid by Landlord within thirty to Tenant (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered paid by Landlord to Tenant within two (2) years following in the year in which same manner that such Operating Expense was incurredoverpayment of Additional Rent is paid).

Additional Rent. Throughout the Term of this Lease, Tenant shall pay, as additional rent, to Landlord Tenant’s Proportionate Share of the Operating Expenses (as defined in Section 4.3), plus any additional sums due pursuant to Section 6.1 (“Additional Rent”), in equal monthly installments, payable with each installment of Base Rent. Tenant’s Proportionate Share of the Operating Expenses shall be based on Landlord’s reasonable and good faith estimate of the Operating Expenses due from Tenant for the current calendar year of the Term, in relation to Tenant’s Proportionate Share (“Estimated Operating Expenses”). For partial calendar years in the Term, Tenant shall pay its proAdditional Rent equal to one-rata share twelfth (1/12) of the annual Estimated Operating ExpensesExpenses for each month during the Term. Commencing on January 1, 2024, Tenant’s liability for Operating Expenses shall not increase by more than four percent (4%) annually on a noncumulative basis, exclusive of increases attributable to Taxes (as hereinafter defined), utilities, insurance, snow removal costs, association dues, and any other expenses that Landlord has no reasonable ability to control. Within sixty (60) days after the first day end of each calendar year, or a reasonable period thereafteryear in the Term, Landlord shall furnish to Tenant an estimate a statement showing in reasonable detail the determination of TenantLandlord’s pro-rata share of reimbursable true and actual Operating Expenses for the ensuing preceding calendar year. If the actual Operating Expenses payable by the Tenant shall for any calendar year exceed the Estimated Operating Expenses paid by Xxxxxx, then Tenant shall, subject to a right to review Landlord’s books and records and/or Tenant’s right to conduct an audit, as specified below, pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after Xxxxxx’s receipt of statement. If Landlord’s statement of Operating Expenses due from Tenant, the difference between: (a) Tenant’s Proportionate Share of the actual Operating Expenses for such calendar year; and (b) the total amount sum of Estimated Operating Expenses paid by Xxxxxx during such calendar year. If, however, the actual Operating Expenses payable by Tenant for any calendar year are less than the Estimated Operating Expenses paid by Tenant during any such calendar year exceeds year, then Landlord shall pay to Tenant, upon delivery to Tenant of the Landlord’s statement of the actual Operating Expenses, the difference between: (y) the total sum of Estimated Operating Expenses paid by Tenant during such calendar year; and (z) the actual amount of its share of the reimbursable Operating Expenses due for payable by Tenant during such calendar year. Failure of Landlord to timely provide an annual reconciliation notice of underpayment or overpayment by Tenant of its Additional Rent obligation will not waive any of Landlord’s rights to collect such payments or Tenant’s obligations hereunder, but will extend each party’s rights until the excess will be refunded by date notice is given; provided, however, that in no event shall Landlord within thirty (30) days retroactively include items in Operating Expenses for a certain calendar year following the expiration of the date thirty-sixth (36th) month after the expiration of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredcalendar year.

Additional Rent. Any amounts required to be paid by Tenant under this Lease (in addition to Base Rent) hereunder and any charges or expenses incurred by Landlord on behalf of Tenant under the terms of this Lease, including, without limitation, any expenses incurred for taxes, insurance, maintenance, repairs, replacements, owner's association dues and assessments, utilities and other charges assessed against or attributed to the Demised Premises which are the obligation of Tenant hereunder, shall be considered additional rent (herein, "Additional Rent") payable in the same manner and upon the same terms and conditions as Base Rent reserved hereunder except as expressly set forth herein to the contrary. Without limiting the foregoing, Tenant shall and does hereby agree to pay its pro-rata share of Operating Expenses. Within sixty (60) days after the first day of each calendar yeardirectly, or a reasonable period thereafterto reimburse Landlord upon demand for, as Landlord may direct, and Additional Rent shall furnish include, any and all owner's association dues and assessments, utilities and charges assessed against or attributed to the Demised Premises pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants or development standards paid by Landlord with respect to or imposed or assessed upon or against the Demised Premises from time to time throughout that portion of the Term (and any extension thereof) commencing with the Lease Commencement Date. Any failure on the part of Tenant an estimate to pay such Additional Rent when due shall entitle Landlord to the remedies available to it for non-payment of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate Base Rent, including, without limitation, late charges and interest thereon at the same time and place Interest Rate (as herein defined) pursuant to Section 32 hereof. Tenant's obligations for payment of Additional Rent shall begin to accrue on the Lease Commencement Date regardless of the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredCommencement Date.

Additional Rent. Tenant Subtenant shall also pay its pro-to Sublandlord Subtenant’s pro rata share of Operating Expensesall Additional Rent when due under the Master Lease. Within sixty For purposes of this Sublease, “Additional Rent” shall mean any amount payable under the Master Lease which is attributable to the Subleased Premises, including, without limitation, operating costs, taxes, and insurance. The parties understand and acknowledge that the 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 Seventy Six Cents (60$8.76) days after per square foot. After 2004 and throughout the first day remainder of each calendar yearthe Term, or a reasonable period thereafterin addition to Base Rent, Landlord Subtenant shall furnish to Tenant an estimate of Tenantpay Subtenant’s pro-pro rata share of reimbursable Operating Expenses any increases in Additional Rent above the per square foot rate set forth herein. 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 adjusted throughout the Term as Subtenant subleases additional space in the Subleased Premises as described in Section 1 above. After Subtenant has subleased at least twenty thousand (20,000) rentable square feet (i.e., on or before April 1, 2005) pursuant to this Sublease, 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 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 the actual controllable operating expenses for the ensuing calendar yearprevious twelve (12) month period. Tenant In addition, for the first twelve (12) months of the Sublease, Subtenant further shall pay to Landlord 1/12th of said estimate at Sublandlord One Hundred Dollars ($100.00) per month, commencing on the same time Commencement Date, in consideration for Subtenant’s access to and place as right to use the Base Rent is to be paid pursuant to paragraph 3lunchroom, above. Landlord will furnish a statement the large conference room, and the showers and restrooms located within the Premises but initially located outside of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredSubleased Premises.

Additional Rent. Tenant The Subtenant shall pay its pro-rata share of Operating Expenses. Within sixty (60) days after the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenantas Additional Rent Subtenant’s pro-rata share (based on the Rentable Square Feet of reimbursable 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, and (ii) the amount (if any) by which Operating Expenses for any calendar year during the ensuing term of this Sublease exceeds Operating Expenses for annual calendar yearyear 2004. Tenant The Additional Rent computed under this Section 5 shall be prorated should the Sublease commence or terminate before (a) the end of any Tax Year for that portion related to Taxes; or (b) the end of any calendar year for that portion related to Operating Expenses. The Subtenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Sublandlord such Additional Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt written notice from Sublandlord that it is due. Upon request of statement. If Sublandlord, Subtenant shall make monthly payments of Additional Rent on the total first day of each month equal to one-twelfth (1/12) of the amount of such Additional Rent last paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses Subtenant or as reasonably projected by Sublandlord to be due from Subtenant, with a final accounting and payment for such calendar year, the excess will each tax and operating period to be refunded by Landlord made within thirty (30) days after written notice from Sublandlord of the date exact amount of such Additional Rent. In 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 receive a rebate of its pro-rata share of the statementamount abated, provided that the amount of the 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 provided by Prime Landlord will keep books and records showing to Subtenant or the reimbursable Operating Expenses Premises in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed Section 3.3 of the Prime Lease, Subtenant shall negotiate directly with Prime Landlord for any particular Operating Expense all such non-standard services and billing procedures, and Subtenant shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which pay Prime Landlord directly for all such Operating Expense was incurrednon-standard services.

Additional Rent. Tenant shall pay its pro-rata share reimburse to Landlord for the month of Operating ExpensesOctober, 2008, and thereafter, monthly, beginning November 1, 2009 (Tenant is not responsible for Additional Rent during Months 1 through 12 of this Lease) and continuing throughout the Term of the Lease, 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 any Miscellaneous Charges or Reimbursements. Within sixty 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 (60) see Exhibit C). During the Term of Lease and/or any extension of this Lease, Landlord, within 120 days after the first day of each calendar yearyear end, or a reasonable period thereafter, Landlord shall furnish will provide to Tenant an estimate a written statement of Tenant’s pro-rata actual CAM and Real Estate Taxes/Assessments expenses. If Tenant has underpaid its share of reimbursable Operating Expenses for the ensuing calendar year. any of these expenses, Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to reimburse Landlord as shown by such statement invoiced within thirty ten (3010) days after receipt of statementsuch invoice. If Tenant has overpaid its share of any of these expenses, Landlord will credit such amount against the most current monthly invoice. If the total amount paid by Tenant during any Term of Lease is less than one calendar year exceeds 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 amount 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 if Tenant fails to 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 square footage of the Demised Premises, which includes Tenant’s proportionate share of any rooms considered common areas to the reimbursable Operating Expenses due for such calendar yearBuilding, divided by the excess will be refunded by Landlord within thirty (30) days total square footage of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principlesBuilding to obtain an annual cost per square foot. Landlord’s right to be reimbursed , at its election, may invoice for reimbursement(s) of any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year Utility usage as contemplated in which such Operating Expense was incurredSection 3.3 below.

Additional Rent. Tenant Subtenant agrees to pay Sublandlord of the following amounts (collectively, 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). Subtenant shall pay its proone-rata share twelfth (1/12th) of Operating Expenses. Within sixty (60) days after Sublandlord’s 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 “Expense Statement”) showing the Shared Building Area Costs, Project Operating Costs, Project Insurance Costs and Project Property Taxes during such year and calculating the Additional Rent for such year. Notwithstanding anything to the contrary contained herein, if Sublandlord fails to charge Subtenant for any amount that may be included in Shared Building Area Costs, Project Operating Costs, Project Insurance Costs or Project Property Taxes within one (1) year after the end of the calendar year in which Sublandlord paid such amount, then Sublandlord shall cease to have the right to charge Subtenant for its share of such amount under this Section 4(b). If the estimated payments made by Subtenant pursuant to this section are not sufficient to cover the actual amount of the Additional Rent for any calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant then Subtenant shall pay to Landlord 1/12th of said estimate at Sublandlord the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after Subtenant’s receipt of statementthe Expense Statement for such year. If the total amount paid estimated payments made by Tenant during any calendar year exceeds Subtenant pursuant to this section exceed the actual amount of its share of the reimbursable Operating Expenses due Additional Rent for such any calendar year, then the excess will 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 by Landlord to Subtenant within thirty (30) days thereafter, except if Subtenant is in default hereunder, Sublandlord shall not be required to refund such excess until the default is cured by Subtenant. Within one hundred eighty (180) days after its receipt of any Expense Statement, Subtenant or its authorized representatives may review Sublandlord’s records related to the Additional Rent detailed in such Expense Statement; provided such review shall be conducted at Sublandlord’s offices during normal business hours and Subtenant shall schedule such review at a time reasonably acceptable to Sublandlord. If any such review reveals that Subtenant has paid Sublandlord more than the Additional Rent for any year due under this section (an “Expense Overpayment”), then (i) Subtenant shall notify Sublandlord, in writing, of the date 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 statementAdditional Rent owed by Subtenant under this section for any year (an “Expense Underpayment”), then Subtenant shall pay to Sublandlord the Expense Underpayment within thirty (30) days after completion of such review. Landlord will keep books 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 showing related to Additional Rent whose fee is based, in whole or in part, on the reimbursable Operating Expenses results of such inspection, review or audit. Notwithstanding anything to the contrary contained herein, if Subtenant does not review Sublandlord’s records related to any Additional Rent within the one hundred eighty (180) day period provided under this section or Subtenant does not notify Sublandlord, in accordance with generally accepted accounting principles. Landlord’s writing, of an Expense Overpayment within the period required under this section, then Subtenant shall cease to have any right to be reimbursed for any particular Operating review such records or receive a refund of such Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredOverpayment.

Additional Rent. Commencing on the Commencement Date, Tenant shall pay its pro-rata share of Operating Expenses. Within sixty (60) days after to Landlord, as Additional Rent, monthly, in advance on the first day of each month during the Term, an amount equal to one-twelfth (1/12th) of the following amounts as estimated by Landlord: (a) Tenant’s Share of Building Property Insurance; (b) Tenant’s Share of Taxes – Real Property; (c) Tenant’s Share of Skybridge Fee; and (d) Tenant’s Share of CAM. Landlord may change its estimate from time to time by written notice to Tenant. Landlord shall reasonably estimate the costs for Building Property Insurance, Taxes – Real Property, Skybridge Fee and CAM for each calendar year during the Term based on the most reliable information available to Landlord. For each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of as soon as is reasonably practicable, a written statement showing in reasonable detail the estimated Tenant’s pro-rata share Share of reimbursable Operating Expenses Building Property Insurance, Tenant’s Share of Taxes – Real Property, Tenant’s Share of Skybridge Fee and Tenant’s Share of CAM for the ensuing such calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Such Additional Rent is to exclusive of any Taxes – Other, and should such Taxes – Other apply during the Term, such Additional Rent shall be paid pursuant to paragraph 3, aboveincreased by the amount of such Taxes - Other. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than Within one hundred twenty (120) days following after the end of each calendar year during the Term, Landlord shall furnish to Tenant a statement with respect to the actual amounts incurred for Building Property Insurance, Taxes – Real Property, Skybridge Fee and CAM for the preceding calendar year-end including , showing Tenant’s share thereof. If Tenant’s share of such actual costs for that calendar year exceeds the year following monthly estimated payments made by Tenant, then Tenant shall pay Landlord the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of the statement. If the total amount paid by Tenant Tenant’s payments made during any that calendar year exceeds exceed Tenant’s share of such actual costs, then, at Landlord’s option, either Landlord shall pay Tenant the actual amount excess at the time Landlord furnishes the statement to Tenant, or shall credit the excess against the next monthly installment(s) of its Base Rent and Additional Rent; provided, however, that at the end of the Term Landlord shall pay Tenant the excess at the time Landlord furnishes the statement to Tenant. Tenant’s share of the reimbursable Operating Expenses due for such calendar year, items specified in Sections 3.2.1 through 3.2.4 below shall be prorated on the excess will be refunded by Landlord within thirty (30) days basis of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right a 365-day year to be reimbursed account for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following fractional portion of a year included in the year in which such Operating Expense was incurredTerm at its commencement and expiration.

Additional Rent. (a) In addition to the Base Rent provided in Section 1(g) hereof, Tenant shall pay its pro-rata to Landlord as Additional Rent Tenant's share of Operating ExpensesExcess Expenses for each Expense Year during the term of this Lease as provided in this Section. Within sixty (60) 90 days after the commencement of each Expense Year (or such longer period of time as Landlord reasonably requires for preparation of the statement), Landlord shall give Tenant notice of Landlord's estimate of the amount payable under this Section for the Expense Year. On the first day of each calendar month during the Expense Year, Tenant shall be liable to pay to Landlord one-twelfth (1/12) of such estimated amount. Until, if such notice is given, Tenant shall continue to pay on the basis of the prior year's estimate. On receipt of the notice, the estimated amount shall be divided into twelve (12) equal monthly installments; and on the first day of the month following such notice, Tenant shall pay an amount equal to one monthly installment multiplied by the number of months from January of such Expense Year to the month of payment, less any payments already made for those months, plus the monthly installment due on the date of such payment, and on the first day of each succeeding month in such Expense Year, shall pay to Landlord an amount equal to one monthly installment. Within 120 days after the end of each Expense Year in which Tenant is obligated to pay Excess Expenses (or a reasonable such longer period thereafterof time as Landlord reasonably requires for preparation of the statement), Landlord shall furnish to Tenant an estimate of with a statement ("Landlord's Expense Statement") setting forth in reasonable detail the actual Expenses for such Expense Year, and Tenant’s pro-rata 's share of reimbursable Operating Excess Expenses. If Tenant's Share of the actual Excess Expenses for such Expense Year exceeds the ensuing calendar year. estimated Excess Expenses paid by Tenant for such Expense Year, Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty difference within fifteen (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (3015) days after receipt of statement. If Landlord's Expense Statement; and if the total amount paid by Tenant during for any calendar year such Expenses for such Expense Year exceeds Tenant's Share of actual Excess - Expenses for such Expense Year, such excess shall be credited against the actual amount next installment of its share estimated Excess Expenses or other Rent due from Tenant to Landlord hereunder or if the Lease Term has expired, shall be paid to Tenant concurrently with delivery of Landlord's Statement. If any part of the reimbursable Operating Expenses due first or the last years of the Lease Term shall include part of an Expense Year, Tenant's obligations under this Section shall be apportioned so that Tenant shall pay only for such calendar year, parts of such Expense Years as are included in the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredLease Term.

Additional Rent. Landlord shall furnish to Tenant, prior to January 31st of each year, Landlord’s estimate of Operating Expenses for the coming year. The estimate shall be determined as though the Building were occupied at the actual occupancy rate or at an occupancy rate of ninety-five (95%) percent, whichever is higher. Tenant shall pay its pro-rata share of Operating Expenses. Within sixty (60) days after to Landlord, on the first day of each month as Additional Rent during the Lease Term, an amount equal to one-twelfth (1/12) of Tenant’s Proportionate Share of Landlord’s estimate of Operating Expenses. Until Landlord shall furnish such estimate to Tenant, Tenant shall pay to Landlord, on the first day of each month, an amount equal to the Additional Rent payable during the preceding month. If there shall be any increase or decrease in Operating Expenses for any year, whether during or after such year, Landlord shall furnish to Tenant a revised estimate and the Additional Rent shall be adjusted and paid or refunded, as the case may be. If the calendar year for which such estimate is furnished ends after the termination of this Lease, or begins before the commencement of this Lease, the Additional Rent payable hereunder shall be prorated to correspond to that portion of the calendar year occurring within the Term of this Lease. Within one hundred twenty (120) days after the end of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Operating Statement showing actual Operating Expenses incurred for the preceding year, adjusted where appropriate to a projected cost as though the Building were 95% occupied for any periods where actual occupancy was less than 95%. if the Operating Statement shows that the sums paid by Tenant exceed Tenant’s pro-rata share Proportionate Share of reimbursable Operating Expenses for Expenses, Landlord shall promptly either refund to Tenant the ensuing calendar year. amount of such excess or credit the amount thereof against subsequent payments of Additional Rent; and if the Operating Statement shows that the sums paid by Tenant were less than Tenant’s Proportionate Share of the same, Tenant shall pay to Landlord 1/12th the amount of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty such deficiency within ten (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (3010) days after receipt demand therefor. Failure or delay of statementLandlord to submit the written statement referred to herein shall not waive any rights of Landlord. If Notwithstanding the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar yearforegoing, the excess will Annual Minimum Rent shall never be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses decreased below that amount set forth in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredSection 1.1.

Additional Rent. During the Term of the Lease Tenant shall pay its pro-rata share as Additional Rent (the “Additional Rent”) Tenant's Proportionate Share (defined herein) of Operating Expenses. Within sixty Expenses (60defined below) days after in accordance with the following: For first Lease Year during the term of this Lease, Tenant shall pay to Landlord each month, on the first day of each calendar yearmonth following the Commencement Date of Lease, or a reasonable period thereafter, Landlord shall furnish an amount equal to Tenant an Landlord's estimate of Tenant’s pro-rata share 's Proportionate Share of reimbursable Operating Expenses for the ensuing calendar year. Lease Year divided by the number of months remaining in such Lease Year; and for each Lease Year thereafter Tenant shall pay to Landlord 1/12th each month, on the first day of said estimate each month following the Commencement Date of the Lease, an amount equal to one-twelfth (1/12) of the then estimated Tenant's Proportionate Share of Excess Operating Expenses. The Additional Rent for Year One is estimated at the same time and place as $0.XX per rentable square foot per month. The prorated monthly amount of $XXX.00 is in addition to the Base Rent is Rent. Operating Expenses for each Calendar Year shall be budgeted by Landlord, from which Landlord shall estimate Tenant's Proportionate Share of Operating Expenses, and written notice of such estimate of Tenant's Proportionate Share shall be given to be paid pursuant Tenant as soon as reasonably possible on or before the beginning of each Calendar Year. If Operating Expenses increase during a Lease Year, Landlord may revise its estimate of Tenant's Proportionate Share of Excess Operating Expenses during such year by giving Tenant written notice to paragraph 3that effect, aboveand thereafter Tenant shall pay to Landlord, in each of the remaining months of such Lease Year, an Additional Rental divided by the number of months remaining in such year. Within one hundred eighty (180) days after the end of each Calendar Year, Landlord will furnish shall prepare and deliver to Tenant a statement of showing the actual cost with respect to amount of Tenant's Proportionate Share of Operating Expenses. If the reimbursable actual amount of Tenant's Proportionate Share of Operating Expenses no later than one hundred twenty incurred in respect of any Lease Year exceeds the estimate of Tenant's Estimated Proportionate Share of Operating Expenses for such Lease Year, then Tenant shall pay to Landlord the amount of such difference within ten (12010) days following receipt of notice from Landlord setting forth the actual amount of Tenant's Proportionate Share of Operating Expenses in respect of such Lease Year. If the actual amount of Tenant's Proportionate Share of Operating Expenses in respect of any Lease Year is less than the estimate of Tenant's Proportionate Share of Operating Expenses for such Lease Year, there will be an adjustment of the Tenant’s additional. Landlord shall have no obligation to refund to Tenant such difference. If the last Lease Year is a fractional calendar year-end , then Landlord shall adjust the Proportionate Share of Operating Expenses to reflect the number of months (including the year following the year fractional months) in which the such fractional Lease terminatesYear, as appropriate to reflect any proration of Operating Expenses. In the event Any delay by Landlord in delivering any estimate or statement pursuant to this Section shall not relieve Tenant of its obligations pursuant to this Section except that Landlord is, for Tenant shall not be obligated to make any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish payments based on such accounting as soon thereafter as practicable with the same force and effect as the estimate or statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty until ten (3010) days after receipt of such estimate or statement. If the total amount paid Additional Rental shall also include, and Tenant shall pay as Additional Rental, a reasonable charge determined by Landlord for any services required to be provided by Landlord by reason of any use by Tenant during of any calendar year exceeds services customarily provided by Landlord to all other tenants in the actual amount Building or by reason of its share any recurrent use of the reimbursable Operating Expenses Premises by Tenant at any time other than Normal Business Hours. Tenant shall pay for any additional or unusual janitorial services required by reason of Tenant's use of the Premises or by reason of improvements in the Premises other than Building Standard Improvements and any repairs required to be made to the Building due for such calendar year, to the excess will be refunded use of the Building by Landlord Tenant or its agents or invitees within thirty ten (3010) days of being billed by Landlord. If improvements in the date Premises other than Building Standard Improvements or Tenant's use or the conduct of business on the statement. Premises or in the Building, whether or not with Landlord's consent and whether or not otherwise permitted by this Lease, results in any increase in ad valorem taxes (not separately assessed) or in premiums for the fire and liability insurance or any other insurance coverage carried by Landlord will keep books and records showing with respect to the reimbursable Operating Expenses Building or its contents, Tenant shall pay as Additional Rental any such increase in accordance with generally accepted accounting principles. taxes or premiums (as reasonably allocated by Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant ) within two ten (210) years following the year in which such Operating Expense was incurreddays after being billed by Landlord.

Additional Rent. Tenant shall In addition to the Sublease Rent provided in Section 3 of this Sublease, commencing on the Sublease Rent Commencement Date, Sublessee must also pay its pro-rata share to Sublessor all Taxes (as defined in the Primary Lease), Operating Expenses (as defined in the Primary Lease), Separately Reimbursable Utilities (as defined in the Primary Lease) and any other rent or other charges payable by Sublessor pursuant to the Primary Lease for the Premises, and all such other sums of Operating Expensesmoney becoming due and payable by Sublessor to Landlord under the Primary Lease and relating to the Premises (“Additional Rent”). Within sixty (60Sublease Rent and all Additional Rent are sometimes collectively referred to in this Sublease as “Rent.” Pursuant to Section 4.2(b) days of the Primary Lease, after the first day end of each calendar year, Landlord is required to deliver to Sublessor a Reconciliation Statement of the actual Operating Expenses and Taxes for the prior calendar year and thereafter Sublessor shall either pay to Landlord any underpayment of Operating Expenses or a reasonable period thereafter, Taxes or Landlord shall furnish credit to Tenant an estimate Sublessor any overpayment of Tenant’s pro-rata share of reimbursable Operating Expenses or Taxes for the ensuing prior calendar year. Tenant Promptly following Sublessor’s receipt of the Reconciliation Statement from Landlord, Sublessor shall deliver the same to Sublessee and Sublessor and Sublessee shall thereafter make a similar reconciliation payment to each other based on Operating Expenses and Taxes for the Premises (i.e., Sublessee shall pay to Sublessor any amounts that it underpaid for Operating Expenses and/or Taxes for the prior calendar year or Sublessor shall credit to Sublessee any overpayment made by Sublessee of Operating Expenses and Taxes for the prior calendar year). Notwithstanding anything herein to the contrary, Operating Expenses shall exclude any costs or expenses incurred by Landlord 1/12th of said estimate at relating to a service that is only allocable or provided to the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement portion of the actual cost Primary Leased Premises exclusively used by Sublessor (i.e., being the portion of the Primary Leased Premises other than the Premises or any common areas (e.g., parking areas, loading docks, lobbies, etc.)). For the avoidance of doubt, the preceding sentence does not exclude from Operating Expenses any costs incurred by Landlord with respect to the reimbursable Operating Expenses repair, maintenance or replacement of any base Building systems or equipment that serve the Building generally. All Rent must be paid without notice, demand, abatement, deduction or setoff, except as otherwise expressly provided in this Sublease. All amounts of Rent not paid by Sublessee when due shall bear interest from the date due until the date paid at the same rates of interest, and subject to the same late fees, penalties, or charges, if any, provided for in the Primary Lease. EXCEPT TO THE EXTENT SUBLESSOR IS ENTITLED TO ANY SUCH ABATEMENT UNDER THE PRIMARY LEASE (BUT ONLY TO THE EXTENT SUCH ABATEMENT APPLIES TO THE PREMISES BEING SUBLET BY SUBLESSEE HEREUNDER) AND ACTUALLY RECEIVES SUCH ABATEMENT FROM LANDLORD WITH RESPECT TO THE PREMISES BEING SUBLET BY SUBLESSEE, SUBLESSEE WILL CONTINUE TO PAY THE RENT AND OTHER CHARGES DUE AND PAYABLE BY SUBLESSEE HEREUNDER WITHOUT ABATEMENT, SET OFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH OR ALLEGED BREACH BY SUBLESSOR OF SUBLESSOR’S DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. Notwithstanding the preceding sentence to the contrary, in no later than one hundred twenty event shall Sublessee be entitled to an offset, reduction or abatement of rent payable hereunder if Sublessor receives an offset, reduction or abatement of rent payable by it under the Primary Lease as a result of exercising its self-help rights or as a result of any failure of Landlord to disburse the tenant improvement allowance payable to Sublessor; provided, however, Sublessee shall have those certain offset rights set forth in Paragraph (120a)(x) days following of the calendar year-end including the year following the year work letter attached hereto as Exhibit “C” in which the Lease terminates. In the event that Landlord is, for any reason, unable Sublessor fails to furnish disburse the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredSublessee Improvement Allowance.

Additional Rent. Commencing on the Possession Date, Tenant shall pay its proLandlord as additional Rent all amounts attributable to Real Property Taxes, as defined below. All monies other than Base Rent required to be paid by Tenant in this Lease, including, but not limited to, Pre-rata share Commencement Rent, Real Property Taxes, as defined below, charges to be paid by Tenant under Paragraph 15, the interest and late charge described in Paragraphs 26.4 and 26.5, and any monies spent by Landlord pursuant to Paragraph 30, shall be considered additional rent (“Additional Rent”). Tenant shall also pay to Landlord as Additional Rent the aggregate amount of Operating Expenses. Within sixty $150,000.00 in consideration for Landlord’s expenses incurred in pursuit of the CUP (60“CUP Obligation”) days after within one (1) year of the first day of each calendar the month following issuance of the CUP and commencement of business operations under the CUP. The amount of Additional Rent attributable to Real Property Taxes, as defined below, shall be paid monthly in an amount equal to 1/12th of the amount due in the applicable year (the amount due for any partial month or Lease year shall be prorated). Such amount shall be based on Landlord’s written statement estimating such Real Property Taxes for the applicable year. If at the end of any Lease year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar for Real Property Taxes is less than the amount of Real Property Taxes otherwise required to be paid by Tenant for such year exceeds (based on the actual amount of its share of the reimbursable Operating Expenses due such Real Property Taxes for such calendar year) the balance shall be paid by Tenant along with the next monthly installment of Rent under this Lease, and if the amount paid by Tenant for Real Property Taxes for such year is more than the amount of Real Property Taxes otherwise required to be paid by Tenant for such year, such amount shall be credited against the excess will be refunded next installments of Rent payable under this Lease (if any such amounts remain owing by Landlord to Tenant after the termination of this Lease, such amounts shall be paid by Landlord to Tenant within thirty twenty (3020) days of the date termination of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredthis Lease).

Additional Rent. The Lease requires Tenant shall to make payments to Landlord on the basis of increases in operating expenses and real estate taxes. Subtenant agrees to pay its pro-Tenant additional ren t(the "Additional Rent") equal to Subtenant's pro rata share of Operating Expensessuch increases above the amount payable by Tenant to Landlord during the Base Year (as hereinafter defined). Within sixty For purposes of this Paragraph 6, the Base year shall be calendar year 1996, and Subtenant's pro rata share shall be the product of (60i) days after the first day amount of each calendar yearsuch increases above the Base Year payable from time to time by Tenant under the Lease, or multiplied by (ii) a reasonable period thereafterfraction, Landlord the numerator of which shall furnish be 7,100 square feet, and the denominator of which shall be the total number of square feet of rentable area leased from time to time by Tenant pursuant to the Lease. Payments of Additional Rent by Subtenant shall commence on January 1, 1997, and shall be paid to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for on the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate same basis and at the same time and place as that Tenant is required to pay such additional rent to Landlord under the Base Rent is Lease. Tenant agrees to furnish to Subtenant a copy of any statement received by Tenant from Landlord showing the amounts of additional rent to be paid pursuant to paragraph 3, above. Landlord will furnish by Tenant under the Lease and a statement setting forth the calculation of the actual cost with respect Subtenant's pro rata share of such amounts to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting be paid by Subtenant as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified aboveAdditional Rent. Tenant will pay agrees to reimburse to Subtenant a pro rata share of any deficiency reimbursements made by Landlord to Landlord as shown Tenant that result from any overpayments of additional rent made by such statement Tenant during the preceding calendar year which apply tot he time period during the Term hereof within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for receives such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. reimbursement from Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurred.

Additional Rent. All sums payable by Tenant under this Lease other than Base Rent shall pay be deemed “Additional Rent;” the term “Rent” shall mean Base Rent and Additional Rent. Landlord shall estimate in advance and charge to Tenant the following costs, to be paid with the Base Rent on a monthly basis throughout the Lease Term: (i) all Real Property Taxes for which Tenant is liable under Section 5.01 and 5.02 of the Lease, (ii) all utility costs (if utilities are not separately metered) for which Tenant is liable under Section 6.01 of the Lease, (iii) all insurance premiums for which Tenant is liable under Sections 7.01 and 7.07 of the Lease and (iv) all CAM Expenses for which Tenant is liable under Section 8.04 of the Lease. Collectively, the aforementioned Real Property Taxes, insurance, utility, and CAM Expenses shall be referred to as the “Total Operating Costs”. Landlord may adjust its pro-rata share estimates of Total Operating ExpensesCosts at any time based upon Landlord’s experience and reasonable anticipation of costs. Such adjustments shall be effective as of the next Rent payment date after notice to Tenant. Within one hundred twenty (120) days after the end of each Fiscal Year during the Lease Term, Landlord shall deliver to Tenant a statement prepared in accordance with generally accepted accounting principles setting forth, in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding fiscal year and Tenant’s Pro Rata Share of such expenses. Tenant may review Landlord’s books and records supporting such statement in the office of Landlord, or Landlord’s agent, during normal business hours, upon giving Landlord five (5) days advance written notice within sixty (60) days after receipt of such statement, but in no event more often than once in any one year period. Within sixty (60) days after the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share receipt of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a Landlord’s statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within or thirty (30) days following Tenant’s review of Landlord’s books and records, there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the case may be) in order that Landlord shall receive the entire amount of Tenant’s share of such costs and expenses for such period. Notwithstanding the foregoing, in the event Landlord fails to deliver its statement within two hundred seventy (270) days after receipt the end of statement. If the total amount paid by Tenant during any calendar year exceeds each Fiscal Year, Landlord shall have no right to collect an additional payment for the actual amount of Tenant’s Pro Rata Share of Total Operating Costs. In addition to its share obligation to pay Base Rent and its Pro Rata Share of the reimbursable Total Operating Expenses due Costs, Tenant is required hereunder to pay directly to suppliers, vendors, carriers, contractors, etc. certain insurance premiums, utility costs, personal property taxes, maintenance and repair costs and other expenses, collectively “Additional Expenses.” If Landlord pays for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating any Additional Expenses in accordance with generally accepted accounting principles. Landlordthe terms of this Lease, Tenant’s right obligation to be reimbursed for any particular Operating Expense reimburse such costs shall be waived if an invoice therefor is not delivered to Additional Rent obligation payable in full with the next monthly Rent payment. Unless this Lease provides otherwise, Tenant within two (2) years following shall pay all Additional Rent then due with the year in which such Operating Expense was incurrednext monthly installment of Base Rent.

Additional Rent. Tenant shall pay its pro-rata share Beginning with the commencement date of Operating Expenses. Within sixty (60) days after the first day term of each calendar yearthis Lease, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent the following: (a) All Taxes relating to the Premises as set forth in Paragraph 9, 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 required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount reasonably estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled at the end of each calendar year as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimate at estimated amount, or Landlord refunding to Tenant (providing Tenant is not in default in the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual cost with respect to expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the reimbursable Operating Expenses no later expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than one hundred twenty (120) days following the last day of a calendar year, the actual Additional Rent incurred for the calendar year-end including the year following the year in which the Lease terminates. In term hereof expires or otherwise terminates shall be determined and settled on the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as basis of the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due Additional Rent for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books year and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to Tenant within two (2) years following the year in which such Operating Expense was incurred365.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay its pro-rata to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of Operating Expensesall Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorney's fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. Within sixty (60) days after In the first day event of each calendar year, or a reasonable period thereafternonpayment by Tenant of Additional Rent, Landlord shall furnish 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 Tenant an estimate Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of Tenant’s pro-rata share invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of reimbursable Operating Expenses for the ensuing calendar yearLandlord. Tenant shall pay to Landlord 1/12th monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimate at estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual cost with respect to expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the reimbursable Operating Expenses no later expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than one hundred twenty (120) days following the last day of a calendar year, the actual Additional Rent incurred for the calendar year-end including the year following the year in which the Lease terminates. In term hereof expires or otherwise terminates shall be determined and settled on the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as basis of the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due Additional Rent for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books year and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to Tenant within two (2) years following the year in which such Operating Expense was incurred365.

Additional Rent. Tenant shall pay its pro-rata share Commencing on the Sublease Commencement Date and continuing throughout the duration of Operating Expenses. Within sixty (60) days after the first day of each calendar yearSublease Term, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant Subtenant shall pay to Landlord 1/12th Sublandlord, as Additional Rent (defined below), both: (1) Subtenant’s Percentage – Project (defined below) of said estimate at all expenses due under the same time and place Lease, including without limitation, all Operating Expenses (as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement defined in Section 5.1.1 of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord isOriginal Lease), for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish and such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense amounts shall be waived if an invoice therefor is not delivered payable as and when payable by Sublandlord to Tenant within two Master Landlord; and (2) years following Subtenant’s Percentage – Building (defined below) of all expenses, costs, and disbursements which Sublandlord shall actually pay or incur in connection with the year Lease and/or the operation, repair, maintenance and/or replacement of the Building and calculated assuming the Building is one hundred percent (100%) occupied, including without limitation, all common area maintenance and elevator maintenance charges and fees, and such amounts shall be payable as and when paid or incurred by Sublandlord. “Subtenant’s Percentage – Project” shall mean Subtenant’s percentage of the entire Project as determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Project (i.e., approximately 16.2558%). “Subtenant’s Percentage – Building” shall mean Subtenant’s percentage of the entire Building as determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building (i.e., approximately 48.7522%). “Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this Sublease, including without limitation: Operating Expenses; common area maintenance and elevator maintenance charges and fees; late charges; overtime or excess service charges; damages; interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall not request or utilize overtime or excess services without Sublandlord’s prior consent. If Sublandlord consents to such overtime or excess services, Subtenant shall be solely responsible for the cost thereof. Because the Lease provides for the payment by Sublandlord of Operating Expenses on the basis of an estimate thereof, as and when adjustments between estimated and actual Common Area Operating Expenses are made under the Lease, the obligations of Sublandlord and Subtenant hereunder shall be adjusted in which a like manner; and if any such Operating Expense was incurredadjustment shall occur after the expiration or earlier termination of the Sublease Term, then the obligations of Sublandlord and Subtenant under this Section 4.2 shall survive such expiration or termination.

Additional Rent. Tenant shall pay its pro-rata share of Operating Expenses. Within sixty (60) days after commencing on the first day of the month following the month in which Landlord notifies Tenant of the amount of such Additional Rent. If, as finally determined, the amount of Additional Rent owing by Tenant shall be greater than or less than the aggregate of installments so paid to Landlord for each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th the amount of said estimate at such underpayment, or Landlord shall credit Tenant for the same time and place amount of such overpayment, as the Base Rent is to be paid pursuant to paragraph 3case may be. Upon the expiration of any separate bond assessments levied against the Premises, above. Landlord will furnish a statement the real estate tax portion of the actual cost with respect monthly Additional Rent payment shall be immediately decreased by the amount of such reduction in bond assessment. It is the intent hereunder to estimate the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, amount of Additional Rent for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any each calendar year exceeds then to adjust such estimate in the following year based on the actual amount of its share Additional Rent owing. The obligation of Tenant with respect to payment of Additional Rent shall survive the reimbursable Operating Expenses due for such calendar yeartermination of this Lease. A payment, refund or credit made pursuant to this paragraph shall be made without prejudice to any right of Tenant to dispute the excess will be refunded by amount of Additional Rent owing, or the right of Landlord within thirty (30) to correct any items as billed pursuant to the provisions hereof. Within 30 days of the date Landlord notifies Tenant of the statement. Landlord will keep books and records showing amount of Additional Rent owing, Tenant or its authorized agent shall have the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed inspect the books of Landlord during the business hours of Landlord at such location that Landlord during the business hours Landlord at such location that Landlord may specify, for any particular Operating Expense the purpose of verifying such amount. Unless Tenant asserts specific errors within such days, such notification by Landlord shall be waived if an invoice therefor is not delivered deemed to Tenant within two (2) years following be correct. A decrease in Additional Rent shall reduce Tenant's liability hereunder below the year in which such Operating Expense was incurredamount of Base Rent payable hereunder.

Additional Rent. Tenant shall pay its pro-rata share (a) Subtenant agrees to reimburse Sublandlord throughout the Sublease Term, as "Additional Rent" hereunder, for Subtenant's Share (as defined below) of Operating Expenses. Within sixty (60) days after the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable annual Operating Expenses for the ensuing calendar year(as defined below). Tenant Subtenant shall pay to Landlord 1/12th Sublandlord, monthly within ten (10) days of said estimate delivery of an invoice therefor, the Additional Rent hereunder accrued through the immediately preceding calendar month. For any partial period to which an Operating Expense is allocable but this Sublease is not in effect (by way of illustration only, annual insurance premiums for coverage expiring after termination of the Sublease Term), Subtenant's Share for such period shall be subject to a pro rata adjustment based upon the number of days prior to the expiration of the Sublease Term. If any payments are estimated or adjusted after payment, then at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement end of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual if Subtenant has paid to Sublandlord an amount in excess of its share Subtenant's Share of the reimbursable Operating Expenses due for such calendar year, Sublandlord shall reimburse to Subtenant any such excess amount (or shall apply any such excess amount to any amount then owing to Sublandlord hereunder, and if none, to the excess will be refunded by Landlord next due installment or installments of Additional Rent due hereunder, at the option of Sublandlord, or if Subtenant has paid to Sublandlord less than Subtenant's Share of Operating Expenses for such calendar year, Subtenant shall pay to Sublandlord any such deficiency within thirty ten (3010) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if after Subtenant receives an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredtherefor.

Additional Rent. For the calendar year 1999, Tenant shall pay its pro$3,641.07 per month to Landlord as Additional Rent; provided, however, in the event the square footage of the mezzanine space exceeds 9,409 square feet, said monthly payment shall be increased at the rate of $.07 per square foot per month for each excess square foot. Additional Rent is subject to periodic adjustments as provided herein. Additional Rent shall be due and payable during each month of abated Base Rent, if any. Tenant covenants to pay without notice, deduction, set-rata share off or abatement to Landlord the Additional Rent in lawful money of Operating Expensesthe United States in equal consecutive monthly installments in advance on the first day of each month during the Lease Term. Within Additional Rent for any partial month shall be prorated on a per diem basis. Additional Rent shall be payable to Landlord at Landlord's Address or such other place as Landlord may designate in writing. In order to provide for current payments of Additional Rent, Tenant agrees to pay an amount of Additional Rent reasonably estimated by Landlord from time to time commencing on the first day of the month following the month in which Landlord notifies Tenant of the amount of such Additional Rent. If, as finally determined, at the close of books for the calendar year and within sixty (60) days after the first day end of said calendar year, the amount of Additional Rent owing by Tenant shall be greater than or less than the aggregate of all installments so paid to Landlord for each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th the amount of said estimate at such underpayment, or Landlord shall credit Tenant for the same time and place amount of such overpayment, as the Base case may be. It is the intention hereunder to estimate the amount of Additional Rent is for each calendar year and then to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of adjust such estimate in the following year based on the actual cost amount of Additional Rent owing. The obligation of Tenant with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following payment of Additional Rent shall survive the calendar year-end including termination of this Lease with regard to Additional Rent attributable to any full and/or partial year immediately preceding the year following the year in termination of this Lease for which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share any underpayment has not yet been calculated pursuant hereto. Any payment, refund or credit made pursuant to this paragraph shall be made without prejudice to any right of Tenant to dispute the reimbursable Operating Expenses due for such calendar yearamount of Additional Rent owing, or the excess will be refunded by right of Landlord within thirty (30) to correct any items as billed pursuant to the provisions hereof. Within 30 days of the date Landlord notifies Tenant of the statement. Landlord will keep books amount of Additional Rent owing, Tenant or its authorized agent at Tenant sole cost and records showing expense shall have the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed inspect the books of Landlord during the business hours of Landlord at such location that Landlord may specify, for any particular Operating Expense the purpose of verifying such amount. Unless Tenant asserts specific errors within such 30 days, such notification by Landlord shall be waived if an invoice therefor is not delivered deemed to Tenant within two (2) years following be correct. No decrease in Additional Rent shall reduce Tenant's liability hereunder below the year in which such Operating Expense was incurredamount of Base Rent payable hereunder.

Additional Rent. All sums payable by Tenant under this Lease other than Base Rent shall pay its pro-rata share of Operating Expensesbe deemed "Additional Rent;" the term "Rent" shall mean Base Rent and Additional Rent. Within sixty (60) days after the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish estimate in advance and charge to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay following costs, to Landlord 1/12th of said estimate at the same time and place as be paid with the Base Rent on a monthly basis throughout the Lease Term: (i) all Real Property Taxes for which Tenant is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement liable under Section 5.01 and 5.02 of the actual cost with respect Lease, (ii) all utility costs (if utilities are not separately metered) for which Tenant is liable under Section 6.01 of the Lease, (iii) all insurance premiums for which Tenant is liable under Sections 7.01 and 7.06 of the Lease and (iv) all OAM Expenses for which Tenant is liable under Section 8.04 of the Lease. Collectively, the aforementioned Real Property Tax, insurance, utility, and OAM Expenses (if not paid by Tenant directly) shall be the "Total Operating Costs." Landlord may adjust its estimates of Total Operating Costs at any time based upon Landlord's experience and reasonable anticipation of costs. Such adjustments shall be effective as of the next Rent payment date after notice to the reimbursable Operating Expenses no later than Tenant. Within one hundred twenty (120) days following after the calendar year-end including the of each fiscal year following the year in which during the Lease terminates. In the event that Term, Landlord isshall deliver to Tenant a statement prepared in accordance with generally accepted accounting principles setting forth, for any reason, unable to furnish the accounting for the prior year within the time specified abovein reasonable detail, the Total Operating Costs paid or incurred by Landlord will furnish such accounting as soon thereafter as practicable with during the same force and effect as the statement would have had if delivered within the time specified abovepreceding fiscal year. Tenant will pay any deficiency to Landlord as shown by such statement within Within thirty (30) days after Tenant's receipt of such statement. If , there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the total amount paid by Tenant during any calendar year exceeds case may be) in order that Landlord shall receive the actual entire amount of its Tenant's share of the reimbursable Operating Expenses due such costs and expenses for such calendar yearperiod. In addition to its obligation to pay Base Rent and Total Operating Expenses, the excess will be refunded by 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 within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating pays for any Additional Expenses in accordance with generally accepted accounting principles. Landlord’s right the terms of this Lease, Tenant's obligation to be reimbursed for any particular Operating Expense reimburse such costs shall be waived if an invoice therefor is not delivered to Additional Rent obligation payable in full with the next monthly Rent payment. Unless this Lease provides otherwise, Tenant within two (2) years following shall pay all Additional Rent then due with the year in which such Operating Expense was incurrednext monthly installment of Base Rent.

Additional Rent. Tenant In addition to Base Rent, the Lessee shall pay its pro-rata share of Operating Expenses. Within sixty (60) days after 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 calendar year, Lease Year or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for portion thereof during the ensuing calendar yearTerm hereof. Tenant The Lessee shall pay to Landlord 1/12th the Lessor monthly installments on account of said estimate at projected Operating Costs for the same time and place as Lease Year, calculated by the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement Lessor on the basis of the most recent Operating Costs data for actual cost with respect to the reimbursable Operating Expenses no later than Costs for such Lease Year, pro-rated for any partial month. Within one hundred twenty (120) days following after the calendar year-end including of each Lease Year or partial Lease Year, Lessor shall deliver to Lessee a detailed statement setting forth the year following Operating Costs for such Lease Year and Lessee’s Proportionate Share. If the year total of such monthly installments in which any Lease Year is greater than the actual Operating Costs for such Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified aboveYear, the Landlord will furnish Lessee shall be entitled to a credit against the Lessee’s Base Rent obligations hereunder in the amount of such accounting difference and may set off such amounts against any 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 soon thereafter Lessee shall reasonably request. Such documents and other books and records as practicable 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 same force proper examination and effect as audit thereof. If any audit discloses an overcharge in the statement would have had if delivered within amount of Lessee’s Proportionate Share of Operating Costs paid by Lessee, Lessor shall promptly reimburse Lessee an amount of the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement overcharge within thirty (30) days after receipt of statementwritten request therefor. If Lessor fails to reimburse Lessee as set forth in the total amount paid by Tenant during any calendar year exceeds immediately preceding sentence, Lessee may offset the actual amount of its share the overcharge against any sums as owing hereunder from Lessee to Lessor. If any audit discloses an overcharge of the reimbursable Operating Expenses due for such calendar yearmore than 10%, the excess will be refunded by Landlord within thirty (30) days Lessor shall reimburse the Lessee for the reasonable costs of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredaudit.

Additional Rent. Commencing on the Commencement Date and continuing throughout the Lease Term, Tenant shall pay, as additional rent Tenant’s Allocated Share of Operating Expenses as provided in Article 6, and subject to the terms of this Lease, commencing on the Commencement Date and continuing throughout the Lease Term, Tenant shall pay its pro-rata to Landlord all other Additional Rent. As used any this Lease, “Additional Rent” shall mean, collectively, (a) any late charges due Landlord pursuant to paragraph 3.4, (b) Tenant’s Allocated Share of Operating Expenses as provided in Article 6, (c) Tenant’s Allocated Share of Real Property Taxes as provided in paragraph 8.2, (d) Landlord’s share of Operating Expensesany consideration received by Tenant from Transfers as provided in paragraph 14.1, and (e) any other charges due Landlord pursuant to this Lease. Within sixty (60) days after Landlord, in its reasonable discretion, shall create cost pools, or otherwise reasonably allocate expenses to certain tenants of the Property, in order to equitably allocate expenses among the tenants of the Property. 3.3 Payment of Rent: The Base Monthly Rent shall be paid in advance on or before the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which month during the Lease terminatesTerm. In the event that Landlord isAny Additional Rent shall be due and payable as set forth in this Lease or, for any reasonif not specifically set forth, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of a written invoice from Landlord for the date same. All Rent shall be paid in lawful money of the statementUnited States, without any abatement, deduction or offset whatsoever, except as expressly provided in this Lease, and without any prior demand therefor except as expressly provided in this Lease, to Landlord at its address set forth above or at such other place as Landlord may designate in writing from time to time. Tenant’s obligation to pay rent shall be prorated at the commencement and expiration of the Lease Term. Base Monthly Rent and Additional Rent are collectively referred to as “Rent.” All monetary obligations of Tenant to Landlord will keep books and records showing under the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right terms of this Lease are deemed to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurred.Rent. 3.4

Additional Rent. Tenant's Proportionate Share of Additional Rent includes Utilities which is 14.6% for Premises Part A, and 66.1% for Premises Part B (or a total of 80.7% for the entire Premises (As "Utilities" are hereinafter defined in Section 7.1), shall be payable by Tenant shall pay its pro-rata within thirty (30) days after a reasonably detailed statement of actual expenses is presented to Tenant by Landlord. At Landlord's option, however, an amount may be estimated by Landlord from time to time of Tenant's proportionate share of Operating ExpensesAdditional Rent and the same shall be payable monthly, during each 12-month period of the lease term, in advance, on the first day of each calendar month included in the Term, and for any portion of a calendar month at the beginning or the end of the Term, at the rate payable in advance for such portion. Within Landlord shall deliver to Tenant within sixty (60) days after the first day expiration of each calendar year, or year a reasonable period thereafter, Landlord shall furnish to Tenant an estimate reasonably detailed statement showing Tenant's Share of Tenant’s pro-rata share of reimbursable Operating Expenses for Actual Additional Rent incurred during the ensuing calendar preceding year. If Tenant's payments under this Section 4.2 during said preceding year exceed Tenant's Proportionate Share as indicated on said statement, Tenant shall be credited the amount of such over-payment against Tenant's Proportionate Share of Additional Rent next becoming due. If Tenant's payment under this Section 4.2 during said preceding year are less than Tenant's Proportionate Share as indicated on said statement, Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement amount of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt the delivery by Landlord to Tenant of said statement. If Tenant shall have the total amount paid by Tenant during any calendar year exceeds opportunity upon written request to Landlord to review the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing of Landlord relating to the reimbursable Operating Expenses charges reflected in accordance with generally accepted accounting principlessuch statement and may, within 60 days after the delivery of such statement, contest any such statement if Tenant reasonably believes that it is inaccurate. Landlord’s right No such review or contest shall affect the obligations of Landlord and Tenant to make credits and payments on the basis of such statements as aforesaid, but upon resolution of any contest, a readjustment of any such credit or payment shall promptly be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredmade.

Additional Rent. Additional Rent shall be due during any Calendar Year, beginning with the Calendar Year immediately following delivery of the Expansion Space to Tenant, during which the Actual Expense Rate is greater than the Base Expense Rate. Prior to January 1 of each Calendar Year (or as soon thereafter as reasonably possible), Landlord shall provide to Tenant a statement of Landlord's reasonable estimate of the Expense Rate (calculated by dividing Landlord's reasonable estimate of Expenses for the ensuing Calendar Year by the Rentable Area in the Building) projected by Landlord for the ensuing Calendar Year (the "Projected Expense Rate"). Beginning with the first month of the Calendar Year immediately following delivery of the Expansion Space by Landlord to Tenant, Tenant shall pay its pro-rata share of Operating Expenses. Within sixty (60) days after to Landlord on the first day of each calendar yearmonth one-twelfth (1/12th) of the product of (a) the positive difference (if any) obtained by subtracting the Base Expense Rate from the Projected Expense Rate for such Calendar Year, and (b) the Rentable Area in the Premises. Until Tenant has received the statement of the Projected Expense Rate from Landlord, Tenant shall pay or continue to pay Additional Rent to Landlord in the same amount (if any) as required for the last month of the prior Calendar Year. After Tenant receives the statement, on the next date when Base Rent is due, Tenant shall pay to Landlord, or a reasonable period thereafterLandlord shall credit to Tenant (whichever is appropriate), the difference between the amount paid by Tenant and the amount payable by Tenant as set forth in such statement. Not more than twice during any Calendar Year, Landlord may in good faith revise the Projected Expense Rate and provide Tenant with a revised statement, and thereafter Tenant shall furnish pay Additional Rent on the basis of the revised statement. Landlord shall provide to Tenant an estimate Tenant, within one hundred fifty (150) days after the end of Tenant’s pro-rata share each Calendar Year, a statement of reimbursable Operating Expenses the Actual Expenses, the Actual Expense Rate and the Additional Rent for the ensuing calendar such year. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3Landlord, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after Tenant's receipt of such statement, the uncollected Additional Rent for such Calendar Year. If the total amount paid actual Additional Rent payable by Tenant during for any calendar year exceeds Calendar Year is less than the aggregate of the actual Additional Rent collected by Landlord for such Calendar Year, Landlord shall promptly refund the amount of such excess (or, at Landlord's option, apply such excess against the next ensuing payments of Rent due or to become due hereunder). Failure of Landlord to provide the statement called for hereunder shall not relieve Tenant from its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses obligations under this Section 7 or elsewhere in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredthis Lease.

Additional Rent. Tenant Owner shall pay its pro-rata share all of the Building Operating Expenses--------------- Expenses (defined below). Within sixty (60) days after the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable The Building Operating Expenses for the ensuing calendar yearyear 2000, adjusted for a full year shall be the Base Year Building Operating Expenses. The Building Operating Expenses for the Base Year and subseqent years will include those operating expenses that would have been paid or incurred by Owner had the Building been ninety-five percent (95%) rented and occupied. During periods of vacancy, the Premises Percentage will be grossed up from actual to adjusted as noted under paragraph 5 of the Basic Lease provision; however, notwithstanding anything to the contrary contained herein, Owner shall not be entitled to collect more than one hundred percent (100%) of the Building Operating Expenses. The Building Operating Expenses for the Base Year include fixed expense stops for certain expenses as follows: (i) electricity and gas at $.90 per square foot; (ii) real property taxes at $1.20 per square foot; and (iii) janitorial services at $.70 per square foot (collectively, the "Base Year Operating Expense Pass-Throughs"). Tenant shall pay to Landlord 1/12th Owner as "Additional Rent" Tenant's Premises Percentage of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement any excess of the actual cost with respect to costs of the reimbursable Base year Operating Expense Pass-Throughs over the estimates of the Base Year Operating Expense Pass-Throughs. Following the first calendar year of the Term (the "Base Year"), Tenant shall pay Owner as "Additional Rent", Tenant's Premises Percentage of any increase in the Building Operating Expenses no later than one hundred twenty (120paid or incurred by Owner in excess of the Building Operating Expenses for the Base Year. All amounts payable by Tenant under this Section as Tenant's Premises Percentage of the Building Operating Expenses may be estimated by Owner in Owner's reasonable discretion, and shall be paid in equal monthly installments in advance with the monthly payment of Annual Base Rent. Each calendar year by March 31, Owner shall reconcile Tenant's payments of the Building Operating Expenses for the previous year to reflect actual expenses for that period. Tenant shall be given a credit against the next Building Operating Expenses payment(s) days following due from Tenant or, if the calendar year-end including the year following the year in which Term of the Lease terminates. In the event that Landlord ishas expired, a refund, for any reason, unable overpayment. A copy of the reconciliation shall be furnished to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statementwhen completed. If the total amount paid by Tenant during any calendar for that year exceeds the actual amount of its share is less than Tenant's Premises Percentage of the reimbursable Building Operating Expenses due Expenses, Tenant shall pay to Owner the deficit by June 1 of that year. If the amount paid by Tenant for such calendar that year is more than Tenant's Premises Percentage of the Building Operating Expenses, Owner shall pay to Tenant the excess by June 1 of that year. Appropriate adjustment shall be made for any period of less than one (1) full year, and Tenant's obligation to pay any shortage or Owner's obligation to refund any OFFICE LEASE AGREEMENT - 1 Drafted: January 6, 2000 overage shall survive the excess will be refunded by Landlord within thirty (30) days expiration or other termination of this Lease. In this Lease, the date of the statement. Landlord will keep books term "Rent" shall include Annual Base Rent and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredAdditional Rent.

Additional Rent. Tenant Subtenant agrees to pay to Sublandlord, commencing on the Occupancy Date, its pro rata share, which is agreed to be 33.33%, hereafter "Subtenant's Pro Rata Share", of any and all additional rent payable by Sublandlord under the Prime Lease during the Sublease Term (exclusive of utilities addressed under Section 6 below), including, without limitation, interior maintenance, whether paid directly by Sublandlord, as permitted under Section 3.3 of the Prime Lease, or by Sublandlord to Prime Landlord. Notwithstanding the fact that the same as deemed additional rent under the Prime Lease, Subtenant shall pay its pro-rata not be responsible for (i) late fees, holdover payments, default damages, or interest due under the Prime Lease which relate to the acts or omissions of Sublandlord under the Prime Lease, (ii) costs of maintenance, repair or replacement of portions of the Premises (other than the Subleased Premises), (iii) costs of maintaining the Building in compliance with laws, (iv) costs of indemnifying Prime Landlord for acts of Sublandlord, (iv) share of Operating Expensesany profit made by Sublandlord on another sublease, (v) costs of Sublandlord's insurance other than the insurance required under Sections 6.2(a) of the Prime Lease, (vi) costs incurred in restoring the building after a casualty, (vii) costs of Prime Landlord obtaining any insurance which Sublandlord fails to obtain, (viii) costs of Prime Landlord performing any obligation under the Prime Lease which Sublandlord failed to perform, and (ix) attorney's fees charged by Prime Landlord in connection with enforcement of the Prime Lease against Sublandlord (except to the extent that such enforcement is occasioned by the default of Subtenant hereunder). Within sixty (60) days after the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses Subtenant acknowledges that Subtenant is responsible for the ensuing calendar year. Tenant shall pay to Landlord 1/12th provision of said estimate at the same time security, janitorial and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect trash removal services to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredSubleased Premises.

Additional Rent. Tenant All monies other than Base Rent required to be paid by Subtenant under this Sublease shall be deemed additional rent (“Sublease Additional Rent”). Subtenant acknowledges that Sublandlord is required to pay to Master Landlord “Additional Rent” under the Master Lease, and estimated payments thereof and adjustments thereto under Article V of the Master Lease (collectively, “Master Lease Additional Rent”). Subtenant shall pay its pro-rata share to Sublandlord as Sublease Additional Rent hereunder, all of Operating Expensessuch Master Lease Additional Rent and any other sums which are included in the definition of “Rent” under the Master Lease and that Sublandlord is required to pay to Master Landlord. Within sixty (60) days after During the Term, Subtenant shall pay to Sublandlord monthly installments of Sublease Additional Rent in advance on the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at month and otherwise on the same time terms and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost conditions described above with respect to the reimbursable Operating Expenses no later than one hundred twenty Base Rent. Unless a shorter time period is specified in this Sublease, all payments of miscellaneous Rent charges hereunder (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force all Rent other than Base Rent and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement Master Lease Additional Rent) shall be due and payable within thirty (30) days after receipt following Master Landlord’s delivery to Subtenant of statementan invoice therefor. If Sublandlord and Subtenant agree that each provision of this Sublease for determining charges and amounts payable by Subtenant (including provisions regarding Sublease Additional Rent) is commercially reasonable and, as to each such charge or amount, constitutes a statement of the total amount paid by Tenant during any calendar year exceeds the actual amount of its share the charge or a method by which the charge is to be computed for purposes of Section 93.012 of the reimbursable Operating Expenses due for such calendar yearTexas Property Code. Sublandlord shall promptly forward the Master Landlord’s estimate of Master Lease Additional Rent (and any adjustments thereto by Master Landlord), the excess will be refunded by any appropriate invoices received from Master Landlord, Master Landlord’s Reconciliation Statements, and any other estimates, invoices or statements that Master Landlord within thirty (30) days provides to Sublandlord with respect to any Master Lease Additional Rent. Subtenant and Sublandlord agree, as a material part of the date consideration given by Subtenant to Sublandlord for this Sublease, that this Sublease is intended to be a net sublease and in accordance therewith Subtenant shall pay any Rent owed by Sublandlord to Master Landlord under the Master Lease. Any overpayments or underpayments of the statement. Master Lease Additional Rent, shall be handled directly between Master Landlord will keep books and records showing the reimbursable Operating Expenses Subtenant in accordance with generally accepted accounting principles. Landlord’s right Section 5.4(a) of the Master Lease, and Sublandlord agrees to be reimbursed remit any refunds that it receives from Master Landlord for any particular Operating Expense shall be waived if an invoice therefor is not delivered overpayments of Rent to Tenant Subtenant within two ten (210) years following the year in which such Operating Expense was incurredBusiness Days.

Additional Rent. During the Lease Term hereof, Tenant agrees to pay the Landlord at the address as shown herein, or at such other place as the Landlord may from time to time designate in writing, “Additional Rent,” in an amount equal to the amount by which ten (10%) percent of “Gross Sales,” as defined hereinafter, exceeds the Minimum Rent described above. The Additional Rent for each month of the term hereof shall be paid on the fifteenth day of the following month, for example, the Additional Rent for January shall be paid on February 15. Landlord’s Initials THL Tenant’s Initials JD Tenant shall keep or cause to be kept, full, complete, and proper books, records and accounts of the Gross Sales and credits of each separate department and concession at any time operated in the Demised Premises; said books, records and accounts, including any sales tax reports that Tenant may be required to furnish to any governmental agency, shall at all reasonable times be open to the inspection and audit of Landlord, Landlord’s auditor or other authorized representative or agent. At Landlord’s expense, Landlord may cause at any reasonable time upon fifteen (15) days prior notice to Tenant a complete audit to be made of Tenant’s records relating to Gross Sales for the period covered by any statement issued by Tenant pursuant to this Lease; provided, however, that if such records are found to be incorrect to the extent of three-percent (3%) or more over the Gross Sales figure submitted by Tenant, Tenant shall pay its pro-rata share of Operating Expenses. Within sixty (60) days after the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar yearsuch audit. Tenant shall promptly pay to Landlord 1/12th of said estimate at the same time and place any deficiency, or Landlord shall promptly credit to Tenant’s account any overpayment, as the Base Rent case may be, which is to be paid pursuant to paragraph 3, aboveestablished by such audit. Landlord will furnish a statement of shall have the actual cost right to audit Tenant’s books and records with respect to Gross Sales twice during any Lease Year and any time within 3 years after the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminatesdate of such statement. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within Within thirty (30) days after receipt the close of statement. If each Lease Year, a final adjustment and accounting for each Lease Year shall be had to determine the total Gross Sales of the preceding Lease Year, and the amount of rent paid by Tenant during such preceding Lease Year, including the rent based upon the percentage of Gross Sales. In the event the amounts of rent for said Lease Year actually paid by Tenant exceed ten percent (10%) of Gross Sales as so computed on a twelve month basis, then such excess rental payments shall be promptly credited by Landlord to Tenant’s account; provided, however, that Tenant shall never pay for any calendar year exceeds Lease Year less than the actual Minimum Rent provided for above. In the event the amount of its share rent paid by Tenant is less than ten percent (10%) of Gross Sales, Tenant shall pay the reimbursable Operating Expenses due for such calendar year, difference to Landlord. All debits and credits arising under the excess will terms of this paragraph shall be refunded by Landlord paid in any event within thirty (30) days of the date completion of the statementfinal adjustment and accounting. Landlord will keep books Tenant shall continuously during the entire Term of this Lease, occupy and records showing operate said business on the reimbursable Operating Expenses in accordance Premises with generally accepted accounting principles. due diligence and efficiency as to reasonably produce the maximum return and Additional Rent to Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurred.

Additional Rent. Tenant Commencing on January 1, 2025 and subject to a 2024 Base Year, and continuing for each month thereafter during the Term, Subtenant shall pay its pro-rata share of Operating Expenses. Within sixty (60) days after be responsible for the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate payment of Tenant’s pro-rata share Share of reimbursable Excess Operating Expenses payable by Sublandlord pursuant to the terms and conditions of the Master Lease, and for the ensuing calendar yearpayment of costs of utilities under Section 11 of the Master Lease. Tenant Subtenant and Sublandlord agree, as a material part of the consideration given by Subtenant to Sublandlord for this Sublease, that Subtenant shall pay to Landlord one hundred percent (100%) of Tenant’s Share of Excess Operating Expenses commencing on January 1, 2025, such that Sublandlord shall receive, as net consideration for this Sublease, full reimbursement thereof. Subtenant shall pay 1/12th of said estimate Txxxxx’s Share of Excess Operating Expenses on a monthly basis at the same time Subtenant pays Monthly Base Rent. If during any calendar year Sublandlord is determined, upon receipt by Sublandlord of the Annual Statement, to have overpaid Tenant’s Share of Excess Operating Expenses under the Master Lease and, as a result, Subtenant has overpaid Tenant Share of Excess Operating Expenses under this Sublease, such overpayment shall be credited toward the payments next due from Subtenant. In addition, in the event Sublandlord exercises its audit right under Section 5 of the Master Lease, and place as a result Sublandlord receives a refund of any excess payment of Tenant’s Share of Operating Expenses, Sublandlord shall promptly refund to Subtenant any portion of such refund attributable to excess payment by Subtenant, if any. Tenant Share of Excess Operating Expenses, and any and all other amounts Subtenant assumes or agrees to pay under the Base provisions of this Sublease, including without limitation any and all other sums that may become due by reason of any default of Subtenant or failure to comply with the agreements, terms, covenants and conditions of this Sublease to be performed by Subtenant, after any applicable notice and cure period, shall be “Additional Rent” under this Sublease. All Additional Rent is not required by this Sublease to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within at the time specified above, and in the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered manner for payment of Monthly Base Rent shall be payable by Subtenant to Sublandlord within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty ten (3010) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. LandlordSublandlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredtherefor.

Additional Rent. Tenant (a) In addition to the Base Rental and all other sums payable pursuant hereto, Lessee shall pay its pro-rata share to Lessor, as additional rental, the amount of Operating the "Direct Expenses" as defined below for each calendar year of the original or extended term of this Lease with proration for the first and last years of the original or extended term. Within sixty (60) days after Each calendar year is hereafter called a. "Cost Year". Beginning on the commencement date of the original term of this Lease and on the first day of each calendar year, or a reasonable period month thereafter, Landlord Lessee shall pay to Lessor an amount equal to one-twelfth (1/12) of the Direct Expenses, as reasonably estimated from time to time by Lessor by written notice delivered to Lessee. As soon as reasonably possible after the expiration of each Cost Year, Lessor shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Lessee with a statement setting forth in reasonable detail the Direct Expenses for the ensuing calendar yearCost Year and any excess of said costs over the estimated expenses paid by Lessee during said Cost Year. Tenant Lessee (in person or through its agents or employees) shall have the right to inspect and audit the books of Lessor setting forth said expenses during normal business hours. If the amount paid by Lessee as additional rental on a monthly basis for a Cost Year as provided for above is greater than the amount set forth in the statement, then Lessor shall credit the additional amount paid by Lessee toward the next installments of additional rental. If the amount paid by Lessee is less than the amount of the statement, then Lessee shall pay the additional amount owing to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within Lessor on or before thirty (30) days after receipt by Lessee of said statement. If the total amount paid by Tenant during term of this Lease or any calendar year exceeds extension or renewal hereof ends on a day other than the actual amount last day of its share of the reimbursable Operating Expenses due for such a calendar year, Lessee's payment of Direct Expenses for the excess will Cost Year in which the Lease term ends shall be refunded by Landlord within prorated on a per diem basis. If Lessor's statement for said final Cost Year discloses that Lessee has overpaid Lessee's obligation, then Lessor shall remit to Lessee the amount of such overpayment on or before thirty (30) days after Lessee's receipt of said statement. if Lessee's audit of the date books of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right Lessor setting forth such expenses reveals any improper charges or overcharges for expenses, Lessor shall promptly remit such amounts to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredLessee.

Additional Rent. Tenant Sublessee's Proportionate Share of Sublessor's Proportionate Share shall pay 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 pro-rata share negligence, willful misconduct, default or delay beyond any applicable grace period pursuant to the terms of Operating Expensesthe Master Lease) as described in the Master Lease or incurred by Sublessor in compliance with the Master Lease. Within sixty 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 of the amount owed as are established by the Master Lease for the comparable obligation of Sublessor to make such payments to Master Lessor, or if not so provided therein, within ten (6010) days after of written notice from Sublessor. Notwithstanding the first day of each calendar yearforegoing, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at Sublessee's Additional Rent will be payable in the same time and place manner as required by the Base Master Lease. Overpayments and underpayments of Additional Rent shall be handled in the same manner as provided in the Master Lease. Any overpayment by Sublessee shall be refunded to Sublessee within five (5) business days after the reconciliation, as long as Sublessee is to not otherwise in default of its obligations hereunder. Any underpayment shall be deducted from Sublessee's Security Deposit and any shortage shall be paid pursuant to paragraph 3, above. Landlord will furnish a statement by Sublessee within five (5) business days after Sublessee's receipt of the actual cost reconciliation. Sublessor shall promptly provide Sublessee with copies of all relevant estimates and statements prepared by Master Lessor with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredAdditional Rent.

Additional Rent. Tenant Commencing January 1, 2020 and each year thereafter during the Term hereof, in addition to Base Rent, Subtenant shall pay its pro-rata share to Sublandlord as Additional Rent (“Additional Rent”): (i) 4.1164% of the increases in the Building’s Operating ExpensesExpenses (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 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 Year. Within sixty (60) days after Subtenant shall pay Escalation Rent in monthly installments on the first day of each month in an amount set forth in a written estimate by Sublandlord; provided, however, if there is a change in the 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. Sublandlord shall promptly forward to 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, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect well as supporting documentation to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminatesextent provided by Prime Landlord or developed independently by Sublandlord. In the event that Landlord is, for any reason, unable an adjustment to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar yearor Taxes or any other Additional Rent is made by Prime Landlord, the excess will Escalation Rent shall be refunded by Landlord within thirty (30) days of the date of the statementadjusted accordingly. Landlord will keep Upon written request from Subtenant, Sublandlord shall promptly exercise any right it may have to cause Prime Landlord’s books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed audited; provided, however, that Subtenant shall pay the cost of the audit and 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 herein collectively as the “Rent.” Notwithstanding anything herein to the contrary, Subtenant shall not be responsible for any particular Operating Expense shall be waived if an invoice therefor sums due under the Prime Lease which are not due from Subtenant to Sublandlord pursuant to the express terms of this Sublease, or which are due under the Prime Lease or this Sublease and are assessed as a result of the failure of Sublandlord to comply with the Prime Lease unless Subtenant is not delivered to Tenant within two (2) years following in default of any of the year in which terms or provisions of this Sublease or the Prime Lease on the date such Operating Expense was incurredsums are assessed by Prime Landlord.

Additional Rent. Tenant shall Subtenant agrees to pay its pro-rata share to Sublandlord, as additional rent under this Sublease, the amount of Operating Expenses. Within sixty (60) days after any additional rent payable by Sublandlord under the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Prime Lease other than Operating Expenses for thereunder. It is agreed that any and all amounts payable by the ensuing calendar year. Tenant 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 pay be deemed attributable to Landlord 1/12th of said estimate at the Subleased Premises and included in Additional Rent in the same time and place proportion as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement rentable area of the actual cost with respect Subleased Premises bears to the reimbursable Operating Expenses no later than one hundred twenty (120) days following rentable area of the calendar year-end including Premises of Sublandlord under the year following Prime Lease. The Additional Rent shall be apportioned during the year in which the Lease terminates. In Term of this Sublease commences and during the event year in which such Term shall end, such that Landlord is, for any reason, unable Subtenant shall be obligated to furnish the accounting pay a proportionate share of such Additional Rental for the prior year within Sublease Premises which is attributable to the time specified abovenumber 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 applicable provisions of the Prime Lease, together with a statement of the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar yearAdditional Rent, the excess will be refunded by Landlord if any, which Subtenant is required to pay under this section. Subtenant shall pay Additional Rent within thirty (30) days of Subtenant’s receipt of this statement. Subtenant shall also pay to Sublandlord, as Additional Rent, all other amounts payable by Sublandlord pursuant to the date 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 arising out of Section 6 of the statementPrime 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 default under the Prime Lease. Subtenant’s obligation to pay Additional Rent shall survive the expiration or earlier termination of this Sublease. Subtenant agrees that the Subtenant’s obligation to pay Rent is not dependent upon the condition of the Subleased Premises or the performance by Sublandlord of its duties or obligations hereunder (or the performance by Prime Landlord will keep books of its duties or obligations under the Prime Lease). For purposes of this Sublease, “Additional Rent” means any and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right all payments required to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered made by Subtenant to Tenant within two (2) years following Sublandlord hereunder during the year in which such Operating Expense was incurredTerm, other than the Fixed Rent and “Rent” means, collectively, Fixed Rent and Additional Rent.

Additional Rent. 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 terms of this Lease shall be considered “Additional Rent” payable in the same manner and upon the same terms and conditions as the Base Rent reserved hereunder, except as set forth herein to the contrary. Base Rent and Additional Rent 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 pay its pro-rata share 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 Xxxxxx 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 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 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) repairs 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 first day end of each calendar Lease year, or a reasonable period thereafter, Landlord shall furnish and Xxxxxx agree to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of calculate the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting Expense for the prior year within twelve month period, and if such calculation results in the time specified aboveTenant having underpaid the actual Operating Expense for such period, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt 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 given to Tenant prior to the beginning of statementeach calendar year. In no event may any such Annual Operating Expense Adjustment exceed, by more five percent (5%), the actual Operating Expenses for the immediately preceding Lease Year. Tenant shall pay to Landlord each month, at the same time the Base Rent is due, an amount equal to 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 total commencement thereof, then until the first day of the second month following the month in which such estimate is furnished to Tenant, Tenant shall pay to Landlord on the first day of each month an amount paid equal to the monthly sum payable by Tenant during any calendar year exceeds the actual amount of its share to Landlord under this Section in respect of the reimbursable Operating Expenses due for last month of the preceding Lease Year, and after such calendar yearestimate is furnished to Tenant, the excess will be refunded by Landlord within shall refund Tenant any overpayment or if there is a deficiency, Tenant shall pay any deficient amount to Landlord thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredafter demand therefor.

Additional Rent. For the calendar year 1999, Tenant shall pay its pro$1,655.71 per month to Landlord as Additional Rent. Additional Rent shall be due and payable during each month of abated Base Rent, if any. Tenant covenants to pay without notice, deduction, set-rata share off or abatement to Landlord the Additional Rent in lawful money of Operating Expensesthe United States in equal consecutive monthly installments in advance on the first day of each month during the Lease Term. Within Additional Rent for any partial month shall be prorated on a per diem basis. Additional Rent shall be payable to Landlord at Landlord's Address or such other place as Landlord may designate in writing. In order to provide for current payments of Additional Rent, Tenant agrees to pay an amount of Additional Rent reasonably estimated by Landlord from time to time commencing on the first day of the month following the month in which Landlord notifies Tenant of the amount of such Additional Rent. If, as finally determined, at the close of books for the calendar year and within sixty (60) days after the first day end of said calendar year, the amount of Additional Rent owing by Tenant shall be greater than or less than the aggregate of all installments so paid to Landlord for each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th the amount of said estimate at such underpayment, or Landlord shall credit Tenant for the same time and place amount of such overpayment, as the Base case may be. It is the intention hereunder to estimate the amount of Additional Rent is for each calendar year and then to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of adjust such estimate in the following year based on the actual cost amount of Additional Rent owing. The obligation of Tenant with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following payment of Additional Rent shall survive the calendar year-end including termination of this Lease with regard to Additional Rent attributable to any full and/or partial year immediately preceding the year following the year in termination of this Lease for which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share any underpayment has not yet been calculated pursuant hereto. Any payment, refund or credit made pursuant to this paragraph shall be made without prejudice to any right of Tenant to dispute the reimbursable Operating Expenses due for such calendar yearamount of Additional Rent owing, or the excess will be refunded by right of Landlord within thirty (30) to correct any items as billed pursuant to the provisions hereof. Within 30 days of the date Landlord notifies Tenant of the statement. Landlord will keep books amount of Additional Rent owing, Tenant or its authorized agent at Tenant sole cost and records showing expense shall have the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed inspect the books of Landlord during the business hours of Landlord at such location that Landlord may specify, for any particular Operating Expense the purpose of verifying such amount. Unless Tenant asserts specific errors within such 30 days, such notification by Landlord shall be waived if an invoice therefor is not delivered deemed to Tenant within two (2) years following be correct. No decrease in Additional Rent shall reduce Tenant's liability hereunder below the year in which such Operating Expense was incurredamount of Base Rent payable hereunder.

Additional Rent. Tenant shall pay its pro-rata share Tenant's Share of Operating Expenses accruing on and after the Rent Commencement Date, subject to Tenant's obligations with respect to utility costs during the construction period as provided in Exhibit C. The terms "Tenant's Share" and "Operating Expenses" are defined in Exhibit A. For partial years, Operating Expenses will be calculated on a full-year basis, and then prorated. Within sixty (60) days after Tenant shall pay monthly installments of Additional Rent on the first day of each month, in amounts specified in good faith by Landlord from time to time, which, by the end of each calendar year (or by the Termination Date, if earlier), will total Landlord's estimate of Additional Rent paid for such year. As soon as is reasonably practicable after the end of each calendar year during which Tenant paid Additional Rent based on Landlord's estimates as provided above, Landlord will furnish Tenant a statement of Operating Expenses for such year. Any amounts owing for that year shall, within thirty (30) days, be paid by Tenant to Landlord. Any amounts overpaid shall, at Landlord's option, be credited against the next installment(s) of estimated Additional Rent due from Tenant, or a reasonable period thereafterbe refunded to Tenant. Within ninety (90) days after receipt of Landlord's statement and provided an Event of Default with respect to the Tenant is not then occurring, Landlord Tenant shall furnish have the right to Tenant an estimate of audit at Landlord's local offices, at Tenant’s pro-rata share of reimbursable 's expense, Landlord's accounts and records relating to Operating Expenses for the ensuing calendar prior year. Such audit shall be conducted pursuant to a commercially reasonable audit confidentiality agreement, and, if conducted by a third party, such third party shall not be compensated for such audit services on a contingency basis. If such audit reveals that Landlord has overcharged Tenant for Operating Expenses, the amount overcharged shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt the audit is concluded, together with interest thereon at the rate of statement10% per annum, from the date the statement was delivered to Tenant until payment of the overcharge is made to Tenant. If In addition, if the total amount paid by Tenant during any calendar year audit indicates that the statement exceeds the actual amount of its share Operating Expenses which should have been charged to Tenant by more than 5%, the cost of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense audit shall be waived if an invoice therefor is not delivered paid by Landlord. The parties' obligations with respect to Tenant within two (2) years following the year in which such Operating Expense was incurredpayment or refund of any deficiency or overpayment shall survive termination or expiration of this Lease.

Additional Rent. Tenant shall pay Assignor and Assignee each acknowledge and agree that Assignee shall, at its pro-rata share of sole cost and expense, be responsible for verifying the Operating Expenses. Within sixty , electricity charges and Real Estate Taxes (60collectively, such items are hereinafter referred to as the "Additional Rent") days after the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time years 2000, 2001 and place as the Base Rent is to be paid 2002 pursuant to paragraph 3, above. Landlord will furnish a statement Sections 11 and 12 of the actual cost Lease, attributable to that portion of the Leased Premises delivered to Assignee during the calendar years 2001 and 2002, respectively. Notwithstanding the foregoing, Assignee agrees to (a) perform its review of such Additional Rent for such calendar years in good faith, (b) share with Assignor any information obtained by Assignee as a result of such review, (c) provide Assignor with copies of all documents and correspondence between Assignee and Landlord with respect to such Additional Rent, and (d) resolve and/or settle any dispute regarding such Additional Rent in a commercially reasonable manner consistent with the reimbursable Operating Expenses no later than one hundred twenty (120) days following resolution of any dispute concerning Additional Rent attributable to other space leased by Assignee in the calendar year-end including the year following the year in which Building, except for such differences arising from different rights and differing expenses and charges under the Lease terminatesand the lease for other space leased by Assignee in the Building respectively. In Assignor shall cooperate with Assignee in connection with Assignee's review of Additional Rent statements, including, without limitation, providing Assignee with access to Assignor's books and records with respect to Additional Rent under the event that Landlord isLease. Assignee shall, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty fifteen (3015) business days after receipt of statement. If any refund from Landlord, return to Assignor the total (i) the full amount paid by Tenant during of any refunds obtained from Landlord with respect to Additional Rent which are attributable to the Leased Premises for the calendar year exceeds the actual 2000, and (ii) proportionate amount of its share any refunds obtained from Landlord with respect to Additional Rent which are attributable to that portion of the reimbursable Operating Expenses due Leased Premises for the portion of calendar years 2001 and 2002 which occurs prior to the date of delivery to Assignee of possession of the applicable portion of the Leased Premises in accordance with the terms of this Assignment (the "Delivery Date"). Notwithstanding the foregoing, Assignee shall be entitled to deduct from any refund received for such calendar yearyears the actual reasonable costs incurred by Assignee in connection with the verification of such Additional Rent. Upon Assignor's request, Assignee shall provide Assignor with bills, receipts or other reasonable documentation evidencing such costs. Notwithstanding the excess will be refunded by Landlord within thirty (30) days foregoing, Assignee shall deliver to Assignor, promptly after receipt of the date same from Landlord, copies of all statements relating to Additional Rent (x) with respect to any or all of the statementLeased Premises, for the period through the end of calendar year 2001 and the tax year 2001, 2002, or (y) with respect to any portion of the Leased Premises for which the Delivery Date occurs after December 31, 2001, for the period prior to such Delivery Date. Landlord will keep books If Assignor disputes any items on such statements relating to Additional Rent in respect of the periods set forth in (x) and records showing the reimbursable Operating Expenses (y) above, Assignee shall cooperate with Assignor and shall in good faith exercise such rights as it has to dispute such items in accordance with generally accepted accounting principlesthe provisions of the Lease, at Assignor's sole cost and expense (provided, however, that if any such dispute relates to a period during which the parties each occupied the applicable portion of the Leased Premises, then the parties shall share the costs and expenses proportionately). Landlord’s Assignor shall have the right to be reimbursed for have a representative present at all meetings and discussions with the Landlord which relate to any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which dispute regarding such Operating Expense was incurredAdditional Rent.

Additional Rent. Tenant shall agrees to pay its pro-to Landlord, as “Additional Rent,” Tenant’s pro rata share of Operating ExpensesExpenses (as defined in Section 9 below). Within sixty Tenant’s pro rata share shall be determined by multiplying the Operating Expenses by a fraction, the numerator of which shall be the number of rentable square feet of floor area in the Interior Premises, and the denominator of which shall be the Building Floor Space (60) days after as it may be adjusted as described in Section 1 above). On or prior to the first day of each calendar yearCommencement Date, or a reasonable period thereafterand again as provided below, Landlord shall furnish will provide to Tenant an a statement showing Landlord’s reasonable estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing current calendar year. Tenant shall pay , and the Additional Rent due with regard to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement Tenant’s pro rata share of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty Expenses. Within ninety (12090) days following the completion of each calendar year thereafter, Landlord will provide Tenant a statement showing in reasonable detail the actual Operating Expenses for the preceding calendar year-end including , the year following Additional Rent due with regard to Tenant’s pro rata share of the year in which the Lease terminates. In the event that Landlord isOperating Expenses, for any reason, unable to furnish the accounting and Landlord’s reasonable estimate of Operating Expenses for the prior then current calendar year within (the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above“Annual Statement”). Tenant will pay any deficiency to Landlord as shown by such statement within shall, on or before thirty (30) days after following receipt of said statement. If , pay to Landlord the total amount paid by Tenant during any calendar year exceeds the actual amount of its Additional Rent due as provided herein, less the amount of Additional Rent paid in advance on a monthly basis during the preceding calendar year. Any overpayment will be credited by Landlord to Tenant’s pro rata share of the reimbursable estimated Operating Expenses due for the then current calendar year or shall be refunded to Tenant within sixty (60) days, if the Term has terminated by no fault of Tenant or expired. Tenant agrees to pay as Additional Rent each month, in addition to Base Rent, during each calendar year of the Term, an amount necessary to amortize Tenant’s pro rata share of estimated Operating Expenses for the then current calendar year over a twelve (12) month period. For the calendar years in which the Term begins or ends, Tenant shall only be responsible for its amortized pro rata share of Operating Expenses for the months of each such calendar yearyear that the Lease is in force. Notwithstanding that the Term has expired or been terminated, the excess will be refunded by Tenant shall remain liable for and agrees to pay to Landlord within thirty (30) days following receipt of an invoice therefor, its pro rata share of Operating Expenses for the calendar year (or portion thereof) during which the Term of this Lease expired or was terminated. Tenant and its accounting representatives shall have the right for a period of one (1) year following the date of on which the statement. Annual Statement has been delivered by Landlord will keep books to Tenant, at Tenant’s expense (subject to reimbursement by Landlord as set forth below) and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. at a reasonable time, to review, inspect, examine, copy and/or audit Landlord’s right books relevant to be reimbursed the Additional Rent due under this Section. If the audit reveals that Landlord overcharged Tenant for any particular Operating Expense Additional Rent and Landlord does not reasonably dispute such findings, Landlord shall be waived if an invoice therefor is not delivered pay the overcharge to Tenant within two thirty (230) years days following receipt of written demand from Tenant and, if such overcharge was five percent (5%) or more, then Landlord shall reimburse Tenant for the reasonable costs of such audit. In the event that Landlord reasonably disputes the audit’s findings, Landlord and Tenant shall agree upon a regionally recognized certified public accounting firm (the “Regionally Recognized CPA Firm”) who shall be hired at the cost of Landlord to review the audit performed on behalf of the Tenant, and whose findings shall be conclusive with regard to the period reviewed and the parties hereto. Furthermore, if the audit (as reviewed as applicable by the Regionally Recognized CPA Firm) reveals an overcharge of ten percent (10%) or more by Landlord, Landlord shall pay the reasonable costs of the audit performed on behalf of Tenant. However, if the audit performed on behalf of Tenant is found upon review by the Regionally Recognized CPA Firm to have improperly overstated any overcharges: (i) by more than five percent (5%) but less than ten percent (10%), Tenant and Landlord shall share equally in the cost of the audit by the Regionally Recognized CPA Firm; or (ii) by less than five percent (5%), Tenant shall pay the cost of the audit by the Regionally Recognized CPA Firm. Landlord and Tenant acknowledge that the size of the Project and the Building Floor Space, may change from time to time and Tenant’s pro rata share of Operating Expenses may vary accordingly. Tenant shall pay to Landlord a building management fee (the “Management Fee”), as Additional Rent, equal to five percent (5%) of the Base Rent (provided such Management Fee is not otherwise incorporated into Operating Expenses). Tenant agrees to pay the Management Fee each month, in addition to other Rent, during each calendar year of the Term in an amount necessary to amortize the Management Fee for the then current calendar year over a twelve (12) month period. For the calendar year in which the Term begins or ends, Tenant shall only be responsible for the amortized Management Fee for the months of each such calendar year that the Lease is in force, but not prior to the Commencement Date. Landlord agrees that Landlord shall not include any other management or administrative fees within Operating Expense was incurredExpenses.

Additional Rent. Tenant Subtenant shall pay its pro-to Sublandlord "Additional Rent" (as said term is hereinafter defined) for the same periods and in the same manner as Base Rent. Additional Rent shall be defined for the purpose of this Sublease as Subtenant's pro rata share share, which is calculated as of the date hereof, as 11.5% of (i) any increase in Operating Expenses, as defined in the Master Lease, in any calendar year during the Term over Operating Expenses for the Base Year, which shall be Calendar Year 2013 and (ii) any increase in Taxes in any fiscal year (July 1 - June 30) during the Term over Taxes for the Base Year, which shall be Fiscal Year 2013. Within sixty (60) days The Additional Rent for each calendar year after the first day Base Year shall be paid in monthly installments during such calendar year in an amount reasonably estimated by Sublandlord and communicated by written notice to Subtenant. Following the close of each calendar year, or a reasonable period thereafter, Landlord Sublandlord shall furnish to Tenant an estimate compute the amount of Tenant’s pro-rata share of reimbursable the Additional Rent due hereunder based on the actual Operating Expenses payable to Landlord by Sublandlord for the ensuing calendar that year, and shall deliver a statement thereof to Subtenant. Tenant Subtenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay Sub landlord any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of Sublandlord's statement. If the total amount installments paid by Tenant during any calendar year exceeds Subtenant exceed the actual amount of its share of the reimbursable Operating Expenses due for such calendar yeardue, Sublandlord shall credit the excess will against payments next due to Sublandlord from Subtenant hereunder (provided, however, that if the Sublease has expired and no further payments are due Sublandlord, then Sublandlord shall promptly remit such excess to Subtenant). Delay in computation of Additional Rent shall not be refunded by Landlord within thirty (30) days deemed a default hereunder or a waiver of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s Sublandlord's right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredcollect Additional Rent.

Additional Rent. Tenant shall pay its pro-rata share of Operating Expenses. Within sixty (60) days after the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the All monies other than Base Rent is required to be paid pursuant by Sublessor under the Master Lease as to paragraph 3the Subleased Premises, above. Landlord will furnish a statement including, without limitation, any amounts payable by Sublessor to Master Lessor as “Direct Expenses” (as defined in Section 4.2.2 of the actual cost Master Lease) and costs of utilities under Section 6.2 of the Master Lease, as incorporated herein, with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following Subleased Premises shall be paid by Sublessee hereunder as and when such amounts are due under the calendar year-end including 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 year following extent paid by Sublessee. Sublessor shall promptly forward the year in which the Lease terminatesappropriate invoices received from Master Lessor. In the event that Landlord isFor avoidance of doubt, Sublessee shall not be required to pay for any reason, unable Additional TI Allowance Payment payable under the Master Lease. Sublessee shall also pay to furnish Master Lessor its pro rata share based on the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share square footage of the reimbursable Operating Expenses due for such calendar yearSubleased Premises to the square footage of the Premises (“Pro Rata Share”), the excess will which amount may be refunded equitably adjusted by Landlord Sublessor based on its reasonable determination of actual usage, within thirty (30) days of the date request by Sublessor, of the statementcost of any utilities that 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. Landlord will keep books and records showing 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 reimbursable Operating Expenses in accordance with generally accepted accounting principlesMaster Lease. Landlord’s right to be reimbursed for any particular Operating Expense All such amounts shall be waived if an invoice therefor deemed additional rent (“Additional Rent”). Base Rent and Additional Rent hereinafter collectively shall be referred to as “Rent”. Notwithstanding anything to the contrary in the Sublease, Sublessee shall not be required to pay any Rent or perform any obligation that is not delivered required as a result of a default by Sublessor of any of its obligations under the Master Lease (except to Tenant within two (2the extent such default was due to the negligence or willful misconduct of Sublessee or its agents, employees, contractors, licensees or invitees or violation of this Sublease by Sublessee) years following or, except to the year in which such Operating Expense was incurredextent due to the negligence or willful misconduct of Sublessee or its agents, employees, contractors, licensees or invitees or violation of this Sublease by Sublessee, the misuse, negligence or willful misconduct of or by Sublessor or its agents, contractors or invitees or the violation of law by Sublessor.

Additional Rent. Tenant Commencing with the Rent Commencement Date, Sublessee shall pay its proto Sublessor without any set-rata share of Operating Expensesoff 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 Sublessor may designate by notice to Sublessee, the Additional Rent (as defined below). Within sixty (60) days after The Additional Rent shall be paid in equal monthly installments in advance on or before the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate month during the Term of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish this Sublease based upon a statement of the actual cost with Sublessor's good faith estimate of Additional Rent in respect to the reimbursable of Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable provided by Sublessor to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within Sublessee at least thirty (30) days prior to the first day of each Building fiscal year (as hereinafter defined) (the "Estimated Expense Statement"). Payments of Additional Rent shall be apportioned for any fraction of a month occurring during the Term in which the Term Commencement Date or the last day of 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 receipt the last day of statementeach Building's fiscal year during the Term of this Sublease, Sublessor shall furnish Sublessee with a statement of actual Additional Rent for such Building fiscal year in respect of Operating Expenses certified by an officer of Sublessor (the "Actual Expense Statement"). If In the total amount event the Actual Expense Statement shows that there exists a deficiency between the Additional Rent which was due by Sublessee and the actual Additional Rent paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for Sublessee, Sublessee shall pay such calendar year, the excess will be refunded by Landlord deficiency to Sublessor within thirty (30) days of receipt of such Actual Expense Statement. In the date event the Actual Expense Statement shows that an overpayment of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurred.Additional Rent

Additional Rent. A. In addition to Base Rent, Tenant shall pay its pro-pay, as Additional Rent, the cost of the Commercial General Liability Insurance that Landlord is required to maintain under Exhibit E of this Lease Agreement relating to the Leased Premises and all charges for any services, goods or materials furnished by Landlord at Tenant’s written request which are not required to be furnished by Landlord under this Lease Agreement (“Additional Rent” and, together with Base Rent, “Rent”). In the event Landlord maintains a blanket policy of Commercial General Liability Insurance, Landlord and Tenant agree that the costs therefor attributable to this Lease Agreement and to be characterized as Additional Rent hereunder shall be determined on a pro rata share basis among the matters insured by such blanket policy. Notwithstanding the foregoing, during the periods in which the Pearland Economic Development Corporation is the Landlord hereunder, the term “Additional Rent” shall not include the cost of Operating ExpensesLandlord’s Commercial General Liability Insurance. B. Additional Rent under this Section 6 shall be payable by Tenant to Landlord in monthly installments equal to 1/12th of Landlord’s estimate of the annual Additional Rent. The initial monthly payments are based upon Landlord’s estimate of the Additional Rent for the year in question, and shall be increased or decreased annually to reflect the projected actual Additional Rent for that year. Within sixty (60) days after the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the after each calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting or as soon thereafter as practicable with is reasonably practicable, Landlord shall deliver to Tenant a statement setting forth the same force and effect as actual Additional Rent for such year. If Tenant’s total payments in respect of Additional Rent for any year are less than the statement would have had if delivered within actual Additional Rent for that year, Tenant shall pay the time specified above. Tenant will pay any deficiency difference to Landlord as shown within ten (10) days after Landlord’s request therefor. If such payments made by Tenant are more than such statement actual Additional Rent for that year, Landlord shall, at Landlord’s option, either (i) credit such excess against Tenant’s next accruing Rent hereunder, or (ii) repay such excess to Tenant within thirty (30) days. There shall be no duplication of costs for reimbursements in calculating Additional Rent, and any excess retained by Landlord at the end of the Term shall be refunded to Tenant within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share end of the reimbursable Operating Expenses Term. Upon request from Tenant, Landlord shall deliver to Tenant the invoice from Landlord’s insurance carrier documenting the cost of the Commercial General Liability Insurance. C. The first monthly installment (subject to proration, if any) of Additional Rent shall be due for on the Rent Commencement Date; thereafter, monthly installments of such Additional Rent shall be due monthly, in advance, on the first day of each calendar yearmonth following the Rent Commencement Date. In connection with the first monthly installment of Additional Rent, Landlord shall provide to Tenant a written estimate of the excess Additional Rent that will be refunded owed by Landlord within thirty Tenant, at least ten (3010) days of prior to the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredRent Commencement Date.

Additional Rent. All sums payable by Tenant under this Lease other than Base Rent shall pay be deemed "Additional Rent;" the term "Rent" shall mean Base Rent and Additional Rent. Landlord shall estimate in advance and charge to Tenant the following costs, TO BE PAID WITH THE BASE RENT ON A MONTHLY BASIS THROUGHOUT THE LEASE TERM; (i) ALL REAL PROPERTY TAXES for which Tenant is liable under Section 5.01 and 5.02 of the Lease, (ii) ALL UTILITY COSTS (IF UTILITIES ARE NOT SEPARATELY METERED) for which Tenant is liable under Section 6.01 of the Lease, (iii) ALL INSURANCE PREMIUMS for which Tenant is liable under Sections 7.01 and 7.08 of the Lease, (iv) ALL CAM EXPENSES FOR which Tenant is liable under Section 8.04 of the Lease. Collectively, the aforementioned Real Property Taxes, insurance, utility, and CAM Expenses shall be referred to as the "Total Operating Costs." Landlord may adjust its pro-rata share estimate of Total Operating ExpensesCosts at any time based upon Landlord's experience and reasonable anticipation of costs. Within sixty 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 (60which shall be the calendar year for this Lease) days after during the first day of each calendar year, or a reasonable period thereafterLease Term, Landlord shall furnish deliver to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year prepared in which the Lease terminates. In the event that Landlord isACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES SETTING FORTH, for any reason, unable to furnish the accounting for the prior year within the time specified aboveIN REASONABLE DETAIL, the Total Operating Costs paid or incurred by Landlord will furnish during the preceding fiscal year and Tenant's Pro Rata Share of such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified aboveexpenses. Tenant will pay any deficiency to Landlord as shown by such statement within Within thirty (30) days after Tenant's receipt of such statement. If , there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the total amount paid by Tenant during any calendar year exceeds case may be) in order that Landlord shall receive the actual entire amount of its Tenant's share of the reimbursable Operating Expenses due such costs and expenses for such calendar yearperiod. In addition to its obligation to pay Base Rent and its Pro Rata Share of Total Operating Expenses, the excess will be refunded by 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 within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating pays for any Additional Expenses in accordance with generally accepted accounting principles. Landlord’s right the terms of this Lease, Tenant's obligation to be reimbursed for any particular Operating Expense reimburse such costs shall be waived if an invoice therefor is not delivered to Additional Rent obligation payable in full with the next monthly Rent payment. Unless this Lease provides otherwise, Tenant within two (2) years following shall pay all Additional Rent then due with the year in which such Operating Expense was incurrednext monthly installment of Base Rent.

Additional Rent. From and after the Commencement Date, Tenant shall pay its proLandlord on the first day of each calendar month of the term of this Lease, together with the rent, as set forth in Section 5, Four Hundred Thirty-rata share Eight Dollars ($438) as --------- additional rent in payment of Operating the estimated amount of Tenant's Percentage of the Common Area Expenses. The foregoing estimated monthly charge may be adjusted by Landlord at the end of any calendar year on the basis of Landlord's experience and reasonably anticipated costs. Any such adjustment shall be effective as of the first month of the calendar year for which Landlord has estimated costs. Within sixty (60) days after the first day end of each calendar year or after the expiration date of the Lease, Landlord shall furnish Tenant a statement covering the calendar year, or a reasonable portion thereof during which this Lease has been in effect, and the payments made by Tenant with respect to such period thereafteras set forth in Section 7. If Tenant's payments for Tenant's Percentage of the Common --------- Area Expenses exceed the amount of the Tenant's Percentage of the actual Common Area Expenses, Landlord shall furnish refund the amount of the overpayments to Tenant an estimate Tenant. If Tenant's payments for Tenant's Percentage of the Common Area Expenses are less than the amount of the Tenant’s pro-rata share 's Percentage of reimbursable Operating Expenses for the ensuing calendar year. actual Common Area Expenses, Tenant shall pay to Landlord 1/12th the amount of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt written notice of statementthe amount of such deficiency from Landlord. If the total amount paid The payments by Tenant during any calendar year exceeds the actual amount of its share Tenant's Percentage of the reimbursable Operating Common Area Expenses due for such calendar year, the excess will shall be refunded by Landlord within thirty (30) days prorated as of the date Commencement Date and the expiration of the statementterm of this Lease. Landlord will keep books and records showing Failure by Tenant to pay any of the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right amounts required to be reimbursed for any particular Operating Expense paid under this Section 7 shall be waived if an invoice therefor is not delivered constitute a default under the terms hereof in like manner --------- as failure to Tenant within two (2) years following the year in which such Operating Expense was incurredpay rental when due.

Additional Rent. In addition to the Annual Rent, Tenant hereby further agrees to pay to Landlord during the Extension Term, all Additional Rent and other charges required to be paid by Tenant pursuant to the Lease, including, but not limited to, all Utility Charges and Tenant’s Proportionate Share of Taxes, Insurance Premiums, Common Area maintenance expenses, and other Shopping Center Operating Costs. Notwithstanding anything in the Lease to the contrary, during the Term of this Lease and any extensions thereof, for the Additional Premises only, Tenant agrees to pay Landlord as Additional Rent Tenant’s Percentage Share (As it relates to Property Insurance defined as that fraction, the numerator of which is the total number of rentable square feet of space contained within the Additional Premises and the denominator of which is the total number of leasable square feet within the Shopping Center less any area not covered by the Property Insurance policy) of any cost associated with the Property Insurance (including but not limited to windstorm, “All Risk”, fire, flood, etc.) obtained by Landlord in its reasonable discretion, for the Shopping Center. If Landlord determines in it’s reasonable discretion that Tenant will be required to pay Additional Rent to cover it’s Percentage Share of Property Insurance, then Tenant shall pay Landlord an estimated amount of such costs in equal monthly installments together with Rent. Initially, Landlord estimates that Tenant will be required to pay Four Hundred and Fifty Dollars per month ($450.00) together with its pro-rata share Rent towards Tenant’s Percentage Share of Operating ExpensesProperty Insurance. Within sixty (60) 180 days after the first day end of each calendar year, Year or a reasonable period thereafter, during such other periods as Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified abovedeems reasonable, the Landlord will furnish such accounting as soon thereafter as practicable with determine and advise Tenant by statement of the same force and effect as exact amount or the statement would have had Tenant’s Percentage Share of the Shopping Center’s Property Insurance and, if delivered necessary, an adjustment will be made between the parties within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) 15 days after receipt the Tenant has been advised of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share paid. Upon request by Tenant, Landlord agrees to provide Tenant with a copy of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days paid Property Insurance xxxx as evidence of the date basis upon which any increase in Property Insurance is chargeable to Tenant. Tenant shall be responsible for its Percentage Share of such Property Insurance for fractional years occurring at the beginning and expiration of the statement. Landlord will keep books Term of this Lease, and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredextensions thereof.

Additional Rent. Tenant shall pay its pro-rata share of Operating Expenses. Within sixty (60) days after the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate Upon commencement of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. obligation to pay Base Rent hereunder, Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as Additional Rent, in addition to the Base Rent is required by Section 3 hereof an amount (“Additional Rent”) equal to Tenant’s Proportionate Share of the Taxes and Operating Expenses incurred by Landlord during each Calendar Year. The Additional Rent with respect to each Calendar Year shall be paid in monthly installments, in an amount reasonably estimated from time to time by Landlord and communicated by written notice to Tenant. Landlord shall cause to be paid pursuant kept books and records showing Operating Expenses and Taxes in accordance with generally accepted accounting principles and shall make such books and records available to paragraph 3Tenant for inspection and copying, aboveupon Tenant’s request. As promptly as practicable following the close of each Calendar Year, Landlord will furnish shall cause a firm of independent certified public accountants to review such books and records (and to do such other work as may be necessary to enable such firm to give the certificate hereinafter required) and to deliver to Landlord its certificate specifying the amount of Operating Expenses and Taxes for such Calendar Year for the Building. After receipt of such certificate, Landlord shall cause the amount of the Additional Rent for such Calendar Year to be computed based on Operating Expenses and Taxes for such Calendar Year for the Building as specified in such firm’s certificate and Landlord shall deliver to Tenant a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force amount and effect as the statement would have had if delivered within the time specified above. Tenant will shall pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of such statement. The certificate of such independent Accounting firm as to the amount of Operating Expenses and Taxes for such Calendar Year for the Building shall constitute a determination which is final and conclusive on Tenant. If the total amount for the estimated monthly installments paid by Tenant during any calendar year Calendar Year exceeds the actual Additional Rent due from Tenant for such Calendar Year, at Landlords option, such excess shall be either credited against payments next due hereunder or refunded by Landlord, provided Tenant is not then in default hereunder. The amount of its share the refund of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded Taxes received by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following credited against Taxes for the year in which such Operating Expense was incurredrefund is received. In determining the amount of Taxes for any year, the amount of special assessments to be included shall be limited to the amount of the installment (plus any interest payable thereon) of such special assessment required to be paid during such year as if the Landlord had elected to have such special assessment paid over the maximum period of time permitted by law. All references to Taxes “for” a particular year shall be deemed to refer to Taxes assessed or levied during such year without regard to when such Taxes are paid. Termination of this Lease shall not terminate the obligation of Landlord to make refunds to Tenant unless such termination is due to the default of the Tenant.

Additional Rent. As and for additional rent (the "Additional Rent") for the Premises, Tenant shall pay its pro-rata share 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 Expenses. Within sixty (60) days after the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar yearCosts"). Tenant shall pay to Landlord 1/12th as additional rent a prorata portion of said 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 Landlord is required to pay 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 shall be payable as and when Operating Costs are payable by Landlord. If the Prime Lease provides for the payment by Landlord of Operating Costs on the basis of an estimate at thereof, then as and when adjustments between estimated and actual operating Costs are made under the same time Prime Lease, the obligations of Landlord and place as Tenant hereunder shall be adjusted in a like manner; and if any such adjustment shall occur after the Base Rent is to be paid pursuant to paragraph 3expiration or earlier termination of the Term, abovethen the obligations of Landlord and Tenant under this Subsection 5 shall survive such expiration or termination. Landlord will shall, upon request by Tenant, furnish a statement Tenant with copies of all statements submitted to Landlord of actual or estimated Operating Costs during the Term. In addition to the foregoing, Tenant shall pay Landlord as additional rent the sum of Three Hundred Dollars ($300.00) on the Rental Commencement Date and on each anniversary of the actual cost with respect to Rental Commencement Date during the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year term of this Sublease in which the Lease terminateslieu of a security deposit. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within Additional Rent shall be due thirty (30) days after following Tenant's receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredthereof.

Additional Rent. Tenant shall pay its pro-rata share of Operating Expenses. Within sixty (60) days after the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant 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 1/12th pursuant to Article 7 of said 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 at of such charges in the same time applicable year (EXCEPT AS SET FORTH BELOW), and place 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 Base “Additional Rent.” Additional Rent is charges shall also be subject to be paid pursuant to paragraph 3annual reconciliation as determined by Landlord under the Master Lease, above. Landlord will furnish a statement and Subtenant understands that such Reconciliation for the final year of the actual cost 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 Reconciliation and 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 Term. The foregoing obligation shall survive the termination of this Sublease. It is the intent of the parties with respect to Additional Rent, that Sublandlord shall not profit from the reimbursable Operating Expenses no later than one hundred twenty (120) days following pass through, but shall rather reconcile all pass throughs on an annual basis based on the calendar year-end including the year following the year in Reconciliation which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded Sublandlord is provided by Landlord within thirty (30) days of under the date of the statementMaster Lease. Upon written request from Subtenant from time to time, Sublandlord shall provide any applicable documentation delivered by Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in Sublandlord, which evidences such Operating Expense was incurredAdditional Rent.

Additional Rent. Any rents or other charges not included in Base Rent which Tenant herein expressly or impliedly covenants or agrees to pay howsoever the same may be denominated shall hereinafter be referred to as “Additional Rent.” Landlord shall have the same rights and remedies as are provided for herein at law or in equity for the nonpayment of Additional Rent as Landlord shall have for the nonpayment of Base Rent. All taxes, premiums, charges, costs, and expenses which Tenant assumes or agrees to pay under any provisions of this Lease, together with all interest and penalties that may accrue thereon in the event of Tenant’s failure to pay the same as herein provided, all other damages, costs and expenses which Landlord may suffer or incur, and any and all other sums which may become due, by reason of any default of Tenant or failure on Tenant’s part to comply with the agreements, terms, covenants, and conditions of this Lease on Tenant’s part to be performed, and each or any of them, shall be deemed to be Additional Rent. In addition to the Base Rent, during the term of this Lease and any extension or renewal hereof, Tenant shall pay its pro-rata share all of the following expenses incurred by the Landlord relating to the Premises (collectively, “Operating Expenses. Within sixty ”) all costs and expenses of any kind, nature, and description incurred by the Landlord in connection with the maintenance, operation, care and repair of the Building or the Building Site (60other than landscaping or grounds-keeping charges) days after the first day of each calendar year, or a reasonable period thereafter, which Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses determines are desirable for the ensuing calendar yearoperation and maintenance of the Building or the Building Site in accordance with the standard maintained in the Euclid, Ohio area for similar buildings and building sites. Tenant shall pay to Landlord 1/12th of said estimate at also reimburse landlord for property taxes and insurance premiums, if paid for by the same time landlord, when due. The foregoing additional charges and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount shall be paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by to Landlord within thirty (30) days of the date of the statement. that Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if submits an invoice therefor is not delivered for such charges to Tenant within two (2) years following or, the year in which due date of such Operating Expense was incurreditem if earlier).

Additional Rent. It is understood that the Rent set forth in paragraph 3 of the Lease was negotiated in anticipation that the Tenant pays for a pro-rata share of the Operating Expenses not paid directly by Tenant, defined in paragraph 5 of the Lease. Therefore, in order that Rent payable throughout the term of this Lease shall reflect such costs, Tenant shall pay its pro-rata share of the Operating ExpensesExpenses defined in paragraph 5. Within sixty (60) At the beginning of the Lease Term and within 60 days after the first day of each calendar year, or a reasonable period thereafter, . Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses Expenses, not paid directly by Tenant, defined in Paragraph 5 for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent base rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses expenses no later than one hundred twenty sixty (12060) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s Upon five (5) business days notice, Tenant shall have the right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following inspect the year in which such Operating Expense was incurredbooks and records at the office of the Landlord or its Manager.

Additional Rent. All sums payable by Tenant under this Lease other than Monthly Base Rent shall be deemed “Additional Rent.” The term “Rent” shall mean Monthly Base Rent and Additional Rent. Tenant shall pay its pro-rata share of Operating Expensescommence paying Additional Rent on April 1, 2012. Within sixty (60) days after the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish estimate in advance and charge to Tenant an Tenant, Tenant’s Share of the following costs, to be paid with the Monthly Base Rent, in installments, on a monthly basis throughout the Term: (i) all Real Property Taxes (as defined herein), (ii) all insurance premiums due with respect to the Building and the Parking Lot (as defined below) and (iii) all CAM Expenses (as defined herein). Collectively, the aforementioned Real Property Taxes, insurance and CAM Expenses shall be referred to as the “Total Operating Costs”. Landlord’s estimate of Tenant’s pro-rata share Share of reimbursable Total Operating Expenses for the ensuing calendar year. Tenant Costs shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, aboveby Tenant in equal monthly installments with Tenant’s payment of Monthly Base Rent. Landlord will furnish a statement may adjust its estimates of Total Operating Costs at any time based upon Landlord’s experience and reasonable anticipation of costs. Such adjustments shall be effective as of the actual cost with respect next Rent payment date after notice to the reimbursable Operating Expenses no later than Tenant. Within one hundred twenty (120) days following after the end of each calendar year-end including year during the year following the year Term, Landlord shall deliver to Tenant a statement prepared in which the Lease terminates. In the event that Landlord isaccordance with generally accepted accounting principles setting forth, for any reason, unable to furnish the accounting for the prior year within the time specified abovein reasonable detail, the Total Operating Costs paid or incurred by Landlord will furnish during the preceding calendar year and Tenant’s Share of such accounting as soon thereafter as practicable with Total Operating Costs (the same force and effect as the statement would have had if delivered within the time specified above“Annual Statement”). Tenant will pay any deficiency to Landlord as shown by such statement within Within thirty (30) days after Tenant’s receipt of statementthe Annual Statement, there shall be an adjustment between Landlord and Tenant. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share Tenant’s Share of the reimbursable Total Operating Expenses due Costs for such that calendar year exceed the monthly installment payments made by Tenant during that year, then Tenant shall pay the excess will be refunded by difference to Landlord within thirty (30) days of the date receipt of the statementAnnual Statement. If the actual amount of Tenant’s Share of the Total Operating Costs for that calendar year is less than the monthly installment payments made by Tenant during that year, then Landlord will keep books and records showing shall credit the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right difference to be reimbursed for any particular Operating Expense shall be waived the monthly installment(s) next due from Tenant or if an invoice therefor is not delivered the Term has ended, pay the difference to Tenant within two thirty (230) days after Landlord’s delay of the Annual Statement. Tenant’s share of Total Operating Costs for partial years following the year in which such Operating Expense was incurredshall be pro-rated.

Additional Rent. Tenant All monies other than Base Rent required to be paid by Sub-Subtenant under this Sub-Sublease shall be deemed additional rent (“Additional Rent”). Additional Rent shall include, without limitation, all amounts payable by Sub-Sublandlord under the Master Sublease with respect to or reasonably allocated to the Sub-Sublease Premises except to the extent otherwise specifically provided herein. Sub-Subtenant acknowledges that Sub-Sublandlord is required to pay Additional Rent under the Master Sublease in respect of “Expenses” and “Taxes” and estimated payments thereof and adjustments thereto under Paragraph 4.B of the Master Sublease. Sub-Subtenant and Sub-Sublandlord agree, as a material part of the consideration given by Sub-Subtenant to Sub-Sublandlord for this Sub-Sublease, that, in addition to all other Additional Rent set forth in this Sub-Sublease, Sub-Subtenant shall pay its proto Sub-Sublandlord Sub-Subtenant’s pro rata share of Operating Expenses. Within sixty (601) days after the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as all increases over the Base Rent is Year in Expenses and Taxes of every kind and nature arising in connection with the Sub-Sublease Premises, and (2) to be the extent not included in the immediately preceding subparagraph, all increases in expenses and taxes of every kind and nature paid pursuant to paragraph 3or incurred by Sub-Sublandlord arising in connection with the Sub-Subleased Premises (hereinafter “Sub-Sublandlord Other Expenses”), above. Landlord will furnish a statement of the actual cost such that Sub-Sublandlord shall receive, as net consideration for this Sub-Sublease, full reimbursement thereof with respect to the reimbursable Operating Sub-Sublease Premises. Provided, however, for purposes of this Sub-Sublease, Expenses and Sub-Sublandlord Other Expenses shall not include any premiums for Business Interruption Insurance, any charge for Earthquake Insurance deductible should an earthquake event occur, or any premium for an Earthquake Sprinkler Endorsement. With respect to all such Expenses, Taxes and Sub-Sublandlord Other Expenses, (i) the “Base Year” shall be 2010 and Sub-Subtenant shall only be responsible for its pro rata share of all increases in Expenses, Taxes and Sub-Sublandlord Other Expenses over the Base Year, and (ii) such amounts (including estimated payments thereof and adjustments thereto) shall be payable by Sub-Subtenant no later than one hundred twenty the later to occur of (120a) two (2) days following before the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with dates the same force are due under the Master Sublease or (ii) ten (10) business days after Sub-Sublandlord delivers to Sub-Subtenant a copy of all invoices received by Sub-Sublandlord or Master Tenant for costs and effect as the statement would have had if delivered within the time specified aboveexpenses in respect of Expenses, Taxes and Sub-Sublandlord Other Expenses either owing to Master Landlord and/or Master Tenant or paid or incurred by Sub-Sublandlord. Tenant will pay any deficiency to Landlord as shown If payments are made by such statement estimate, then within thirty (30) calendar days after receipt from the date that Sub-Sublandlord receives from Master Landlord a reconciliation of statementactual increases in Expenses, Taxes and Sub-Sublandlord Other Expenses for the previous year with estimated cost increase payments which are attributable to the Master Sublease Premises and/or the Sub-Sublease Premises, Sub-Sublandlord shall deliver to Sub-Subtenant a reconciliation of actual increases in Expenses, Taxes Sub-Sublandlord Other Expenses over the Base Year with estimated cost increase payments made or incurred by Sub-Subtenant which are attributable to the Sub-Sublease Premises. If Sub-Subtenant overpaid Expenses, Taxes and/or Sub-Sublandlord Other Expenses for the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar previous year, then Sub-Sublandlord shall refund the excess will be refunded by Landlord overpayment to Sub-Subtenant within thirty (30) calendar days of the date Sub-Sublandlord delivered the reconciliation for the Sub-Sublease Premises to Sub-Subtenant. If, however, Sub-Subtenant underpaid Expenses, Taxes and/or Sub-Sublandlord Other Expenses for the previous year, then Sub-Subtenant shall pay the amount of the statementunderpayment to Sub-Sublandlord within thirty (30) calendar days of the date Sub-Sublandlord delivered the reconciliation for the Sub-Sublease Premises to Sub-Subtenant. Sub-Subtenant’s pro rata share shall mean that amount, expressed as a percentage, equal to the number of rentable square feet included in the Sub-Sublease Premises divided by the number of rentable square feet in the Master Sublease Premises (currently 0.89%). Notwithstanding the foregoing, in the event any cost or expenses is incurred by Sub-Sublandlord as a result of the request of Sub-Subtenant for certain services (such as extra hours’ charges, etc.), Sub-Subtenant shall pay the entire cost thereof directly to Master Landlord as a condition of receiving such sevices, and such charges shall not be pro rated between Sub-Sublandlord and Sub-Subtenant. Similarly, in the event any cost or expense is incurred by Sub-Sublandlord as a result of the request of Sub-Sulandlord or any occupant of any portion of the Master Sublease Premises other than Sub-Subtenant for certain services for the sole benefit of Sub-Sublandlord or such occupant of any portion of the Master Sublease Premises other than Sub-Subtenant, Sub-Subtenant shall have no liability for the entire cost thereof, and such charges shall not be prorated between Sub-Sublandlord and Sub-Subtenant. However, as a convenience, Sub-Sublandlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed request that Master Landlord xxxx Sub-Subtenant directly for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year and all costs or expenses incurred as a result of Sub-Subtenant’s request for such services, or any portion thereof, in which event Sub-Subtenant shall pay for the services so billed upon written demand, provided that such Operating Expense was incurredbilling shall not relieve Sub-Sublandlord from its primary obligation to pay for such services. The obligations of Sub- Sublandlord and Sub-Subtenant to one another set forth in this Paragraph 5 shall survive the expiration or termination of the Term of the Sub-Sublease.

Additional Rent. In addition to Base Rent, Subtenant shall also pay to Sublandlord, all Subtenant’s Proportionate Share (as defined below) of Operating Expenses (as that term is defined in Section 9.2 of the Master Lease) and all other costs payable by Sublandlord under the Master Lease (“Additional Rent”). Additional Rent shall also include all amounts paid directly by Sublandlord to parties other than Sublandlord to the extent related to the Sublease Premises (e.g. real property taxes assessed against the tenant improvements in the Sublease Premises, landscape maintenance, and parking lot maintenance). . For purposes hereof, “Subtenant’s Proportionate Share” means, during any period during the Term, the number of rentable square feet for which Subtenant is paying Base Rent pursuant to Section 3(a)(i) above, divided by the number of rentable square feet in the Building (81,235). Prior to the Commencement Date, 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 remainder of calendar year 2003 or the succeeding calendar year, as applicable. Subtenant shall pay its pro-rata share of Operating ExpensesAdditional Rent in equal monthly installments based upon such estimate; provided, that the estimate statement may be revised and reissued by Sublandlord from time to time. Within sixty (60) 120 days after the first day end of each calendar year, or a reasonable period thereafter, Landlord Sublandlord shall furnish give to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses a statement, which shall indicate the Additional Rent incurred or accrued for the ensuing 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 to Landlord 1/12th pay, with its next installment of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3due, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses but in no event later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statementsuch statement the full amount of any excess for such expense year. If a refund is due, Sublandlord shall provide such refund at the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of time it provides the statement. Landlord will keep books and records showing The failure of Sublandlord to timely furnish the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed statement for any particular Operating Expense expense year shall be waived if an invoice therefor not prejudice Sublandlord from enforcing its rights under this Section 3. Even though the Term has expired and Tenant has vacated the Sublease Premises, when the final determination is not delivered made of the Additional Rent due from Subtenant for the Term, Tenant shall immediately pay to Tenant within two (2) years following the year in which such Operating Expense was incurredSublandlord any amounts due. Upon request, Sublandlord shall furnish to Subtenant copies of any invoices for items constituting Additional Rent hereunder.

Additional Rent. During the Lease Term, Tenant shall pay its pro-rata share to Landlord, as additional rent, an amount equal to the amount of Tenant’s Pro Rata Share (as hereinafter defined) of the Property Taxes, Insurance, Utilities and Operating ExpensesExpenses which are paid or incurred by Landlord in any calendar year. Within sixty Tenants Pro Rata Share shall mean fifty percent (60) days after 50%). Tenant shall make monthly payments to be applied against Tenant’s obligation to pay Tenant’s Pro Rata Share of the Property Taxes, Insurance, Utilities and Operating Expenses paid or incurred by Landlord in any calendar year in advance on the first day of each calendar month during the Lease Term based upon a reasonable estimate by Landlord of such amounts to be paid or incurred by Landlord. Within ninety (90) days of the end of each calendar year, or Landlord will provide Tenant with a reasonable period thereafter, Landlord shall furnish to Tenant an estimate computation of Tenant’s pro-rata share Pro Rata Share of reimbursable the actual Property Taxes, Insurance, Utilities and Operating Expenses paid or incurred by Landlord during such calendar year. If the total of all estimated payments made by Tenant for such calendar year is more than Tenant’s Pro Rata Share of the actual Property Taxes, Insurance, Utilities and Operating Expenses paid or incurred by Landlord during such calendar year, Tenant will receive a credit in the amount of such excess against its estimated monthly payments for Tenant’s Pro Rata Share of Property Taxes, Insurance, Utilities and Operating Expenses for the ensuing next calendar year. Tenant shall pay to Landlord 1/12th year or a refund of said estimate at the same time and place as the Base Rent is such excess if there are no subsequent estimated monthly payments to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown made by such statement within thirty (30) days after receipt of statementTenant. If the total amount paid of all estimated payments made by Tenant during any for such calendar year exceeds is less than Tenant’s Pro Rata Share of the actual amount of its share of the reimbursable Property Taxes, Insurance, Utilities and Operating Expenses due paid or incurred by Landlord for such calendar year, the excess will be refunded by Tenant shall pay such deficiency to Landlord within thirty (30) days of the date receipt of the statementcomputation of Tenant’s Pro Rata Share of the actual Property Taxes, Insurance, Utilities and Operating Expenses from Landlord. Tenant agrees to make timely payment of all amounts due as Additional Rent under this Section 6, including any Additional Rent which becomes due or is computed after the end of the Lease Term. The Tenant’s obligations under this Section 6 shall survive the expiration of the Lease Term or earlier termination of this Lease. In the event that the Lease Term commences or expires other than on the first or last day of a calendar year, Tenant’s obligation to pay Tenant’s Pro Rata Share of the Property Taxes, Insurance, Utilities and Operating Expenses for such calendar years shall be prorated based upon the number of days of the Lease Term that occur in such calendar years. In the event that the Development is insured, serviced, assessed or maintained as part of a larger parcel, then Landlord shall allocate a fair and equitable amount of such insurance costs, service charges, assessments and maintenance charges, as the case may be, to the Development or applicable portion thereof. Property Taxes shall be deemed incurred by Landlord at the time such Property Taxes are assessed or levied and/or become a lien. Within ninety (90) days of the end of the Lease Term, Landlord will keep books provide Tenant with a computation of Tenant’s Pro Rata Share of the actual Property Taxes, Insurance, Utilities and records showing the reimbursable Operating Expenses in accordance paid or incurred by Landlord during such calendar year or partial calendar year, as applicable. If the total of all estimated payments made by Tenant for such calendar year or partial calendar year is more than Tenant’s Pro Rata Share of the actual Property Taxes, Insurance, Utilities and Operating Expenses paid or incurred by Landlord during such calendar year or partial calendar year, as applicable, Landlord shall either (i) apply such excess to Tenant’s obligation to make future estimated payments, or (ii) provide Tenant with generally accepted accounting principlesa refund of such excess at the time it provides Tenant with such computation. If the total of all estimated payments made by Tenant for such calendar year, or partial calendar year, as applicable, is less than Tenant’s Pro Rata Share of the actual Property Taxes, Insurance, Utilities and Operating Expenses paid or incurred by Landlord for such calendar year, or partial calendar year, as applicable, Tenant shall pay such deficiency to Landlord within thirty (30) days of receipt of the computation of Tenant’s Pro Rata Share of the actual Property Taxes, Insurance, Utilities and Operating Expenses from Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurred.

Additional Rent. All sums payable by Tenant under this Lease other than Base Rent are “Additional Rent”; the term “Rent” includes both Base Rent and Additional Rent. Landlord will estimate in advance and charge to Tenant the following costs (“Total Operating Costs”), which Tenant will pay with the Base Rent, monthly, commencing December 1, 2010, except as otherwise set forth herein: (i) all Real Property Taxes for which Tenant is liable under Article 4, (ii) all utility costs (to the extent utilities are not separately metered) for which Tenant is liable under Article 5, (iii) all insurance premiums for which Tenant is liable under Article 6 (provided that Tenant shall pay all costs of its pro-rata share of Operating Expenses. Within sixty own insurance (60as required by Section 6.1 hereof) days after directly to the first day of each calendar yearappropriate insurance company), or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable and (iv) all Operating Expenses for which Tenant is liable under Article 7 of this Lease. Landlord may adjust its estimates of Total Operating Costs at any time based upon Landlord’s experience and reasonable anticipation of costs. Such adjustments will be effective as of the ensuing calendar yearnext Rent payment date after notice to Tenant (such notice to be accompanied by a written explanation by Landlord of the justification for such adjustment). By the date that is ninety (90) days following the end of each fiscal year (as established by Landlord) during the Term, Landlord will deliver to Tenant shall pay a statement setting forth, in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding twelve (12) months and Tenant’s Pro Rata Share of such expenses (the “Total Operating Cost Statement”). Within 30 days after Tenant’s receipt of such statement, and subject to Section 3.4, there will be an adjustment between Landlord 1/12th of said estimate at the same time and place Tenant, with payment to or credit given by Landlord (as the Base Rent case may be); provided, however, if a credit is due to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost Tenant with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following last year of the Term, the amount of such credit shall be refunded to Tenant. As of the date hereof, Landlord’s “fiscal year” is the calendar year-end including ; provided, however, Landlord reserves the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered change its fiscal year upon prior written notice to Tenant within two (2) years following the year in which of such Operating Expense was incurredchange.

Additional Rent. Tenant Commencing on the Commencement Date and continuing through the end of the Term, Lessee shall pay its pro-to Lessor in readily available funds, without deduction, offset, or demand, monthly, in advance, Lessee’s pro rata share of Operating ExpensesLessor’s cost of fire and extended coverage insurance, as well as Lessor’s cost of liability and property damage insurance, so far as such costs are attributable to the Property. Within sixty (60) days after the first day of each calendar yearLessee shall also reimburse Lessor for real property taxes and general and special assessments, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenantand for Lessee’s pro-pro rata share of reimbursable Operating Expenses for the ensuing calendar yearLessor’s expenses of maintenance and repair of the parking areas and the exterior of the Property. Tenant All such pro rata amounts described in this paragraph 9.B. shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is be deemed “Lessee Reimbursements.” Lessee Reimbursement shall be deemed to be paid pursuant to paragraph 3, aboveadditional rent and are due and payable separately from Rent. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown Lessee Reimbursements shall be calculated by such statement within thirty (30) days after receipt of statement. If multiplying the total amount paid of all such costs described above by Tenant during any calendar year exceeds the actual percentage of the Property that is occupied by Lessee at the time the Lessee Reimbursement is due. If Lessee takes possession of additional space in the Property or abandons or otherwise vacates space in the Property other than on the day after the Lessee Reimbursement is due, the amount of its share Lessee Reimbursement shall be prorated at the rate of 1/365 per day. The late charge provisions set out above shall also apply to these Lessee reimbursements due Lessor. Lessor shall provide Lessee with a copy of the reimbursable Operating Expenses property tax xxxx in order to establish the basis of Lessee Reimbursements due for such calendar yeartaxes and assessments, the excess will be refunded by Landlord within thirty (30) days and a copy of the date payment statement for fire and extended coverage insurance and for liability and property damage insurance applicable for the period during which Lessee Reimbursements are due hereunder, as well as copies of invoices for Lessor’s cost of maintenance and repair for which Lessee Reimbursements are due. Lessor shall provide Lessee with the statementproperty tax xxxx, insurance bills, and copies of maintenance charges 30 days before such charges are due. Landlord will keep books Lessee may audit Lessor’s said tax, insurance, and maintenance records showing the reimbursable Operating Expenses at its own expense. If Lessee shall fail to pay any additional rent in accordance with generally accepted accounting principlesthe terms hereof, Lessor shall have all the rights and remedies with respect thereto as Lessor has for nonpayment of Rent. Landlord’s right to be reimbursed for any particular Operating Expense Lessee shall be waived responsible for payment of the following as applicable to the Property and/or Additional Property, if an invoice therefor applicable (collectively, “Additional Rent”): all utilities as required in this Agreement, all general maintenance and repairs Lessee is required to perform pursuant to this Agreement. The total of Additional Rent shall not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredexceed $.13 per foot per month.

Additional Rent. Tenant shall pay its pro-rata share of Operating Expenses. Within sixty (60) days after the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord isTenant has sought and received Landlord's consent to assign this Lease, for any reasonor to monthly base rent by Tenant to Landlord, unable pursuant to furnish Paragraph 3, shall be increased by an amount equal to one-half of the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency amount to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid be received by Tenant during any calendar year exceeds each month pursuant to the actual amount of its share terms of the reimbursable Operating Expenses due assignment or sublease, in excess of Tenant's monthly base rent for the space subject to the assignment or sublease. The amounts referred to in the previous sentence include rent, rent credit additional rent, or any other payment in respect of use of occupancy, or in reimbursement of costs of leasehold improvements installed by Tenant, and whether paid in a lump sum or periodic payments. In no event shall the total sums payable to the Landlord be less than the monthly rental Landlord would have received but for such calendar year, the excess will assignment or sublease. The additional rent shall be refunded by due and payable to Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principlesthe schedule specified in the sublease or assignment instrument, and the failure of any subtenant or assignee to make any payments in accordance with that schedule shall not affect the obligation of Tenant to pay the additional rent to Landlord. Landlord’s right to be reimbursed for any particular Operating Expense The calculation of the amount of rentable space being sublet shall be waived if an invoice therefor is made by Landlord in accordance with its usual standards, Landlord may require acknowledgment by Tenant of Tenant's concurrence on the Landlord's calculation of the amount of rentable space being sublet as a condition to Landlord's consent to any sublease. The provisions of a sublease or assignment instrument consented to by Landlord cannot delivered be modified, not the sublease or assignment terminated, other than in accordance with its terms, without the prior written consent of the Landlord, which consent shall not be unreasonably withheld. The terms of this Paragraph 17.2 shall apply to Tenant within two (2) years any subleasing or assignment by any subtenant or assignee. The following the year in which such Operating Expense was incurred.exhibits and riders are attached to and are part of this Lease: Exhibit A -- Building Floor Plan Exhibit B -- Rules and Regulations Exhibit C -- Building Floor Plan for First and Second Expansion Spaces

Additional Rent. In addition to the Base Rent, Tenant agrees to pay as additional rent (the “Additional Rent”) its pro rata share of all Landlord’s expenses of management fees for the Building, Building casualty and other insurance, common area utilities and common area maintenance charges for the portions of the Building accessible and available to all tenants, subject to limits and controls hereinafter described (“Operating Expenses”), provided, however, that the Leased Premises are intended to be primarily free-standing with minimal common charges. Operating Expenses shall not include capital costs and expenses, as defined by Generally Accepted Accounting Principles (“GAAP”), but shall include an annual allocation, not to exceed One-Half Percent (0.5%) of the gross annual rentals at the Building, to repair and replacement reserves during the Term, Management fees for the Building shall not exceed. Three Percent (3%) of the gross annual rents generated by the Building while the Building is managed by Phoenix Management Company, In the event the Building is managed by another company unrelated to the Landlord, the management fee shall not exceed Four Percent of the gross annual rents generated by the Building. Landlord and Tenant agree that water and sewer charges will be separately metered to the Leased Premises and will not become part of the Operating Expenses; provided, however, that all cost and expense related to separate metering of water and sewer shall be the responsibility of the Landlord. Tenant shall pay begin paying its pro-pro rata share of Operating Expenses on the Rent Commencement Date. Failure of Tenant to pay any sums required hereunder shall be deemed as a failure to pay rent. Landlord shall estimate the Operating Expenses and shall provide notice thereof at least annually on the anniversary of this Lease. Said estimated Operating Expenses shall be payable in advance on the day that Base Rent is due in installments equal to 1/12 of the estimated Operating Expenses. Within sixty Each year during the Lease Term and within the ninety (6090) days after next following the first day end of each calendar year, or a reasonable period thereafter, Landlord shall agrees to furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable itemized reconciliation statement in reasonable detail setting forth the total costs included as Operating Expenses for the ensuing preceding calendar year. Based on said itemized statement Landlord shall determine Tenant’s total actual Operating Expenses for such preceding year, and shall make adjustments for underpayment of Tenant’s pro rata share of said Operating Expenses, which underpayment Tenant shall pay to Landlord 1/12th with Tenant’s next monthly payment of Tenant’s pro rata share of said estimate at Operating Expenses, and for overpayments of Tenant’s pro rata share of said Operating Expenses, which overpayment shall be credited against Tenant’s next monthly payment(s) of Tenant’s pro rata share of said Operating Expenses until such overpayment is exhausted. Payments of additional rent received more than five (5) days after the same time due date may be subject to a late payment penalty equal to 2% of the payment amount for each month the payment is late. Xxxxx 0 xxx 0 xxxxx xx responsible for all Operating Expenses of the Building which contains said units and place Landlord shall send the invoices to Unit 1. Real estate taxes shall be paid in accordance with Section 9 herein. Notwithstanding the foregoing, Operating Expenses shall not include any of the following; the cost of capital improvements (defined as a repair or improvement having use of life greater than five (5) years or expenditures that are deemed capital under GAAP); expenses for painting, redecorating, or other work which Landlord performs for any tenant in the Base Rent Building; any expense which is payable by fewer than all the tenants of the Building; interest, amortization, or other payments on loans to Landlord, whether secured or unsecured; depreciation of the Building or other said improvements; ground rent; salaries, wages or other compensation paid to any employee above the grade of building superintendent or building manager, including all officers or executives of Landlord; and income, excess profits, or franchise taxes or other such taxes imposed on or measured by the income of Landlord from the operation of the Building; any expenses relating to the replacement of any item if such replacement is covered under warranty; any reserves; any costs for which is or is to be paid pursuant to paragraph 3reimbursed by proceeds of insurance or condemnation or by any other third party source, above. Landlord will furnish a statement other than payments by other tenants on account of the actual Operating Expenses; any portion of any cost or expense related to use of any common service or utility that includes other tenant or occupant use in excess of normal and customary office use levels; any charges for general administration or overhead; any costs relating to leasing, lease enforcement or procuring tenants, including attorneys’ fees, leasing commissions, advertising costs, space planning, buy-outs, contributions, tenant improvement expenses, and costs to construct any tenant alterations or improvements in connection with the preparation of a space for a new tenant or the renovation of any space for an existing tenant, and any expenses incurred to resolve disputes, enforce or negotiate lease terms with prospective or existing tenants; any costs relating to financing, refinancing or modifying any mortgage or lien on the Building or any portion thereof, and any costs relating to any other indebtedness, including, without limitation, interest, principal payments, late payment fees or penalties, legal fees, commissions, title insurance premiums, points, survey expense, appraisal, environmental report, or engineering report; any penalty or fine or cost incurred by Landlord due to its violation of any law; any interest or penalties assessed against Landlord for late payment by of any of the Operating Expenses or Real Estate Taxes; any cost relating to sculptures, paintings and other objects of art; any cost to repair and/or replace any construction defects or design defects in the Building; any costs relating to advertising, marketing and promotional events; legal fees; the cost of cleanup/remediation of any hazardous waste or hazardous substance, and all other costs of complying with any environmental law, ordinance, regulation, decree or order; and costs of any repairs, restoration or other work attributable to a fire, windstorm or other casualty or to a condemnation, other than those costs equal to a commercially reasonable insurance deductible. Supplementing the foregoing, (1) to the extent any person whose wage, salary, fringe benefits and taxes (payroll and workers’ compensation, etc,) are included in the Operating Expenses does not devote his/her entire time to the Building, then said wage, salary, fringe benefits and other items shall be included only in proportion to the amount of time spent with respect to the reimbursable Building, and (ii) if any service is provided by an affiliate or subsidiary of Landlord or the managing agent, the cost included in the Operating Expenses no later than one hundred twenty (120) days following for such service shall not exceed the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with reasonable and customary cost charged by an independent third party performing the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurredservices.

Additional Rent. 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. As Additional Annual Rent Tenant shall pay its proa sum equal to twenty-rata share five percent (25%) of Operating Expensesthe Adjusted Net Cash Flow commencing with the first day the Tenant Improvements open for business. Within 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 Landlord the Additional Annual Rent, within sixty (60) days after the first day end of each calendar yearthe Current Year. Additional Annual Rent shall continue until this Lease expires. Adjusted Net Cash Flow is Gross Revenues less Total Expenses, or a reasonable period thereafterless the total amount of capital expenses for furniture, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses fixtures, and equipment for the ensuing calendar Tenant Improvements in excess of the aggregate amount expended from any reserve during such year. Tenant shall pay agrees to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3allow City Representative, above. Landlord will furnish a statement after submission of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt calculations of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due Additional Annual Rent for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep to review and audit Tenant’s books and records showing for compliance with Tenant’s obligations hereunder. If an audit by the reimbursable Operating Expenses in accordance with City reveals a material understatement of the amount due the City, then Tenant shall pay all reasonable costs of such 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. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurred, consistently applied.

Additional Rent. Tenant Lessee agrees to pay all Operating Expenses (as defined in Section 10 below) for the Premises. Prior to the Commencement Date, Lessor will provide Lessee a statement showing Lessor's reasonable estimate of the Operating Expenses for the then current Fiscal Year and the Additional Rent due. Within 90 days following the completion of each Fiscal Year thereafter, Lessor will provide to Lessee a statement showing in reasonable detail the Operating Expenses for the preceding Fiscal Year, the Additional Rent due, and Lessor's reasonable estimate of Operating Expenses for the then current Fiscal Year. A listing of the current categories of Operating Expenses ("Operating Expense Categories") used by Lessor are set out in Exhibit "E" attached hereto. The Operating Expense Categories may change from time to time in Lessor's reasonable discretion. 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 (if any) during the preceding Fiscal Year. Any overpayment will be paid to Lessee within 30 days of the determination of such overpayment. Lessee agrees to pay Additional Rent each month thereafter, in addition to Base Rent, in an amount necessary to amortize the estimated Operating Expenses for the then current Fiscal Year over a period equal to the lesser of (i) the number of months remaining in the Term on a pro rata basis or (ii) the number of months remaining in the current Fiscal Year. Notwithstanding that the Term has expired or been terminated, Lessee shall remain liable for and agrees to pay to Lessor within 30 days following receipt of an invoice therefor, its pro-pro rata share of Operating Expenses. Within sixty (60) days after the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the actual cost with respect to the reimbursable Operating Expenses no later than one hundred twenty (120) days following the calendar year-end including the year following the year in Fiscal Year during which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is not delivered to Tenant within two (2) years following the year in which such Operating Expense was incurred.Term expired or was