Common use of Audit Rights Clause in Contracts

Audit Rights. Tenant may, within 90 days after receiving Landlord's statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant mayTenant, within 90 365 days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 90 day period or fails to provide Landlord with a Review Notice within the 90 365 day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.. EXHIBIT C

Audit Rights. Tenant may, within 90 one hundred eighty (180) days after receiving Landlord's ’s statement of ExpensesOperating Expenses or Taxes, give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Operating Expenses or Taxes for that calendar yearyear and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect including the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible previous calendar year or base year for all costs, expenses and fees incurred for the auditcomparison. Within 60 one hundred eighty (180) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year. If year if Tenant fails to give Landlord an Objection Notice within the 60 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the 90 applicable 180 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within 30 thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.

Audit Rights. Tenant may, within 90 days after receiving Landlord's statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right upon reasonable Notice to give Landlord written notice (but no more often than once per calendar year) and at its own cost and expense (without requirement that Tenant pay Landlord’s costs of complying with this provision), to audit or inspect Landlord’s books and records relating to Lxxxxxxx’s calculation of Operating Expenses and/or other Additional Rent payable by Txxxxx. Landlord shall utilize or cause to be utilized accounting records and procedures for each fiscal year (or other applicable time period) conforming to generally accepted accounting principals, consistently applied, with respect to all Operating Expenses and calculations of other forms of Additional Rent. Landlord shall cooperate with Tenant during the course of an "Objection Notice") stating audit, making all pertinent records available to Tenant, Tenant’s employees or agents for inspection during normal business hours in reasonable detail any objection Landlord’s building manager’s office. Landlord agrees to Landlord's statement make such personnel available to Tenant as is reasonably necessary for Tenant, Tenant’s employees or agents to conduct such audit. Tenant, Tenant’s employees or agents shall be entitled to make copies of Expenses for such records, provided Tenant bears the expense of such copying and further provided that yearTxxxxx agrees to keep such copies in a confidential manner. If Tenant fails to give Landlord during the course of an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described aboveAudit, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for uncovers that year. If Tenant provides Landlord with a timely Objection Noticehas overcharged Tenant, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, then Landlord shall provide Tenant with a credit against pay to Tenant: (i) the next installment of Rent overcharged amounts; and (ii) in the amount of event that Landlord overcharged Tenant by more than five percent (5%), in addition to the overpayment overcharged amounts, the reasonable costs and expenses incurred by Tenant. Likewise, if Landlord and Tenant determine that Expenses for in connection with the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 daysAudit. The records obtained making of payments to Landlord by Txxxxx and the acceptance of payments from Landlord by Tenant shall be treated not preclude Tenant from questioning the accuracy of any payment made or charge assessed by Landlord for Operating Expenses for up to two (2) years after the end of year adjustment has been made as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when dueprovided above.

Audit Rights. Tenant mayTenant, within 90 60 days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the state where the Property is located and shall not be compensated on a contingency fee basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 90 day period or fails to provide Landlord with a Review Notice within the 90 60 day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.. EXHIBIT C

Audit Rights. Tenant mayTenant, within 90 sixty (60) days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, unless such audit reveals an overcharge of more than five percent (5%), in which case Landlord shall pay for the reasonable costs of the audit. Within 60 ninety (90) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 90 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.. EXHIBIT C

Audit Rights. Tenant may, within 90 days after receiving Landlord's ’s statement of Expenses, give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant may, within 90 Not later than 120 days after of receiving Landlord's statement of Expenses’s Operating Cost Statement, Tenant may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses Operating Costs for that calendar yearthe Lease Year to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the State. Tenant shall be is solely responsible for all costs, expenses and fees incurred for the audit. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's statement of Expenses ’s Operating Cost Statement for that yearLease Year. If Tenant fails to give Landlord an Objection Notice within the 60 90-day period or fails to provide Landlord with a Review Notice within the 90 120-day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses ’s Operating Cost Statement and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 daysLease Year. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses Operating Cost Statement unless Tenant has paid and continues to pay all Rent when due.. /s/ SS /s/ EF Landlord’s Initials Tenant’s Initials

Audit Rights. Every statement given by Landlord pursuant to Section 4.3 shall be conclusive and binding upon Tenant unless within 120 days after the receipt of such statement Tenant shall notify Landlord that it disputes the correctness thereof. During the period of 120 days after receipt of Landlord’s Statement, Tenant’s advisor (which must be a real estate professional who is in the business of reviewing reconciliation statements on behalf of third party tenants) or certified public accountant which, in either case, is not compensated on a contingency basis may, within 90 days after receiving Landlord's statement for the purpose of verifying the Common Area Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's inspect the records of the Expenses material reflected in Landlord’s Statement, including such materials and statements for that calendar year. Within previous years, as applicable, at a reasonable time mutually-agreeable to Landlord and Tenant. Such material shall include but not be limited to the general ledger of the Common Area Expenses on a line item basis. The audit shall be concluded within thirty (30) days of the commencement of such audit and Tenant shall provide Landlord with the results of such audit within sixty (60) days of the conclusion of such audit. The parties recognize the confidential nature of Landlord’s books and records and hence agree that before Landlord shall afford Tenant’s advisor or its certified public accountant reasonable access to Landlord’s books and records, including the copying of said material in order to complete a thorough analysis of the expenses, Tenant and its advisor or certified public accountant shall enter into a confidentiality agreement in form and substance reasonably satisfactory to Landlord, whereby Tenant and its advisor or certified public accountant shall agree, as a condition precedent to their review of such books and records, not to disclose any of the information disclosed in connection with such review to any third party (subject to standard nondisclosure exceptions, including without limitation, disclosures ordered by a court or otherwise required to comply with applicable law). Failure of Tenant to challenge any item in Landlord’s Statement within one hundred twenty (120) days after Tenant’s receipt of Landlord’s Statement shall be construed as a waiver of Tenant’s right to challenge such item for such year and such determination shall be conclusive for both Landlord and Tenant. In the Review Noticeevent Tenant’s audit of Landlord’s Statement discloses discrepancies, Tenant shall disclose the results of such audit to Landlord. Landlord shall have a period of thirty (30) days to review Tenant’s audit reports and determine if Landlord disputes such reports. If Landlord disputes the results of Tenant’s audit reports, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice of such disputes within such thirty (an "Objection Notice"30) stating in reasonable detail any objection to Landlord's statement of Expenses for that yearday period. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in disagreements resulting from Tenant's Objection Notice’s audit. If Landlord and Tenant cannot resolve such disputes within thirty (30) days of the date Landlord gives notice to Tenant of Landlord’s dispute, either party may refer the decision of the issues raised, if any, to a reputable, nationally-recognized independent firm of certified public accountants (or other organization whose core competency is deemed to be within this specialty area) selected by Tenant and reasonably approved by Landlord. The selected firm shall be deemed to be acting as an expert and not as an arbitrator, and a determination signed by the selected expert shall be final and binding on both Landlord and Tenant. Landlord shall afford such accountants/specialists reasonable access to Landlord’s books and records to the extent such accountants/specialists deem necessary in order to reach their decision. In connection therewith, Tenant and such accountants/specialists shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties shall agree not to disclose any of the information disclosed in connection with such review to any third party (subject to standard nondisclosure exceptions, including without limitation, disclosures ordered by a court or otherwise required to comply with applicable law). Notwithstanding the foregoing, in the event such certified public accountant/specialists shall determine that Expenses Landlord’s Statement for the calendar subject year are less than reportedor any previous years, if applicable, has overcharged Tenant for Common Area Expenses (and such determination is not successfully challenged by Landlord), then Landlord shall provide refund or credit to Tenant with a credit against the next installment of Rent in the amount of the overpayment overcharge. If such audit shall determine that Landlord has overstated actual Common Area Expenses by Tenant. Likewisemore than five percent (5%), Landlord shall, in addition, reimburse Tenant for the reasonable out-of-pocket expenses incurred by Tenant in connection with such audit (including the out of pocket costs of retaining its advisor) and, if Landlord and Tenant applicable, expert review. If such audit and, if applicable, expert review, shall determine that (1) Landlord has not overstated actual Common Area Expenses, or (2) has overstated actual Common Area Expenses for the calendar year are greater by less than reportedfive percent (5%) then, Tenant shall pay Landlord the amount costs of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement such audit (including the out of Expenses unless Tenant has paid and continues to pay all Rent when duepocket costs of retaining its advisor) and, if applicable, the expert review.

Audit Rights. Tenant mayTenant, within 90 365 days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 90 day period or fails to provide Landlord with a Review Notice within the 90 365 day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant mayMobility agrees to make and maintain such books, within 90 days after receiving Landlord's statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that and accounts as are reasonably necessary to verify the accuracy of the Commissions payments made to Sales Rep. Mobility agrees that it will, at the sole expense of Sales Rep, permit Sales Rep's auditors to have reasonable access to Mobility's business records and books of account, upon at least five (5) business days' prior notice and no more than once during each fiscal year, during Mobility's normal business hours for Tenant the purpose of determining whether the appropriate Commissions have been made to conduct its reviewSales Rep for the prior 12-month period. If any records are maintained at such audit discloses that Mobility has underpaid Sales Rep, Mobility agrees to pay any shortfall within thirty (30) days; provided, however, if Mobility disagrees with any underpayment, Mobility will direct its auditors to engage in discussions with Sales Rep's auditors in order to reach a location other than the office mutually agreeable resolution of the Buildingissue. If any such audit discloses an underpayment of over five percent (5%) of amounts otherwise owed to Sales Rep, Tenant may either inspect the records at such other location or pay Mobility shall reimburse Sales Rep for the reasonable cost costs of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available If any audit discloses any overpayment to TenantSales Rep by Mobility, Tenant Sales Rep shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in refund the amount of such overpayment within thirty (30) days. Notwithstanding anything to the overpayment by Tenant. Likewisecontrary contained in this subsection (d), if Landlord and Tenant determine that Expenses for the during a calendar year are greater than reportedthe Total Operating Expenses (expressed as a percentage of the Permitted Sales Revenue of the Division) do not exceed the Maximum Overall Operating Expense Percentage for such calendar year, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In then in no event shall Tenant be permitted may Sales Rep audit or question any determination by Mobility to examine Landlord's records incur a particular cost or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when dueexpense or take a particular action (e.g., hire personnel, purchase equipment, develop a product, sue for intellectual property infringement, etc); although Sales Rep xxx audit whether the allocation was proper.

Audit Rights. Tenant may, within 90 days after receiving Landlord's ------------ statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Landlord agrees that Tenant may retain a third party agent to review Landlord's books and records which third party agent is not a CPA firm, so long as the third party agent retained by Tenant shall have expertise in and familiarity with general industry practice with respect to the operation of and accounting for a first class office building and whose compensation shall in no way be contingent upon or correspond to the financial impact on Tenant resulting from the review. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. In addition, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than five percent (5%), Landlord, within thirty (30) days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for any reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant may, within 90 days after receiving Landlord's ’s statement of Expenses, give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses and Taxes for that calendar year’s statement of Expenses. For purposes of clarity, Tenant shall have the one time right each year of the term to review each year as long as proper notice as been provided as outlined above. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, period. Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If Landlord and Tenant determine that Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses or Taxes for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant may, within 90 Not later than 120 days after of receiving Landlord's statement of Expenses’s Operating Cost Statement, Tenant may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses Operating Costs for that calendar yearthe Lease Year to which the statement applies. Within a reasonable time ten (10) business days after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. , If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the State. No audit may be conducted wholly or partially on a contingent fee basis. Tenant shall be is solely responsible for all costs, expenses and fees incurred for the audit, unless the Operating Costs were overstated by more than 5% in which case Landlord shall pay the reasonable out-of-pocket cost of the audit. Within 60 ninety (90) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's statement of Expenses ’s Operating Cost Statement for that yearLease Year. If Tenant fails to give Landlord an Objection Notice within the 60 90-day period or fails to provide Landlord with a Review Notice within the 90 120-day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses ’s Operating Cost Statement and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 daysLease Year. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses Operating Cost Statement unless Tenant has paid and continues to pay all Rent when dueshall not be in default under this Lease.

Audit Rights. Tenant mayTenant, within 90 365 days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review NoticeNotice (not to exceed 30 days), Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 90 day period or fails to provide Landlord with a Review Notice within the 90 365 day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. {QuinStreet, Inc. -6-00004264.} May 30, 2003 Matter ID Number: 7329 EXHIBIT C WORK LETTER This work letter (“Work Letter”) is attached to and made a part of the Lease by and between CA-PARKSIDE TOWERS LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and QUINSTREET, INC., a California corporation (“Tenant”) for space in the Building located at 0000 Xxxx Xxxxxxxxx Xxxxxxxxx, Xxxxxx Xxxx, Xxxxxxxxxx. As used in this Work Letter, the “Premises” shall be deemed to mean the Premises, as initially defined in the attached Lease.

Audit Rights. At the request of Tenant may, at any time within 90 days fourteen (14) months after receiving Landlord delivers Landlord's ’s statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the ’s Operating Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available Taxes to Tenant, Tenant (at Tenant’s expense) shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection examine Landlord’s books and records applicable to Landlord's ’s Operating Expenses and Taxes. Such right to examine the records shall be exercisable: (a) upon reasonable advance notice to Landlord and at reasonable times during Landlord’s business hours; (b) only during the fourteen (14) month period following Tenant’s receipt of Landlord’s statement of the actual amount of Landlord’s Operating Expenses and Taxes for that the applicable calendar year; and (c) not more than once each calendar year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant Landlord’s statement of Operating Expenses and Taxes shall be deemed conclusive except as to have approved Landlord's items specifically disputed in writing by notice from Landlord to Tenant given within fourteen (14) months after Landlord delivers the statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord all costs of the amount audit unless Tenant is found to have overpaid Additional Rent for Operating Expenses and Taxes by more than 4% for the year in question. In any event any audit of any underpayment within 30 days. The records obtained by Tenant Landlord’s Operating Expenses and Taxes shall be treated as confidentialconducted by an independent certified public accountant retained by Tenant, Tenant’s Chief Financial Officer or an auditing firm approved by Landlord for such purpose (each, an “examiner”). In no event shall Tenant propose, nor shall Landlord ever be permitted required to examine approve, any examiner of Tenant who is being paid on a contingent fee basis. As a condition precedent to performing any such examination of Landlord's ’s books and records, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement in form reasonably acceptable to Landlord agreeing to keep confidential any information that they discover about Landlord or the Building in connection with such examination. Without limiting the foregoing, such examiners shall also be required to agree that they will not represent any other tenant in the Building in connection with examinations of Landlord’s books and records for the Building unless said tenant(s) have retained said examiners prior to the date of the first examination of Landlord’s books and records conducted by Tenant pursuant to this Section 2.6.5 and have been continuously represented by such examiners since that time. Notwithstanding any prior approval of any examiners by Landlord, Landlord shall have the right to rescind such approval at any time if in Landlord’s reasonable judgment the examiners have breached any confidentiality undertaking to Landlord or any other landlord or cannot provide acceptable assurances and procedures to dispute maintain confidentiality. To the extent there are any statement underpayments by Tenant, Tenant shall pay the same to Landlord within thirty (30) days after completion of Expenses unless such accounting; and with respect to any overages assessed by Landlord, Landlord shall reimburse the same to Tenant has paid and continues to pay all Rent when duewithin thirty (30) days after the completion of such accounting, less any outstanding amounts due Landlord under this Lease at such time.

Audit Rights. Tenant mayLender shall have the right, not more often than once each year, to audit Huntington Additional Payment Borrowers’ records of Gross Receipts, but only for the purpose of ascertaining the amount of Gross Receipts during the preceding Loan Year. Such audit shall be made on behalf of Lender by a certified public accountant to be selected by Lender. If Lender wishes to audit Huntington Additional Payment Borrowers’ records for any Loan Year, Lender shall notify Huntington Additional Payment Borrowers and proceed with such audit within 90 days 12 months after receiving Landlord's the end of the Loan Year in question. Should Lender fail to exercise the right to audit the records of Huntington Additional Payment Borrowers within 12 months after the end of any Loan Year, then Lender shall have no further right to audit the records of Huntington Additional Payment Borrowers for such Loan Year, and Huntington Additional Payment Borrowers’ statement of ExpensesGross Receipts for such Loan Year shall conclusively be deemed to be correct. Any such audit by Lender shall be at Lender’s own expense, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its reviewexcept as hereinafter provided. If any records are maintained at such audit discloses that Huntington Additional Payment Borrowers have understated the Gross Receipts for such Loan Year by more than 3% and Lender is entitled to any additional Annual Additional Payment as a location other than result of such understatement, then Huntington Additional Payment Borrowers shall promptly pay to Lender the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the such audit. Within 60 days after the records are made available to TenantHuntington Additional Payment Borrowers shall, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described aboveevent, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord Lender the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when duedeficiency in Annual Additional Payment.

Audit Rights. Tenant mayTenant, within 90 365 days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 90 day period or fails to provide Landlord with a Review Notice within the 90 365 day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.. EXHIBIT C [INTENTIONALLY OMITTED]. EXHIBIT D

Audit Rights. Tenant may, within 90 Within 60 days after receiving Landlord's ’s statement of Expenses or Common Area Expenses as applicable (or, with respect to the Base Year Expenses or Base Year Common Area Expenses, within 60 days after receiving Landlord’s initial statement of Expenses or Common Area Expenses for the applicable Base Year, as the case may be) (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses and/or Common Area Expenses for the calendar year (or Base Year, as applicable) to which the statement applies, and within 60 days after sending the Review Notice to Landlord (such period is referred to as the “Request for Information Period”), Tenant shall send Landlord a written request identifying, with a reasonable degree of specificity, the information that calendar yearTenant desires to review (the “Request for Information”). Within a reasonable time after Landlord’s receipt of the Review Noticea timely Request for Information and executed Audit Confidentiality Agreement (referenced below), Landlord Landlord, as determined by Landlord, shall forward to Tenant, or make all pertinent records available for inspection on site at such location deemed reasonably appropriate by Landlord, such records (or copies thereof) for the applicable calendar year (or Base Year, as applicable) that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office review of the Building, Tenant may either inspect information appropriately identified in the records at such other location or pay Request for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the auditInformation. Within 60 days after the any particular records are made available to TenantTenant (such period is referred to as the “Objection Period”), Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the and/or Common Area Expenses for that yearyear which relates to the records that have been made available to Tenant. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If Landlord and Tenant determine that Expenses and/or Common Area Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses and/or Common Area Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. If Tenant fails to give Landlord an Objection Notice with respect to any records that have been made available to Tenant prior to expiration of the Objection Period applicable to the records which have been provided to Tenant, Tenant shall be deemed to have approved Landlord’s statement of Expenses and/or Common Area Expenses with respect to the matters reflected in such records and shall be barred from raising any claims regarding the Expenses and/or Common Area Expenses relating to such records for that year. If Tenant fails to provide Landlord with a Review Notice prior to expiration of the Review Notice Period or fails to provide Landlord with a Request for Information prior to expiration of the Request for Information Period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and/or Common Area Expenses and shall be barred from raising any claims regarding the Expenses and/or Common Area Expenses for that year. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, and the fees charged cannot be based in whole or in part on a contingency basis. The records and related information obtained by Tenant shall be treated as confidential, and applicable only to the Office Building, by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s Auditors”), and, prior to making any records available to Tenant or Tenant’s Auditors, Landlord may require Tenant and Tenant’s Auditors to each execute a reasonable confidentiality agreement (“Audit Confidentiality Agreement”) in accordance with the foregoing. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses or Common Area Expenses unless Tenant has paid and continues to pay all ail Rent when due., subject to any applicable notice, grace and cure periods. EXHIBIT C

Audit Rights. At the request of Tenant may, at any time within 90 ninety (90) days after receiving Landlord delivers Landlord's ’s statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the ’s Operating Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available Taxes to Tenant, Tenant (at Tenant’s expense) shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection examine Landlord’s books and records applicable to Landlord's ’s Operating Expenses and Taxes. Such right to examine the records shall be exercisable: (a) upon reasonable advance notice to Landlord and at reasonable times during Landlord’s business hours; (b) only during the 90-day period following Tenant’s receipt of Landlord’s statement of the actual amount of Landlord’s Operating Expenses and Taxes for that the applicable calendar year; and (c) not more than once each calendar year. If Tenant fails Notwithstanding anything herein to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described abovecontrary, Tenant shall be deemed have no right to examine Landlord’s books and records and audit Landlord’s Operating Expenses and Taxes if Tenant shall have approved withheld or otherwise failed to pay any Additional Rent when due. Landlord's ’s statement of Operating Expenses and Taxes shall be barred binding upon Tenant except as to items specifically disputed in writing by notice from raising any claims regarding Tenant to Landlord given within 105 days after Landlord delivers the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith statement to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord all costs of the amount audit unless Tenant is found to have overpaid Additional Rent for Operating Expenses and Taxes by more than 5% for the year in question. In any event any audit of any underpayment within 30 days. The records obtained Landlord’s Operating Expenses and Taxes shall be conducted by an independent certified public accountant retained by Tenant shall be treated as confidentialor an auditing firm approved by Landlord for such purpose (each, an “examiner”). In no event shall Tenant propose, nor shall Landlord ever be permitted required to examine approve, any examiner of Tenant who is being paid on a contingent fee basis or is representing other tenants in the Building. As a condition precedent to performing any such examination of Landlord's ’s books and records, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement in form acceptable to Landlord agreeing to keep confidential any information that they discover about Landlord or the Building in connection with such examination. Without limiting the foregoing, such examiners shall also be required to agree that they will not represent any other tenant in the Building in connection with examinations of Landlord’s books and records for the Building unless said tenant(s) have retained said examiners prior to the date of the first examination of Landlord’s books and records conducted by Tenant pursuant to this Section 2.6.5 and have been continuously represented by such examiners since that time. Notwithstanding any prior approval of any examiners by Landlord, Landlord shall have the right to rescind such approval at any time if in Landlord’s reasonable judgment the examiners have breached any confidentiality undertaking to Landlord or any other landlord or cannot provide acceptable assurances and procedures to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when duemaintain confidentiality.

Audit Rights. Tenant may, within 90 days after receiving Landlord's statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after Landlord furnishes its statement of actual Operating Expenses for any calendar year (including the Base Year) (the “Audit Election Period”), Tenant may, at its expense, elect to audit Landlord’s Operating Expenses for such calendar year only, subject to the following conditions: (1) there is no uncured event of default under this Lease; (2) the audit shall be prepared by an independent certified public accounting firm of recognized national standing; (3) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (4) the audit shall commence within 30 days after Landlord makes Landlord’s books and records are made available to Tenant’s auditor and shall conclude within 60 days after commencement; (5) the audit shall be conducted during Landlord’s normal business hours at the location where Landlord maintains its books and records and shall not unreasonably interfere with the conduct of Landlord’s business; (6) Tenant and its accounting firm shall treat any audit in a confidential manner and shall each execute Landlord’s confidentiality agreement for Landlord’s benefit prior to commencing the audit; and (7) the accounting firm’s audit report shall, at no charge to Landlord, be submitted in draft form for Landlord’s review and comment before the final approved audit report is delivered to Landlord, and any reasonable comments by Landlord shall be incorporated into the final audit report. This paragraph shall not be construed to limit, suspend, or xxxxx Tenant’s obligation to pay Rent when due, including estimated Excess Operating Expenses. Landlord shall credit any overpayment determined by the final approved audit report against the next Rent due and owing by Tenant or, if no further Rent is due, refund such overpayment directly to Tenant within 30 days of determination. Likewise, Tenant shall have pay Landlord any underpayment determined by the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement final approved audit report within 30 days of Expenses for that yeardetermination. The foregoing obligations shall survive the expiration or termination of this Lease. If Tenant fails does not give written notice of its election to give Landlord an Objection Notice within audit Landlord’s Operating Expenses during the 60 day period or fails to provide Landlord with a Review Notice within Audit Election Period, Landlord’s Operating Expenses for the 90 day period described above, Tenant applicable calendar year shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Noticeall purposes, Landlord and Tenant shall work together have no further right to review or contest the same. The right to audit granted hereunder is personal to the initial Tenant named in good faith this Lease and to resolve any issues raised in Tenant's Objection Noticeassignee under a Permitted Transfer (defined below) and shall not be available to any subtenant under a sublease of the Premises. If Landlord and Tenant determine the audit proves that Landlord’s calculation of Operating Expenses for the calendar year are less under inspection was overstated by more than reportedfive percent (5%), then, after verification, Landlord shall provide Tenant with a credit against pay Tenant’s actual reasonable out-of-pocket audit and inspection fees (but specifically excluding any travel and lodging expenses) applicable to the next installment review of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the said calendar year are greater than reported, Tenant shall pay Landlord the amount statement within thirty (30) days after receipt of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when dueTenant’s invoice therefor.

Audit Rights. Tenant mayLandlord shall have the right up to twice per annum (provided, within 90 days after receiving Landlordhowever, such limitation shall apply if Landlord finds a material discrepancy in Tenant's statement books of Expensesaccount and records during its previous inspection and/or audit), give Landlord upon at least fifteen (15) days' reasonable advance written notice ("Review Notice") that Tenant intends notice, to review Landlord's inspect and audit all of the books of account and records of Tenant (including the Expenses for that calendar yearbooks of account and records of any subtenant, licensee or concessionaire) required to be kept pursuant to Section 5.4. Within a reasonable time after receipt of the Review Notice, Landlord Tenant shall make all pertinent the books of account and records available for inspection that are reasonably necessary for and audit by Landlord's representatives at the Premises or at a business office of Tenant in Los Angeles County during regular business hours. In addition, upon request of Landlord, Tenant shall furnish to conduct its reviewLandlord a copy of Tenant's state and local sales and use tax returns, and all taxing authority audit reports, delinquency notices, and the like pertaining thereto, and, at Landlord's request, shall obtain copies of the foregoing from the taxing authorities. Any information gained from such statement or inspection shall be confidential and shall not be disclosed other than to carry out the purpose hereof, provided, however, Landlord shall be permitted to divulge the contents of any such statement in connection with any contemplated sales, transfers, assignments, encumbrances or financing arrangements of Landlord's interest in the Premises or in connection with any administrative or judicial proceedings in which Landlord is involved where Landlord may be required to divulge such information. If it shall be determined as a result of such audit that there has been a deficiency in the payment of Percentage Rental, then such deficiency shall become immediately due and payable with interest at the Lease Rate from the date when said payment should have been made. In addition, if Tenant understates Gross Sales by more than [***], and if Landlord is entitled to any additional Percentage Rental as a result of said understatement, or if such audit shows that Tenant has failed to maintain the books of account and records are maintained at a location other than required by Section 5.4 so that Landlord is unable to verify the office accuracy of the BuildingTenant's statement, then Tenant shall pay to Landlord all reasonable costs and expenses (including reasonable auditors' and attorneys' fees and costs) which may either inspect the records at be incurred by Landlord in conducting such other location or pay for the reasonable cost audit and collecting such underpayment if any and implement such corrective measures as may be required by Landlord to maintain accurate books of copying account and shipping the records. If Tenant retains an agent to review Landlord's recordsintentionally understated Gross Sales, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all coststhen, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection addition to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Noticeaforesaid rights, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when duemay terminate this Lease.

Audit Rights. Tenant mayTenant, within 90 one hundred twenty (120) days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time thirty (30) days after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm or another qualified professional licensed CPA firmto do business in the Commonwealth of Massachusetts; provided, however, that no examiner or agent of Tenant shall be retained on a contingent fee basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 ninety (90) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day ninety- (90)-day period or fails to provide Landlord with a Review Notice within the 90 day one hundred twenty (120) -day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than four percent (4%), Landlord, within thirty (30) days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. EXHIBIT C WORK LETTER This Exhibit is attached to and made a part of the Lease by and between NORMANDY XXXXXXXXX ROAD, LLC, a Delaware limited liability company, (“Landlord”) and OXFORD IMMUNOTEC, INC., a Delaware corporation, (“Tenant”) for space in the Building located at 000 Xxxxxxxxx Xxxx, Marlborough, Massachusetts 01752.

Audit Rights. Tenant may, within 90 days after receiving Landlord's statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct or its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant representative shall have the right to give examine Landlord’s books and records with respect to the reconciliation of the Additional Rent (including Real Estate Taxes) for the prior calendar year set forth in Landlord’s expense statement during normal business hours at any time, upon not less than ten (10) business days prior notice, within one (1) year following the delivery by Landlord written notice (to Tenant of an "Objection Notice") stating in reasonable detail any objection to Landlord's itemized statement of Expenses for that yearOperating Expenses. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described abovetimely exercises such examination right, Tenant then such reconciliation shall be deemed to have approved Landlord's statement of Expenses considered final and shall be barred from raising any claims regarding the Expenses for that year. If accepted by Tenant provides unless Tenant notifies Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment objections to said reconciliation within 30 daysthirty (30) days after its examination of Landlord’s book and records. The records obtained Any objection sent by Tenant shall specify, in reasonable detail, the respects in which said reconciliation is claimed to be treated as confidentialincorrect. If Tenant’s examination shows that the amount Landlord charged Tenant for Additional Rent or real estate taxes was greater than the amount Tenant was obligated to pay, then, unless Landlord reasonably contests the results of Tenant’s examination, Landlord will refund the excess amount to Tenant within ten (10) days after Landlord receives a copy of the examination report. In no event addition, if the examination report shows that the amount Landlord charged for Additional Rent or real estate taxes (as the case may be) exceeds the actual amount of Additional Rent or real estate taxes for which Tenant was obligated to pay by more than five percent (5%), then Landlord shall also pay all fees and expenses incurred in connection with such examination, including without limitation the reasonable fees and expenses of the person or entity Tenant be permitted used to examine Landlord's records or conduct the examination. If the examination shows that the amount Landlord charged Tenant for the Additional Rent was less than the amount Tenant was obligated to dispute any statement of Expenses unless pay, Tenant, within ten (10) days after receiving the examination report, shall pay to Landlord the difference between the amount Tenant has paid and continues to pay all Rent when duethe amount stated in the examination report.

Audit Rights. Tenant mayTenant, within 90 120 days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm (or other nationally recognized lease auditing firm) licensed CPA firmto do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, but in no event shall the firm performing such audit be compensated on a percentage basis. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 90 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.. If Tenant shall timely dispute Expenses and/or Taxes, and if such dispute is not resolved between Landlord and Tenant within thirty (30) days after notice of such dispute from Tenant, then Tenant may refer such disputed item or items to the Boston office of the American Arbitration Association, and the determination of such arbitration, using Real Estate Industry Arbitration Rules shall be final, conclusive and binding upon Landlord and Tenant. Tenant agrees to pay all costs involved in such arbitration, unless it is determined that Landlord’s original calculation of the amount of Adjustment Rent was overstated by more than five percent (5%), in which event Landlord shall pay all costs of such arbitration and shall refund to Tenant the amount of such overstatement. EXHIBIT C

Audit Rights. Tenant may, within 90 days after receiving Landlord's statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to examine, copy and audit Landlord’s books and records establishing Operating Expenses for any Operating Year for a period of one (1) year following the date that Tenant receives the statement of Operating Expenses for such Operating Year from Landlord. Tenant shall give Landlord written not less than thirty (30) days’ prior notice (an "Objection Notice") stating in reasonable detail any objection of its intention to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice examine and audit such books and records, and such examination and audit shall take place at such place within the 60 day period or fails continental United States as Landlord routinely maintains such books and records, unless Landlord elects to provide have such examination and audit take place in another location designated by Landlord with a Review Notice within in the 90 day period described above, Tenant city and state in which the Property is located. Any such audit shall be deemed to have approved Landlord's statement conducted by a certified public accountant, and all costs of Expenses the examination and audit shall be barred from raising any claims regarding borne by Tenant; provided, however, that if such examination and audit establishes that the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that actual Operating Expenses for the calendar year Operating Year in question are less than reportedthe amount set forth as the annual Operating Expenses on the annual statement delivered to Tenant by at least five percent (5%), then Landlord shall pay the reasonable costs of such examination and audit. If, pursuant to the audit, the payments made for such Operating Year by Tenant exceed Tenant’s required payment on account thereof for such Operating Year, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of overpayment against subsequent obligations of Tenant with respect to Operating Expenses (or promptly refund such overpayment if the overpayment by Tenant. LikewiseTerm of this Lease has ended and Tenant has no further obligation to Landlord); but, if Landlord the payments made by Tenant for such Operating Year are less than Tenant’s required payment as established by the examination and Tenant determine that Expenses for the calendar year are greater than reportedaudit, Tenant shall pay the deficiency to Landlord within thirty (30) days after conclusion of the amount examination and audit, and the obligation to make such payment for any period within the Term shall survive expiration of any underpayment within 30 daysthe Term. The records obtained by Tenant shall be treated as confidential. In no event required to deliver to Landlord a copy of its contract with its auditor and a copy of all reports produced by its auditor, and Tenant shall Tenant not be permitted to engage an auditor which is paid on a contingency or percentage basis. If Tenant does not elect to exercise its right to examine and audit Landlord's ’s books and records or for any Operating Year within the time period provided for by this paragraph, Tenant shall have no further right to dispute any challenge Landlord’s statement of Expenses unless Tenant has paid and continues to pay all Rent when dueOperating Expenses.

Audit Rights. Provided Tenant maynotifies Landlord in accordance with the terms of paragraph (e) above that Tenant disputes a statement received from Landlord, Tenant or its CPA (as defined below) shall have the right, at Tenant’s sole cost and expense, provided Tenant utilizes a Certified Public Accountant (the “CPA”) compensated solely on an hourly basis, upon at least thirty (30) days prior notice to Landlord at any time during regular business hours to audit, review and photocopy Landlord’s records pertaining to Operating Expenses for the immediately previous calendar year only. Tenant shall complete the audit and present any disputed charges to Landlord, in writing, within 90 days after receiving six months of receipt of Landlord's ’s statement pursuant to Paragraph (c) of Expensesthis Paragraph 4. If, give Landlord written notice ("Review Notice") that Tenant intends to review following Landlord's records of the Expenses for that calendar year. Within a reasonable time after ’s receipt of the Review Noticeaudit and any disputed charges (the “Report Date”), Landlord shall make all pertinent records available for inspection that disputes the findings contained therein, and Landlord and Tenant are reasonably necessary for Tenant not able to conduct its review. If any records are maintained at a location other than resolve their differences within thirty (30) days following the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's recordsReport Date, the agent must be with a licensed CPA firm. Tenant dispute shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, resolved by binding arbitration as follows: Landlord and Tenant shall work together each designate an independent certified public accountant, which shall in good faith to resolve any issues raised in turn jointly select a third independent Certified Public Accountant (the “Third CPA”). The Third CPA, within thirty (30) days of selection, shall, at Tenant's Objection Notice’s sole expense, audit the relevant records and certify the proper amount within. That certification shall be final and conclusive. If Landlord and Tenant determine the Third CPA determines that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of Operating Expenses billed to Tenant was incorrect, the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant appropriate party shall pay Landlord to the amount other party the deficiency or overpayment, as applicable, within thirty (30) days following delivery of any underpayment within 30 daysthe Third Party CPA’s decision, without interest. The records Tenant agrees to keep all information thereby obtained by Tenant shall be treated as confidential and to obtain the agreement of its CPA and Third CPA to keep all such information confidential. In no event Tenant shall Tenant be permitted provide a copy of such CPA agreements to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when dueLandlord promptly upon request.

Audit Rights. Tenant may, within 90 days after receiving Landlord's ’s statement of Expenses, give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within thirty (30) days after its receipt of paid invoices therefor from Tenant, and in addition to reimbursing Tenant for any overpayment, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant (not to exceed $5,000.00). Within 60 days after the records are arc made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. EXHIBIT F PARKING AGREEMENT This Exhibit (the “Parking Agreement”) is attached to and made a part of the Lease by and between LOCON SAN MATEO, LLC, a Delaware limited liability company (“Landlord”) and WOODMAN LABS, INC., a California corporation (“Tenant”) for space in the Buildings located at 3000E and 0000X Xxxxxxxxx Xxx, Xxx Xxxxx, Xxxxxxxxxx.

Audit Rights. If Tenant desires to audit Landlord’s determination of the actual amount of Tenant’s Share of Expenses for any calendar year, Tenant must deliver to Landlord written notice of Tenant’s election to audit within 12 months after Landlord’s delivery of Landlord’s Statement under Section 3.5.1. If such notice is timely delivered, Tenant (but not any subtenant) may, at Tenant’s sole cost and expense, cause a reputable certified public accountant or other appropriate, reputable professional to audit Landlord’s records relating to such amounts. Such audit will take place during regular business hours at a time and place reasonably acceptable to Landlord (which may be the location where Landlord or Property Manager maintains the applicable records). Tenant’s election to audit Landlord’s determination of Tenant’s Share of Expenses is deemed withdrawn unless Tenant completes and delivers the audit report to Landlord within 90 days after receiving the date Tenant delivers its notice of election to audit to Landlord under this Section, except to the extent that any such failure to complete the audit report within such time period results from Landlord's statement ’s failure to make its records relating to Tenant’s Share of ExpensesExpenses available to Tenant and its designated accountant or consultant within a time frame that reasonably enables Tenant to cause the completion of such audit report within such 90-day period. If the audit report shows that the amount Landlord charged Tenant for Tenant’s Share of Expenses was greater than the amount this Article 3 obligates Tenant to pay, give unless Landlord reasonably contests the audit by delivering written notice ("Review Notice") that of such dispute to Tenant intends to review within 60 days after Landlord's records of the Expenses for that calendar year. Within a reasonable time after ’s receipt of the Review Noticeaudit report from Tenant, Landlord shall make all pertinent records available will refund the excess amount to Tenant, together with interest on the excess amount (computed at the Maximum Rate from the date Tenant delivers its dispute notice to Landlord), within 30 days after Landlord receives a copy of the audit report. If the audit report shows that the amount Landlord charged Tenant for inspection that are reasonably necessary for Tenant’s Share of Expenses was less than the amount this Article 3 obligates Tenant to conduct its review. If any records are maintained at a location other than the office of the Buildingpay, Tenant may either inspect the records at such other location or will pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, as Additional Rent, the agent must be difference between the amount Tenant paid and the amount determined in the audit. Pending resolution of any audit under this Section, Tenant will continue to pay to Landlord all estimated amounts of Tenant’s Share of Expenses in accordance with a licensed CPA firmSection 3.1. In addition, if Tenant’s audit discloses that Landlord overcharged Tenant shall be solely responsible for all costsTenant’s Share of Expenses by more than 5%, expenses and fees incurred then Landlord will pay Tenant’s reasonable, third party out-of-pocket costs for the audit, not to exceed 10% of the overcharged amount. Within 60 days after the records are made available to TenantIf requested by Landlord, Tenant shall have the right will execute a reasonable and customary confidentiality agreement prior to give Landlord written notice (an "Objection Notice") stating in reasonable detail conducting any objection to Landlord's statement audit of Expenses for that yearTenant’s Share of Expenses. If Landlord timely disputes any audit report of Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described aboveas aforesaid, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, then Landlord and Tenant shall will work together in good faith diligently to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when duesame.

Audit Rights. Tenant mayTenant, within 90 365 days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 90 day period or fails to provide Landlord with a Review Notice within the 90 365 day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.. EXHIBIT C

Audit Rights. Tenant may, within 90 Within ninety (90) days after receiving Landlord's statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to TenantExpense Statement or Landlord's Tax Statement, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to audit, at Landlord's statement office located in the San Francisco Bay Area, at Tenant's expense, Landlord's accounts and records relating to Expenses and Real Estate Taxes. Such audit shall be conducted by a certified public accountant approved by Landlord, which approval shall not be unreasonably withheld. If such audit reveals that Landlord has overcharged Tenant, Tenant shall notify Landlord within one hundred twenty (120) days after the date the applicable Landlord's Expense Statement or Landlord's Tax Statement was received by Tenant. Landlord may dispute such audit by arbitration pursuant to Paragraph 41 [Arbitration of Disputes]. If Landlord does not dispute such amount, or if Tenant prevails in any such arbitration, the amount overcharged shall be paid to Tenant within thirty (30) days thereafter, together with interest thereon at the Interest Rate, from the date Landlord's Expense Statement or Landlord's Tax Statement, as applicable, was delivered to Tenant until payment of the overcharge is made to Tenant. In addition, if Landlord's Expense Statement or Landlord's Tax Statement, as applicable, exceeds the actual Expenses for that yearand Real Estate Taxes which should have been charged to Tenant by more than five percent (5%), the cost of the audit, up to a maximum cost of Ten Thousand Dollars ($10,000), shall be paid by Landlord. If Tenant fails to give Landlord an Objection Notice object to any Landlord's Expense Statement or Landlord's Tax Statement within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described aboveone hundred twenty (120) days after receipt thereof, Tenant such statement shall be deemed to have approved Landlord's statement of Expenses final and shall not be barred from raising subject to any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Noticeaudit, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records challenge or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when dueadjustment.

Audit Rights. Tenant may, within 90 Within ninety (90) days after receiving Landlord's ’s statement of Expenses (or, with respect to the Base Year Expenses, within ninety (90) days after receiving Landlord’s initial statement of Expenses for the Base Year) (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that the calendar year. Within a reasonable time after receipt of year (or Base Year, as applicable) to which the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the recordsstatement. If Tenant retains an agent to review Landlord's ’s records, the agent must be a CPA licensed to do business in California or other professional specializing in review of Expenses for commercial buildings, and shall not have a contingent fee arrangement with a licensed CPA firmTenant. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after , and the records are made available fees charged cannot be based in whole or in part on a contingency basis; provided however, if the results of such review, as agreed to Tenantby Landlord, show that Landlord has overcharged Tenant shall have for Expenses by more than five percent (5%) for any individual year, then the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses out-of-pocket third party costs actually incurred by Tenant for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant such review shall be deemed to have approved paid by Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records and related information obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement If the results of Expenses unless such review as approved by Landlord show that Tenant has paid overpaid Expenses for such calendar year, Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due, provided if the Term expires before the determination of the overpayment, Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the results of such review as approved by Landlord show that Tenant has underpaid Expenses and/or Taxes for such calendar year, Tenant shall pay Landlord, within thirty (30) days after such review, any underpayment for the applicable calendar year. EXHIBIT C COMMENCEMENT LETTER Date November 1, 2017 Tenant Cloudflare, Inc., a Delaware corporation Address 000 Xxxxxxxx Xxxxxx San Francisco, California 94107 Re: Commencement Letter with respect to that certain Office Lease Agreement (the “Lease”), dated as of November 1, 2017, by and continues to pay all Rent when duebetween lchi Juu Ichi, LLC, a California limited liability company (“Landlord”), and Cloudflare, Inc., a Delaware corporation (“Tenant”), for space in the Building located at 000 Xxxxxxxx Xxxxxx, San Francisco, California. Capitalized terms used but not defined herein shall have the meanings given In the Lease.

Audit Rights. Provided that Tenant maytimely delivers an Expense Claim to Landlord, Tenant’s CPA (as defined below) shall have the right, at Tenant’s sole cost and expense, upon at least thirty (30) days’ prior notice to Landlord, at any time during regular business hours, to review and photocopy Landlord’s records pertaining to Expenses for the immediately preceding Computation Year only (and the Base Year, but as to the Base Year, only one (1) time during the Term), and only to the extent reasonably necessary to evaluate the Expense Claim. The inspection of Landlord’s records must be completed within 90 ten (10) business days after receiving Landlord's statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant’s CPA, Tenant shall have and the right written determination of Tenant’s CPA must be delivered to give Landlord written notice within six (an "Objection Notice"6) stating in reasonable detail any objection to Landlord's statement months after Tenant’s receipt of Expenses for that yearthe applicable Annual Statement. If Tenant fails to give Landlord an Objection Notice deliver the written determination of Tenant’s CPA within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described abovesaid six (6) month period, Tenant shall be deemed forfeit any right to have approved Landlord's statement claim a refund, rebate, or return of Expenses set forth in the applicable Annual Statement. Any certified public accountant engaged by Tenant (“Tenant’s CPA”) to inspect Landlord’s records shall not be compensated on a contingency basis, in whole or in part, and shall be barred from raising any claims regarding subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld or delayed. If, following the Expenses for that year. If date Landlord receives the written report of Tenant’s CPA (the “Report Date”), Landlord disputes the findings therein, and Landlord and Tenant provides Landlord with a timely Objection Noticeare not able to resolve their differences within thirty (30) days following the Report Date, the dispute shall be resolved by binding arbitration as follows: Landlord and Tenant shall work together each designate an independent certified public accountant, who shall in good faith turn jointly select an independent certified public accountant (the “Independent CPA”). Within sixty (60) days after selection, the Independent CPA shall review the relevant records relating to resolve any issues raised in Tenant's Objection Notice’s Expense Claim and determine the proper amount payable by Tenant, which determination shall be final and binding upon the parties. If the Independent CPA determines that the amount of Expenses billed to Tenant was incorrect, the appropriate party shall pay to the other party the deficiency or overpayment, as applicable, within thirty (30) days following delivery of the Independent CPA’s decision, without interest. The fees and costs of the Independent CPA shall be paid by Tenant unless the Independent CPA determines that Landlord and Tenant determine that has overstated Expenses for the calendar year are less applicable Computation Year, in the aggregate, by more than reportedfive percent (5%), in which case Landlord shall provide pay the fees and costs of the Independent CPA and the actual and reasonable costs of Tenant’s CPA. Tenant shall keep all information obtained by Tenant in connection with a credit against its review of Landlord’s records confidential and obtain the next installment agreement of Rent in Tenant’s CPA and the Independent CPA to keep all such information confidential. Landlord may condition inspection of Landlord’s records by Tenant’s CPA or the Independent CPA upon receipt of an executed confidentiality agreement acceptable to Landlord. Tenant agrees that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained payable by Tenant shall be treated as confidential. In no event shall set forth in this Paragraph 4(h), and Tenant be permitted hereby waives any and all other rights pursuant to examine Landlord's Laws to inspect such books and records or and/or to dispute any statement contest the amount of Expenses unless Tenant has paid and continues to pay all Rent when duepayable by Tenant.

Audit Rights. Tenant may, within 90 days after receiving Landlord's ’s statement of Expenses, give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for the calendar year that calendar yearis the subject of such statement. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its reviewreview and such records shall remain available for sixty (60) days following Tenant’s receipt of Landlord’s written notice stating that such records are available (the “Review Period”). If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the auditaudit unless such audit reveals that Landlord overstated all Expenses and Taxes for such calendar year by more than five percent (5%), in which case Landlord shall reimburse Tenant for its reasonable out-of-pocket audit expenses. Within 60 days after the records are made available to Tenantexpiration of the Review Period, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses and Taxes for that year. If Tenant fails to give Landlord an Objection Notice within the 60 60-day period or fails to provide Landlord with a Review Notice within the 90 90-day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and Taxes and shall be barred from raising any claims regarding the Expenses and Taxes for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If Landlord and Tenant determine that Expenses and/or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses and/or Taxes for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless or Taxes if Tenant has paid is not then current in the payment of all Rent then due and continues to owing under this Lease. Notwithstanding the issuance of a Review Notice or Objection Notice, Tenant shall pay all Rent when dueamounts set forth in the statement of Expenses pending resolution of the matters raised in the Objection Notice.

Audit Rights. Tenant may4.01 Tenant, within 90 ninety (90) days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that the calendar yearyear to which the statement applies and specifying, to the extent reasonably practicable, the respects in which Landlord’s statement is disputed. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located and which is not being compensated by Tenant, in whole or in part, on a contingency basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 ninety (90) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 ninety (90) day period or fails to provide Landlord with a Review Notice within the 90 ninety (90) day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 thirty (30) days. The Notwithstanding anything to the contrary contained herein, Tenant’s audit rights contained herein are subject to Tenant and its applicable agents first executing and delivering to Landlord Landlord’s standard confidentiality agreement, which provides that any records obtained and information gathered and/or reviewed by Tenant and/or its agents shall be treated as strictly confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. EXHIBIT C This Exhibit is attached to and made a part of the Lease by and between ONE STAMFORD PLAZA OWNER LLC, a Delaware limited liability company (“Landlord”) and LOXO ONCOLOGY, INC., a Delaware corporation (“Tenant”) for space in the Building located at 000 Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx.

Audit Rights. Tenant may, within 90 days after receiving Landlord's ’s statement of Expenses, give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. In addition, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for any reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant mayTenant, within 90 365 days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 90 day period or fails to provide Landlord with a Review Notice within the 90 365 day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. EXHIBIT C WORK LETTER This Exhibit is attached to and made a part of the Lease by and between CA-EMERYVILLE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and EXPONENTIAL INTERACTIVE, INC. a California corporation (“Tenant”) for space in the Building located at 0000 Xxxxxx Xxxxxx, Emeryville, California, commonly known as Emeryville Tower II. As used in this Work Letter, the “Premises” shall be deemed to mean the Premises, as initially defined in the attached Lease.

Audit Rights. Tenant mayTenant, within 90 365 days after receiving Landlord's statement of Expenses, may give Landlord written notice ("Review NoticeREVIEW NOTICE") that Tenant intends to review Landlord's records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection NoticeOBJECTION NOTICE") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 90 day period or fails to provide Landlord with a Review Notice within the 90 365 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. EXHIBIT C WORK LETTER ----------- This Exhibit is attached to and made a part of the Lease by and between CT-STAMFORD ATLANTIC FORUM, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY ("Landlord") and CLEAN DIESEL TECHNOLOGIES, INC., A DELAWARE CORPORATION ("Tenant") for space in the Building located at 300 Atlantic Street, Stamford, Connecticut 06901.

Audit Rights. At the request of Tenant may, at any time within 90 days three (3) years after receiving Landlord delivers Landlord's ’s accounting statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the ’s Operating Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available Taxes to Tenant, Tenant (at Tenant’s expense) shall have the right to give Landlord written notice have an independent certified public accountant (an "Objection Notice"“examiner”) stating in reasonable detail any objection examine Landlord’s books and records applicable to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of ’s Operating Expenses and shall be barred from raising any claims regarding Taxes and that may include an examination of the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord books and Tenant shall work together in good faith records applicable to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Base Operating Expenses for the calendar year are less than reported, 2004. Such right to examine the records shall be exercisable: (a) upon reasonable advance notice to Landlord shall provide Tenant with a credit against and at reasonable times during Landlord’s business hours; (b) only during the next installment three (3) year period following Tenant’s receipt of Rent in Landlord’s statement of the actual amount of Landlord’s Operating Expenses and Taxes for the overpayment applicable calendar year; (c) not more than once each calendar year; and (d) as concerns the Base Operating Expenses, not more than once during the Term, and only until December 31,2007. Landlord’s statement of Operating Expenses and Taxes shall be deemed conclusive except as to items specifically disputed in writing by notice from Landlord to Tenant given with three (3) years after Landlord delivers the statement to Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord all costs of the amount of any underpayment within 30 days. The records obtained audit unless Tenant is found to have overpaid Additional Rent for Operating Expenses and Taxes by Tenant shall be treated as confidentialmore than 3% for the year in question. In no event shall Tenant propose, nor shall Landlord ever be permitted required to examine approve, any examiner of Tenant who is being paid on a contingent fee basis. As a condition precedent to performing any such examination of Landlord's ’s books and records, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement in form acceptable to Landlord agreeing to keep confidential any information that they discover about Landlord or the Building in connection with such examination. Without limiting the foregoing, such examiners shall also be required to agree that they will not represent any other tenant in the Building in connection with examinations of Landlord’s books and records for the Building unless said tenant(s) have retained said examiners prior to the date of the first examination of Landlord’s books and records conducted by Tenant pursuant to this Section 2.6.6 and have been continuously represented by such examiners since that time. Notwithstanding any prior approval of any examiners by Landlord, Landlord shall have the right to rescind such approval at any time if in Landlord’s reasonable judgment the examiners have breached any confidentiality undertaking to Landlord or any other landlord or cannot provide acceptable assurances and procedures to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when duemaintain confidentiality.

Audit Rights. Tenant may, within 90 Within 60 days after receiving Landlord's ’s statement of Expenses (or, with respect to the Base Year Expenses, within 60 days after receiving Landlord’s initial statement of Expenses for the Base Year) (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for the calendar year (or Base Year, as applicable) to which the statement applies, and within 90 days after sending the Review Notice to Landlord (such period is referred to as the “Request for Information Period”), Tenant shall send Landlord a written request identifying, with a reasonable degree of specificity, the information that calendar yearTenant desires to review (the “Request for Information”). Within a reasonable time after Landlord’s receipt of the Review Noticea timely Request for Information and executed Audit Confidentiality Agreement (referenced below), Landlord Landlord, as determined by Landlord, shall forward to Tenant, or make all pertinent records available for inspection on site at such location deemed reasonably appropriate by Landlord, such records (or copies thereof) for the applicable calendar year (or Base Year, as applicable) that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office review of the Building, Tenant may either inspect information appropriately identified in the records at such other location or pay Request for Information and to substantiate the reasonable cost validity of copying and shipping the records. If Tenant retains an agent to review Expenses set forth in the Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit’s statement. Within 60 90 days after the any particular records are made available to TenantTenant (such period is referred to as the “Objection Period”), Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails year which relates to give Landlord an Objection Notice within the 60 day period or fails records that have been made available to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that yearTenant. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. If Tenant fails to give Landlord an Objection Notice with respect to any records that have been made available to Tenant prior to expiration of the Objection Period applicable to the records which have been provided to Tenant, Tenant shall be deemed to have approved Landlord’s statement of Expenses with respect to the matters reflected in such records and shall be barred from raising any claims regarding the Expenses relating to such records for that year. If Tenant fails to provide Landlord with a Review Notice prior to expiration of the Review Notice Period or fails to provide Landlord with a Request for Information prior to expiration of the Request for Information Period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. Landlord agrees that Tenant may retain a third party agent to review Landlord’s books and records which is not a CPA firm, so long as the third party agent retained by Tenant shall have expertise in and familiarity with general industry practice with respect to the operation of and accounting for a first class office building and whose compensation shall in no way be contingent upon or correspond to the financial impact on Tenant resulting from the review. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, and the fees charged cannot be based in whole or in part on a contingency basis. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant and for the amount overpaid by Tenant as a result of such error. The records and related information obtained by Tenant shall be treated as confidential, and applicable only to the Building, by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s Auditors”), and, prior to making any records available to Tenant or Tenant’s Auditors, Landlord may require Tenant and Tenant’s Auditors to each execute a reasonable confidentiality agreement (“Audit Confidentiality Agreement”) in accordance with the foregoing. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.. EXHIBIT C

Audit Rights. Tenant may, within 90 days after receiving Landlord's ’s statement of Expenses, give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant mayTenant, within 90 60 days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 90 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. EXHIBIT C WORK LETTER (Intentionally Omitted) EXHIBIT D COMMENCEMENT LETTER (EXAMPLE) Date ______________________ Tenant ______________________ Address ______________________ ______________________ ______________________ Re: Commencement Letter with respect to that certain Lease dated as of the _____ day of __________, _____, by and between ____________________________________, a __________________________________, as Landlord, and __________________________________, as Tenant, for ________ rentable square feet on the ________ floor of the Building located at ____________________, Massachusetts, ______. Dear __________________: In accordance with the terms and conditions of the above referenced Lease, Tenant accepts possession of the Premises and agrees:

Audit Rights. Tenant mayTenant, within 90 365 days after receiving Landlord's statement of Expenses, may give Landlord written notice ("Review NoticeREVIEW NOTICE") that Tenant intends to review Landlord's records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection NoticeOBJECTION NOTICE") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 90 day period or fails to provide Landlord with a Review Notice within the 90 365 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. EXHIBIT C-1 INITIAL PREMISES WORK LETTER This Exhibit is attached to and made a part of the Lease by and between CA-TWIN DOLPHIN PLAZA LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP ("Landlord") and AVISTAR COMMUNICATIONS CORPORATION, A DELAWARE CORPORATION ("Tenant") for space in the Building located at 000 Xxxx Xxxxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx. As used in this Work Letter, the "Premises" shall be deemed to mean Initial Premises, as initially defined in the attached Lease.

Audit Rights. Tenant may, within 90 120 days after receiving Landlord's statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 120 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Notwithstanding anything to the contrary contained in this Section 4 or elsewhere in this Lease, if Tenant mayreasonably disputes any amount set forth in any Actual Statement described above in Section 4.9, within 90 Tenant will have the right not later than two (2) years following receipt of an Actual Statement and upon no less than ten (10) days after receiving notice to Landlord, to audit Landlord's statement books and records with respect to the Base Year and one or both of the preceding two (2) calendar years only, at no cost or expense to Landlord, by a party reasonably approved by Landlord. Notwithstanding the foregoing, in no event shall Tenant be entitled to audit the Base Year or any calendar year thereafter more than once during the Term. Tenant's audit shall be limited to an on-site review of Landlord's books and records respecting the accounting for the items comprising Operating Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records Real Property Taxes and Assessments, Insurance Costs and Utilities Costs. Any audit conducted by or on behalf of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costsperformed at Landlord's office during Landlord's normal business hours and in a manner so as to minimize interference with Landlord's business operations. Landlord shall have no obligation to make photocopies of any of Landlord's ledgers, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenantinvoices or other items; however, Tenant shall have the right at Tenant's sole cost and expense to give make photocopies of Landlord's ledgers, invoices or other items pertaining to Operating Expenses, Real Property Taxes and Assessments, Insurance Costs and Utilities Costs. Pending completion of any such audit, Tenant agrees to pay Landlord written notice (an "Objection Notice") stating in reasonable detail any objection such disputed Operating Expenses, Real Property Taxes and Assessments, Insurance Costs and Utilities Costs amounts. The amounts payable under this Section 4.13 by Landlord to Tenant or Tenant to Landlord's statement , as the case may be, will be appropriately adjusted on the basis of Expenses for that year. If such audit, i.e., if Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in has paid more than Tenant's Objection Notice. If Landlord Percentage of actual Operating Expenses, Real Property Taxes and Tenant determine that Expenses for Assessments, Insurance Costs, and/or Utilities Costs, as the calendar year are less than reportedcase may be, Landlord shall provide either apply the amount overpaid by Tenant with a credit against future installments of Operating Expenses, Real Property Taxes and Assessments, Insurance Costs, and/or Utilities Costs or Monthly Basic Rent, as the next installment of Rent in case may be, or shall refund the amount of the such overpayment by to Tenant. LikewiseNotwithstanding the foregoing, if in the last year of the Term, Landlord shall refund such overpayment to Tenant. To the extent the audit reveals there is a deficiency between Tenant's Percentage of actual Operating Expenses, Real Property Taxes and Assessments, Insurance Costs, and/or Utilities Costs, and the estimated amounts for Operating Expenses, Real Property Taxes and Assessments, Insurance Costs, and/or Utilities Costs paid by Tenant determine that Expenses for during the applicable calendar year are greater than reportedyear, Tenant shall pay Landlord the amount of any underpayment within 30 daysdeficiency to Landlord concurrently with Tenant's delivery of the audit results to Landlord. The records obtained If such audit discloses an overstatement of Operating Expenses, Real Property Taxes and Assessments, Insurance Costs, and Utilities Costs in excess of four percent (4%) of the actual total amount thereof for such calendar year, Tenant will receive a credit against Tenant's future obligations (or, if the Term of this Lease has expired, Landlord shall pay Tenant) for the reasonable cost of an audit performed by Tenant a third party; otherwise the cost of such audit will be borne by Tenant. To the extent Landlord must pay the cost of such third party audit, such cost shall be treated as confidentialnot exceed a reasonable hourly charge for a reasonable amount of hours spent by such third-party in connection with the audit. In no event shall Landlord be liable for any contingency fee payments to any consultants of Tenant. Tenant be permitted agrees to examine keep, and to cause its accountants, attorneys and employees to keep, all information revealed by any audit of Landlord's books and records strictly confidential and not to disclose any such information or permit any such information to dispute be disclosed to anyone other than Landlord or Tenant's accountants, auditors or attorneys, unless compelled to do so by a court of law or in connection with any statement litigation between Landlord and Tenant with respect to same. If Landlord disputes the results of Expenses unless any Tenant has paid and continues audit, Landlord shall have the right to pay all Rent when dueinitiate an arbitration in accordance with the rules of the American Arbitration Association.

Audit Rights. Tenant may, within 90 days after receiving Landlord's statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant mayTenant, within 90 365 days after receiving Landlord's statement of Expenses, may give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Project is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 90 day period or fails to provide Landlord with a Review Notice within the 90 365 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. If the audit determines that in the aggregate Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to the third party CPA described above in connection with such audit by Tenant and the amount of such overpayment. Likewise, if the audit determines that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. This work letter (this "Work Letter") is attached to and made a part of the Lease by and between CA-ONE MARKET LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord") and AUTONOMY, INC., a New Jersey corporation ("Tenant") for space in the Spear Tower in the Building located at One Market, San Francisco, California. As used in this Work Letter, the "Premises" shall be deemed to mean the Premises, as initially defined in the attached Lease.

Audit Rights. Tenant mayTenant, within 90 sixty (60) days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located and may not be an examiner of Tenant who is being paid by Tenant on a contingent fee basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 ninety (90) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day ninety-(90)-day period or fails to provide Landlord with a Review Notice within the 90 day sixty-(60)-day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than five percent (5%), Landlord, within thirty (30) days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Any overpayment by Tenant will be refunded by Landlord or credited against the next installment of Base Rent and Additional Rent. EXHIBIT C WORK LETTER This Exhibit is attached to and made a part of the Lease by and between XX XXXXX ACQUISITION LLC, a Delaware limited liability company (“Landlord”) and KARYOPHARM THERAPEUTICS INC., a Delaware corporation (“Tenant”) for space in the Building located at 00 Xxxxx Xxxxxx, Newton, Massachusetts.

Audit Rights. Tenant may, within 90 Within 60 days after receiving Landlord's ’s statement of Expenses (or, with respect to the Base Year Expenses, within 60 days after receiving Landlord’s initial statement of Expenses for the Base Year) (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for the calendar year (or Base Year, as applicable) to which the statement applies, and within 90 days after sending the Review Notice to Landlord (such period is referred to as the “Request for Information Period”), Tenant shall send Landlord a written request identifying, with a reasonable degree of specificity, the information that calendar yearTenant desires to review (the “Request for Information”). Within a reasonable time after Landlord’s receipt of the Review Noticea timely Request for Information and executed Audit Confidentiality Agreement (referenced below), Landlord Landlord, as determined by Landlord, shall forward to Tenant, or make all pertinent records available for inspection on site at such location deemed reasonably appropriate by Landlord, such records (or copies thereof) for the applicable calendar year (or Base Year, as applicable) that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office review of the Building, Tenant may either inspect information appropriately identified in the records at such other location or pay Request for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the auditInformation. Within 60 days after the any particular records are made available to TenantTenant (such period is referred to as the “Objection Period”), Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails year which relates to give Landlord an Objection Notice within the 60 day period or fails records that have been made available to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that yearTenant. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If , if Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. If Tenant fails to give Landlord an Objection Notice with respect to any records that have been made available to Tenant prior to expiration of the Objection Period applicable to the records which have been provided to Tenant, Tenant shall be deemed to have approved Landlord’s statement of Expenses with respect to the matters reflected in such records and shall be barred from raising any claims regarding the Expenses relating to such records for that year. If Tenant fails to provide Landlord with a Review Notice prior to expiration of the Review Notice Period or fails to provide Landlord with a Request for Information prior to expiration of the Request for Information Period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, and the fees charged cannot be based in whole or in part on a contingency basis. The records and related information obtained by Tenant shall be treated as confidential, and applicable only to the Building, by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s Auditors”), and, prior to making any records available to Tenant or Tenant’s Auditors, Landlord may require Tenant and Tenant’s Auditors to each execute a reasonable confidentiality agreement (“Audit Confidentiality Agreement”) in accordance with the foregoing. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.. EXHIBIT C

Audit Rights. Tenant mayTenant, within 90 365 days after receiving Landlord's statement of Expenses, may give Landlord written notice ("Review NoticeREVIEW NOTICE") that Tenant intends to review Landlord's records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the BuildingBuildings, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Landlord's records or the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection NoticeOBJECTION NOTICE") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 90 day period or fails to provide Landlord with a Review Notice within the 90 365 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. EXHIBIT C WORK LETTER This Exhibit is attached to and made a part of the Lease by and between MA-RIVERVIEW/245 FIRST STREET, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY ("LANDLORD") and COMBINATORX, INCORPORATED, A DELAWARE CORPORATION ("TENANT") for space in the Buildings located at 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000.

Audit Rights. Tenant may, within 90 days after receiving Landlord's ------------ statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.within

Audit Rights. Tenant may, within 90 days after receiving Landlord's statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.. V.

Audit Rights. Tenant may, within 90 days after receiving Landlord's ------------ statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the BuildingProject, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying (not to exceed $0.15 per copy) and the actual cost of shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. In addition, if Landlord and Tenant determine that Expenses for the Project for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for any reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Notwithstanding anything to the contrary contained in this Section 4 or elsewhere in this Lease, if Tenant mayreasonably disputes any amount set forth in any Actual Statement described above in Section 4.9, within 90 Tenant will have the right not later than sixty (60) days after receiving Landlord's statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time after following receipt of an Actual Statement and upon no less than ten (10) days notice to Landlord, to cause Landlord’s books and records with respect to the Review Noticepreceding calendar year only to be audited, Landlord shall make all pertinent records available for inspection that are reasonably necessary for at no cost or expense to Landlord, by Tenant or its CPA (defined herein). Any Certified Public Accountant (“CPA”) engaged by Tenant to conduct its reviewinspect Landlord’s records shall be compensated on an hourly basis and shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld or delayed. If any records are maintained at a location other than the office Any audit conducted by or on behalf of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costsperformed at Landlord’s office during Landlord’s normal business hours and in a manner so as to minimize interference with Landlord’s business operations. Landlord shall have no obligation and Tenant shall have no right to make photocopies of any of Landlord’s ledgers, expenses invoices or other items; Tenant’s audit to be limited to an on-site review of Landlord’s books and fees incurred records respecting the accounting for the items comprising the Operating Expenses, Real Property Taxes and Assessments, Insurance Costs and Utilities Costs. Pending completion of any such audit, Tenant agrees to pay Landlord any such disputed Operating Expenses, Real Property Taxes and Assessments, Insurance Costs and Utilities Costs amounts. Within 60 Tenant agrees to keep, and to cause its CPA and employees to keep, all information revealed by any audit of Landlord’s books and records strictly confidential and not to disclose any such information or permit any such information to be disclosed to anyone other than Landlord or Tenant’s auditors or attorneys, unless compelled to do so by a court of law or in connection with any litigation between Landlord and Tenant with respect to same. The inspection of Landlord’s records must be completed within five (5) days after the such records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when dueits CPA.

Audit Rights. Tenant may4.01 Tenant, within 90 ninety (90) days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that the calendar yearyear to which the statement applies and specifying, to the extent reasonably practicable, the respects in which Landlord’s statement is disputed. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located and which is not being compensated by Tenant, in whole or in part, on a contingency basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 ninety (90) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 ninety (90) day period or fails to provide Landlord with a Review Notice within the 90 ninety (90) day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. If it is determined that Expenses for the year in question were less than stated by more than five percent (5%), then Landlord shall provide Tenant with a credit against the next installment of Rent in the full amount of such discrepancy plus for Tenant’s reasonable costs incurred in connection with such audit. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 thirty (30) days. The Notwithstanding anything to the contrary contained herein, Tenant’s audit rights contained herein are subject to Tenant and its applicable agents first executing and delivering to Landlord a commercially-reasonable form of confidentiality agreement, which shall provide that any records obtained and information gathered and/or reviewed by Tenant and/or its agents shall be treated as strictly confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant may, within 90 days after receiving Landlord's ’s statement of Expenses, give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the BuildingProject, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In addition, if Expenses for the Building for the year in question were less than stated by more than 10%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for any reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant mayTenant, within 90 365 days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, . Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses and Taxes for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 90 day period or fails falls to provide Landlord with a Review Notice within the 90 365 day period described above, . Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. The disbursement (if any) of any overpayment or underpayment as determined by this provision, shall be governed by section 1.02 of Exhibit B. EXHIBIT C WORK LETTER This Exhibit is attached to and made a part of the Lease by and between CA-LA JOLLA II LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and MEDICINOVA, INC., a Delaware corporation (“Tenant”) for space in the Building located at 0000 Xx Xxxxx Xxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx. As used in this Workletter, the “Premises” shall be deemed to mean the Premises, as initially defined in the attached Lease.

Audit Rights. Tenant mayTenant, within 90 days 6 months after receiving Landlord's ’s statement of ExpensesTenant’s actual Additional Rent, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Operating Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the BuildingProject, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a nationally recognized accounting firm licensed CPA firmto do business in the state where the Project is located and shall not be compensated on a contingency fee basis. Tenant will provide Landlord with a certified copy of the results of such review within 30 days after the completion thereof. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after However, notwithstanding the records are made available to Tenantforegoing, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, if Landlord and Tenant determine that Operating Expenses for the year in question were less than the stated amount by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall work together reimburse Tenant for the reasonable amounts paid by Tenant to third parties in good faith to resolve any issues raised in connection with such review by Tenant's Objection Notice. If Landlord and Tenant determine that Operating Expenses for the calendar year are in question were less than reportedstated, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses for the calendar year are greater in question were more than reportedstated, Tenant shall pay to Landlord the amount of any underpayment underpaid within 30 daysdays thereafter. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 6 month period described above, Tenant shall be deemed to have approved Landlord’s statement of Tenant’s actual Additional Rent and shall be barred from raising any claims regarding the Operating Expenses for that year. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses Tenant’s actual Additional Rent unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant mayTenant, within 90 365 days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at al such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "the “Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 90 day period or fails falls to provide Landlord with a Review Notice within the 90 365 day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.. EXHIBIT C

Audit Rights. Tenant mayTenant, within 90 365 days after receiving Landlord's ’s statement of ExpensesExpenses for the Base Year or any subsequent Expense year, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that calendar yearyear to which the statement applies and, in the case of the first such audit (if not the Base Year), the Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if, after reviewing and analyzing the results of the audit and approving the method and manner employed in such audit (which approval shall not be unreasonably withheld) Landlord and Tenant reasonably determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If Tenant fails to give Landlord and Tenant determine that Expenses for an Objection Notice within the calendar year are less than reported, 90 day period or fails to provide Landlord shall provide Tenant with a credit against Review Notice within the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported365 day period described above, Tenant shall pay Landlord be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the amount of any underpayment within 30 daysExpenses for that year. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.. EXHIBIT C

Audit Rights. Tenant mayTenant, within 90 365 days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 180 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 180 day period or fails to provide Landlord with a Review Notice within the 90 365 day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.. EXHIBIT C

Audit Rights. Tenant mayTenant, within 90 365 days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit; provided, however that, if Landlord and Tenant determine that Expenses for the calendar year were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for any reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 90 day period or fails to provide Landlord with a Review Notice within the 90 365 day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. Exhibit B EXHIBIT C WORK LETTER This Exhibit is attached to and made a part of the Lease by and between EOP-NORTHWEST PROPERTIES, L.L.C., a Delaware limited liability company (“Landlord”) and ZILLOW, INC., a Washington corporation (“Tenant”) for space in the Building located at 000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx. As used in this Work Letter, the “Premises” shall be deemed to mean the Premises, as initially defined in the Lease to which this Exhibit is attached.

Audit Rights. At the request of Tenant may, at any time within 90 sixty (60) days after receiving Landlord's statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of delivers the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available Total Operating Cost Statement to Tenant, Tenant (at Tenant’s expense) shall have the right to give examine Landlord’s books and records applicable to Total Operating Costs for such year. Such right to examine Landlord’s records shall be exercisable: (i) upon reasonable advance notice to Landlord written notice and at reasonable times during Landlord’s business hours; (an "Objection Notice"ii) stating in reasonable detail any objection to only during the sixty-day period following Tenant’s receipt of Landlord's ’s statement of Expenses the actual amount of Total Operating Costs for that the applicable calendar year; and (iii) not more than once each calendar year. If Tenant fails to give Landlord an Objection Notice within At Tenant’s option, the 60 day period or fails to provide Landlord with a Review Notice within audit may be performed by Tenant’s in house accountant, and if such accountant finds any inconsistencies between the 90 day period described above, Tenant shall be deemed to have approved Total Operating Cost Statement and its review of Landlord's statement of Expenses ’s books and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Noticerecords, Landlord and Tenant shall work together in good faith discuss and attempt to resolve any issues raised in by such Tenant's Objection Notice’s accountant within the thirty (30) day period following the conclusion of such accountant’s review. If after thirty (30) days Landlord and Tenant determine have not resolved such issues, at Tenant’s option, Tenant, at Tenant’s cost, may engage an independent certified public accountant (that Expenses for is not compensated on a contingency basis, and with which Tenant has not had any business relationship within the calendar five (5) year are less than reportedperiod preceding the time of such review, Landlord shall provide Tenant with a credit against the next installment and who has been reasonably approved by Landlord) to conduct an audit of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant Total Operating Costs (which shall be treated as confidentialcompleted within the sixty (60) day time period referenced above, and otherwise in accordance with the terms hereof). In no event shall Tenant be permitted If the audit conducted by such independent certified public accountant indicates that certain items were improperly included in Total Operating Costs, then Landlord shall, within thirty (30) days, refund the overage to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when dueTenant.

Audit Rights. Tenant may, within 90 Within one hundred eighty (180) days after receiving Landlord's ’s annual reconciliation statement of Expenses (or, with respect to the Base Year Expenses, within one hundred eighty (180) days after receiving Landlord’s initial statement of Expenses for the Base Year) (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for the calendar year (or Base Year, as applicable) to which the statement applies, identifying, with a reasonable degree of specificity, the information that calendar yearTenant desires to review (the “Request for Information”). Within a reasonable time after Landlord’s receipt of the Review Noticea timely Request for Information and executed Audit Confidentiality Agreement (referenced below), Landlord Landlord, as determined by Landlord, shall forward to Tenant, or make all pertinent records available for inspection on site at such location deemed reasonably appropriate by Landlord, such records (or copies thereof) for the applicable calendar year (or Base Year, as applicable) that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office review of the Building, Tenant may either inspect information appropriately identified in the records at such other location or pay Request for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the auditInformation. Within 60 sixty (60) days after the all relevant records are made available to TenantTenant (such period is referred to as the “Objection Period”), Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails year which relates to give Landlord an Objection Notice within the 60 day period or fails records that have been made available to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that yearTenant. If Tenant provides Landlord with a timely Objection Notice, Landlord Notice and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine the audit or review discloses that Expenses for the calendar year are less than reported, then Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant, and if the audit or review discloses that Expenses for the calendar year are more than five percent (5%) less than reported, Landlord shall reimburse Tenant for the reasonable costs of such review or audit, up to a maximum of $5,000.00. Likewise, if Landlord and Tenant determine If the audit or review discloses that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 thirty (30) days. Notwithstanding the foregoing, if Landlord disputes the results of such audit or review, the parties agree to submit the matter in dispute to arbitration in accordance with the applicable provisions of this Lease. If Tenant fails to give Landlord an Objection Notice with respect to any records that have been made available to Tenant prior to expiration of the Objection Period applicable to the records which have been provided to Tenant, Tenant shall be deemed to have approved Landlord’s statement of Expenses with respect to the matters reflected in such records and shall be barred from raising any claims regarding the [***]Confidential treatment has been requested Expenses relating to such records for that year. If Tenant fails to timely provide Landlord with a Review Notice and the Request for Information Period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. Notwithstanding anything to the contrary contained in this Exhibit B or in this Lease, if Tenant’s audit or review reveals that Landlord has overstated any line item or items of Expenses, Tenant shall have the right to audit any statement of Expenses delivered by Landlord during the prior twelve (12) months, but only with respect to the same line item or items of Expenses that were overstated. If Tenant retains an agent to review Landlord’s records, the agent must be with a reputable certified public accounting firm selected by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed), which firm must be licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit or review, except as provided herein, and Tenant shall not directly or indirectly engage such agent or any other party in connection with such audit or review whose compensation or fees are charged in whole or in part on a contingency basis. The records and related information obtained by Tenant shall be treated as confidential, and applicable only to the Building, by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s Auditors”), and, prior to making any records available to Tenant or Tenant’s Auditors, Landlord may require Tenant and Tenant’s Auditors to each execute a confidentiality agreement in a form reasonably provided by Landlord (“Audit Confidentiality Agreement”) in accordance with the foregoing. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. [***]Confidential treatment has been requested EXHIBIT C WORK LETTER This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between OPG 125 SUMMER OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and HAEMONETICS CORPORATION, a Massachusetts corporation (“Tenant”), for space in the Building located at 000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000. Capitalized terms used but not defined herein shall have the meanings given in the Lease.

Audit Rights. Tenant may, within 90 Within 60 days after receiving Landlord's ’s statement of Expenses (or, with respect to the Base Year Expenses, within 60 days after receiving Landlord’s initial statement of Expenses for the applicable Base Year) (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for the calendar year (or Base Year, as applicable) to which the statement applies, and within 60 days after sending the Review Notice to Landlord (such period is referred to as the “Request for Information Period”), Tenant shall send Landlord a written request identifying, with a reasonable degree of specificity, the information that calendar yearTenant desires to review (the “Request for Information”). Within a reasonable time after Landlord’s receipt of the Review Noticea timely Request for Information and executed Audit Confidentiality Agreement (referenced below), Landlord Landlord, as determined by Landlord, shall forward to Tenant, or make all pertinent records available for inspection on site at such location deemed reasonably appropriate by Landlord, such records (or copies thereof) for the applicable calendar year (or Base Year, as applicable) that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office review of the Building, Tenant may either inspect information appropriately identified in the records at such other location or pay Request for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the auditInformation. Within 60 days after the any particular records are made available to TenantTenant (such period is referred to as the “Objection Period”), Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails year which relates to give Landlord an Objection Notice within the 60 day period or fails records that have been made available to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that yearTenant. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. If Tenant fails to give Landlord an Objection Notice with respect to any records that have been made available to Tenant prior to expiration of the Objection Period applicable to the records which have been provided to Tenant, Tenant shall be deemed to have approved Landlord’s statement of Expenses with respect to the matters reflected in such records and shall be barred from raising any claims regarding the Expenses relating to such records for that year. If Tenant fails to provide Landlord with a Review Notice prior to expiration of the Review Notice Period or fails to provide Landlord with a Request for Information prior to expiration of the Request for Information Period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, and the fees charged cannot be based in whole or in part on a contingency basis. The records and related information obtained by Tenant shall be treated as confidential, and applicable only to the Office Building, by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s Auditors”), and, prior to making any records available to Tenant or Tenant’s Auditors, Landlord may require Tenant and Tenant’s Auditors to each execute a reasonable confidentiality agreement (“Audit Confidentiality Agreement”) in accordance with the foregoing. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due., subject to any applicable notice, grace and cure periods. EXHIBIT B REPLACEMENT EXHIBIT B, THIRD AMENDMENT EXHIBIT B, THIRD AMENDMENT EXPENSES AND TAXES

Audit Rights. Tenant mayTenant, within 90 one hundred twenty (120) days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection in the greater Boston area that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must may not be with an examiner of Tenant who is being paid by Tenant on a licensed CPA firmcontingent fee basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the auditaudit except as set forth below. Within 60 ninety (90) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day ninety-(90)-day period or fails to provide Landlord with a Review Notice within the 90 day one hundred twenty-(120)-day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. However, notwithstanding the foregoing, if, subject to the following provisions of this Section 4, the audit reveals that Expenses for the Building for the year in question were less than stated by more than five percent (5%), Landlord, within thirty (30) days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant and in all events Landlord shall promptly refund any overpayment made by Tenant. If Landlord disputes the result of such audit, Landlord shall notify Tenant thereof within ten (10) business days after delivery of the audit to Landlord. If Landlord and Tenant are unable to resolve such dispute within thirty (30) days after the date of Landlord’s dispute notice, then such dispute shall be submitted to arbitration in accordance with the provisions of Section 5 below.

Audit Rights. Tenant mayTenant, within 90 365 days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, . Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses and Taxes for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 90 day period or fails falls to provide Landlord with a Review Notice within the 90 365 day period described above, . Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.. The disbursement (if any) of any overpayment or underpayment as determined by this provision, shall be governed by section 1.02 of Exhibit B. EXHIBIT C

Audit Rights. Tenant may, within Within 90 days after receiving Landlord's ’s statement of Expenses (or, with respect to the Base Year Expenses, within 60 days after receiving Landlord’s initial statement of Expenses for the Base Year) (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for the calendar year (or Base Year, as applicable) to which the statement applies, and within 90 days after sending the Review Notice to Landlord (such period is referred to as the “Request for Information Period”), Tenant shall send Landlord a written request identifying, with a reasonable degree of specificity, the information that calendar yearTenant desires to review (the “Request for Information”). Within a reasonable time after Landlord’s receipt of the Review Noticea timely Request for Information and executed Audit Confidentiality Agreement (referenced below), Landlord Landlord, as determined by Landlord, shall forward to Tenant, or make all pertinent records available for inspection on site at such location deemed reasonably appropriate by Landlord, such records (or copies thereof) for the applicable calendar year (or Base Year, as applicable) that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office review of the Building, Tenant may either inspect information appropriately identified in the records at such other location or pay Request for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the auditInformation. Within 60 90 days after the any particular records are made available to TenantTenant (such period is referred to as the “Objection Period”), Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails year which relates to give Landlord an Objection Notice within the 60 day period or fails records that have been made available to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that yearTenant. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. If Tenant fails to give Landlord an Objection Notice with respect to any records that have been made available to Tenant prior to expiration of the Objection Period applicable to the records which have been provided to Tenant, Tenant shall be deemed to have approved Landlord’s statement of Expenses with respect to the matters reflected in such records and shall be barred from raising any claims regarding the Expenses relating to such records for that year. If Tenant fails to provide Landlord with a Review Notice prior to expiration of the Review Notice Period or fails to provide Landlord with a Request for Information prior to expiration of the Request for Information Period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Notwithstanding the foregoing, Landlord agrees that Tenant may retain a third party agent to review Landlord’s books and records which is not a CPA firm, so long as the third party agent retained by Tenant shall have expertise in and familiarity with general industry practice with respect to the operation of and accounting for a first class office building and whose compensation shall in no way be contingent upon or correspond to the financial impact on Tenant resulting from the review. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, and the fees charged cannot be based in whole or in part on a contingency basis. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 4%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. The records and related information obtained by Tenant shall be treated as confidential, and applicable only to the Building, by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s Auditors”), and, prior to making any records available to Tenant or Tenant’s Auditors, Landlord may require Tenant and Tenant’s Auditors to each execute a reasonable confidentiality agreement (“Audit Confidentiality Agreement”) in accordance with the foregoing. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.. EXHIBIT C

Audit Rights. Within 60 days (the "Audit Election Period") after Landlord furnishes its statement of actual Operating Expenses for any calendar year (including the Base Year), Tenant may, at its expense during Landlord's normal business hours, elect to audit Landlord's Operating Expenses for such calendar year only, subject to the following conditions: (1) there is no uncured event of default under this Lease; (2) the audit shall be prepared by an independent certified public accounting firm of recognized national standing; (3) in no event shall any audit be performed by a firm retained on a "contingency fee" basis; (4) the audit shall commence within 30 days after Landlord makes Landlord's books and records available to Tenant's auditor and shall conclude 90 days after receiving commencement; (5) the audit shall be conducted where Landlord maintains its books and records and shall not unreasonably interfere with the conduct of Landlord's statement of Expenses, give Landlord written notice business; ("Review Notice"6) that Tenant intends to review and its accounting firm shall treat any audit in a confidential manner and shall each execute Landlord's records of confidentiality agreement for Landlord's benefit prior to commencing the Expenses audit; and (7) the accounting firm's audit report shall, at a no charge to Landlord, be submitted in draft form for that calendar year. Within a Landlord's review and comment before the final audit report is delivered to Landlord, and any reasonable time after receipt of the Review Notice, comments by Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant be incorporated into the final audit report. This paragraph shall not be construed to conduct its review. If any records are maintained at a location other than the office of the Buildinglimit, Tenant may either inspect the records at such other location suspend, or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in xxxxx Tenant's Objection Noticeobligation to pay Rent when due, including estimated Excess Operating Expenses. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit any overpayment determined by the approved audit against the next installment of sums due and owing by Tenant or, if such credit shall equal an amount greater than one months' Rent, or if no further Rent in is due, refund such overpayment or the amount thereof in excess of the overpayment by one month's Rent directly to Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment determined by the approved audit within 30 daysdays of determination. The records obtained by foregoing obligations shall survive the Expiration Date. If Tenant does not give written notice of its election to audit Landlord's Operating Expenses during the Audit Election Period, Landlord's Operating Expenses for the applicable calendar year shall be deemed approved for all purposes, and Tenant shall be treated as confidentialhave no further right to review or contest the same. In no event shall If Tenant's audit should reveal that Tenant be permitted to examine has been overcharged for excess operating expense by a sum greater than 10% and such overcharge is confirmed by Landlord's records or to dispute any statement of Expenses unless own audit conducted by an independent certified public accounting firm, then in such case Landlord will reimburse the Tenant has paid and continues to pay all Rent when duethe reasonable cost incurred by Tenant's auditors.

Audit Rights. Tenant mayTenant, at its sole cost and expense, shall have the right, within 90 ninety (90) days after receiving Landlord's statement of Expensesactual Basic Costs for a particular calendar year, give to provide Landlord with written notice (the "Review Notice") that Tenant intends of its intent to review Landlord's books and records of relating to the Expenses Basic Costs for that calendar such year. Within a reasonable time Landlord, within thirty (30) days after receipt of the Review review Notice, Landlord shall make all pertinent such books and records available to Tenant or Tenant's agent for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained review at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If provided that if Tenant retains an agent to review Landlord's recordsbooks and records for any calendar year, the such agent must be with a CPA firm licensed CPA firmto do business in the state in which the Building is located. If Tenant shall be solely responsible for all costselects to review Landlord's books and records, expenses and fees incurred for the audit. Within 60 within thirty (30) days after the such books and records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses actual Basic Costs for that such calendar year. If Tenant fails to give Landlord an Objection Notice written notice of objection within the 60 such thirty (30) day period or fails to provide Landlord with a Review Notice within the 90 ninety (90) day period described provided above, Tenant shall be deemed to have approved such statements in all respects. Upon Landlord's statement receipt of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Noticeobjection notice from Tenant, Landlord and Tenant shall work together in good faith to resolve any issues raised in the discrepancy between Landlord's statement and Tenant's Objection Noticereview. If Landlord and Tenant determine that Expenses for the calendar year Basic Costs are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent future Additional Base Rental in the amount of the overpayment by Tenantsuch overpayment. Likewise, if Landlord and Tenant determine that Expenses for the calendar year Basic Costs are greater than reported, Tenant shall forthwith pay Landlord the amount of any such underpayment within 30 daysto Landlord. The records In addition, if Landlord and Tenant determine that Basic Costs were less than stated by four percent (4%) then Landlord will pay the reasonable cost of such review by Tenant. Any information obtained by Tenant pursuant to the provisions of the Section shall be treated as confidential. In no event Notwithstanding anything herein to the contrary, Tenant shall Tenant not be permitted to examine Landlord's books and records or to dispute any statement of Expenses Basic Costs unless Tenant has paid and continues to pay all Rent when dueLandlord the amount due as shown on Landlord's statement of actual Basic Costs, said payment being a condition precedent to said examination and/or dispute.

Audit Rights. 1. Tenant may, within 90 120 days after receiving Landlord's statement of ExpensesExpenses and Taxes, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses and/or Taxes for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Notwithstanding the foregoing, Landlord agrees that Tenant retains an may retain a third party agent to review Landlord's records, the agent must be with books and records which is not a licensed CPA firm, so long as the third party agent retained by Tenant shall have expertise in and familiarity with general industry practice with respect to the operation of and accounting for a first class office building; provided, if such third party agent's compensation is in any way contingent upon or tied to the financial impact on Tenant resulting from the review, any obligation of Landlord herein to "reimburse" Tenant for the "cost" of Tenant's review shall be limited to the commercially reasonable hourly charge that Tenant would have incurred had Tenant retained a third party agent whose compensation was not contingent upon the financial impact of the review. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, unless (i) Landlord accepts Tenant's Objection Notice and Tenant has overpaid Expenses and Taxes by more than 3% or (ii) Tenant's Proposed Discrepancy Resolution (described below) is accepted by the arbitrators, as provided below, in which case such costs, expenses, and fees shall be paid by Landlord. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 120 day period or fails to provide Landlord with a Review Notice within the 90 120 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant mayTenant, within 90 365 days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 90 day period or fails to provide Landlord with a Review Notice within the 90 365 day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. Xxxxx 0, 0000 Xxxxxx ID Number: 11424 2 EXHIBIT C WORK LETTER This Exhibit is attached to and made a part of the Lease by and between CA-METRO PLAZA LIMITED PARTNERSHIP (“Landlord”) and CAPTIVA SOFTWARE CORPORATION (“Tenant”) for space in the Building located at 00 Xxxxx Xxxxx, Xxx Xxxx, Xxxxxxxxxx. As used in this Workletter, the “Premises” shall be deemed to mean the Premises, as initially defined in the attached Lease.

Audit Rights. Tenant may, within 90 days after receiving Landlord's statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for .for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. In addition, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for any reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant may, within 90 days after receiving Landlord's ------------ statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. In addition, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for any reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant mayTenant, within 90 365 days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the state where the Project is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Landlord shall either refund any overpayment by Tenant or apply such overpayment to the next installment(s) of Rent due, in accordance with Section 1.02 above. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 90 day period or fails to provide Landlord with a Review Notice within the 90 365 day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. Notwithstanding the foregoing, if any audit establishes that any line item of Expenses was improperly calculated, Tenant shall be entitled to review that particular line item for any preceding calendar year during the Term to determine whether the error was also made in such prior calendar years, and if any overcharge for such line item is discovered, Tenant shall be entitled to a refund in the manner set forth herein. The records obtained by Tenant shall be treated as Confidential Information (as defined in Section 7 of Exhibit F to the Lease). EXHIBIT C WORK LETTER This Exhibit is attached to and made a part of the Lease by and between CA-ONE MARKET LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and XXXXXXXXXX.XXX, INC., a Delaware corporation (“Tenant”) for space in the Spear Tower in the Building located at One Market, San Francisco, California. As used in this Work Letter, the “Premises” shall be deemed to mean the Initial Premises and the Additional Premises, as initially defined in the attached Lease.

Audit Rights. 4.01 Landlord grants to Tenant a right to inspect and/or audit Landlord's books and records with respect to the Expenses and Taxes for the period covered in a given Landlord's Statement, as follows: Tenant may, within 90 one hundred twenty (120) days after receiving Landlord's statement of ExpensesStatement, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses and/or Taxes for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the auditaudit and any dispute resolution process, unless it is determined (by the process set forth hereinafter) that Landlord overstated Expenses or Taxes by more than four percent (4.0%) in total for such calendar year in which case Landlord shall pay the Tenant's reasonable third-party fees and expenses incurred in any dispute resolution procedure, and shall reimburse to Tenant its reasonable third-party audit costs. Within 60 ninety (90) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses Statement for that the relevant year. If Tenant fails to give Landlord an Objection Notice within the 60 ninety (90) day period or fails to provide Landlord with a Review Notice within the 90 one hundred twenty (120) day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses Statement and shall be barred from raising any claims regarding the Expenses and Taxes for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant the parties shall work together in use their good faith efforts to resolve any issues raised in such dispute within thirty (30) days following Tenant's delivery of such Objection NoticeNotice to Landlord. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by TenantTenant until exhausted, or if this Lease shall have expired or been terminated, any excess shall be paid to Tenant by check within thirty (30) days after such expiration or termination, less any amount retained by Landlord and deemed reasonably necessary to cure any then-existing default on the part of Tenant (i.e., beyond the giving of applicable notice and the passage of applicable grace periods); such excess repayment obligation shall survive the expiration or earlier termination of this Lease. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 thirty (30) days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant may, within 90 days after receiving Landlord's statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant may, within 90 120 days after receiving Landlord's ------------ statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the BuildingProject, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 120 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. In addition, if Landlord and Tenant determine that Expenses for the Project for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for any reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant may, within 90 days after receiving Landlord's statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 90 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. In addition, if Landlord and Tenant determine that Expenses for the Building were less than stated by more than five percent (5%), Landlord, within thirty (30) days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for any reasonable amounts paid by Tenant to third parties in performing such review by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.no

Audit Rights. Tenant may, within 90 Within ninety (90) days after receiving Landlord's ’s statement of Expenses (or, with respect to the Base Year Expenses, within ninety (90) days after receiving Landlord’s initial statement of Expenses for the Base Year) (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses Expenses, Taxes and electricity to which the statement applies, and within thirty (30) days after delivering the Review Notice to Landlord (such period is referred to as the “Request for that calendar yearInformation Period”), Tenant shall send Landlord a written request identifying, with a reasonable degree of specificity, the particular information Tenant desires to review (the “Request for Information”). Within a reasonable time (not to exceed fifteen (15) Business Days) after Landlord’s receipt of the Review Noticea timely Request for Information, Landlord shall forward to Tenant, or make all pertinent records available for inspection on site at either the Building or at Landlord’s principal place of business, such records (or copies thereof) for the applicable calendar year, Fiscal Year (or Base Year, as applicable) that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office review of the Building, Tenant may either inspect information identified in the records at such other location or pay Request for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the auditInformation. Within 60 sixty (60) days after the any particular records are made available to TenantTenant (such period is referred to as the “Objection Period”), Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to (i) Landlord's ’s statement of Expenses for that year. If year which relates to the records that have been made available to Tenant fails and/or (ii) such records made available to give Landlord an Objection Notice within Tenant, or the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that yearlack thereof. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year year, Fiscal Year, and/or applicable billing period, are less than reported, Landlord shall promptly provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant, so that Tenant is reimbursed as quickly as possible. Likewise, if Landlord and Tenant determine that Expenses for the calendar year year, Fiscal Year, and/or applicable billing period, are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 thirty (30) days. If Tenant fails to give Landlord an Objection Notice with respect to any records that have been made available to Tenant prior to expiration of the Objection Period applicable to the records which have been provided to Tenant, Tenant shall be deemed to have approved Landlord’s statement with respect to the matters reflected in such records and shall be barred from raising any claims regarding the Expenses, Taxes, electricity or the Additional Rent payable during such periods. If Tenant fails to provide Landlord with a Review Notice prior to expiration of the Review Notice Period or fails to provide Landlord with a Request for Information prior to expiration of the Request for Information Period described above, Tenant shall be deemed to have approved Landlord’s statement of applicable Expenses, applicable Taxes, applicable electricity or applicable Additional Rent and shall be barred from raising any claims regarding the applicable Expenses, applicable Taxes, applicable electricity or applicable Additional Rent for that year, Fiscal Year and/or applicable billing period. If Tenant retains an agent to review Landlord’s records, the agent must be a CPA firm of individual CPA licensed to do business in the state or commonwealth where the Property is located, and must be compensated solely on an hourly (and not contingency) basis. Tenant shall be solely responsible for all of Tenant’s costs, expenses and fees incurred for the audit, and the fees charged cannot be based in whole or in part on a contingency basis. Landlord shall be solely responsible for all of Landlord’s costs, expenses and fees incurred for the audit. The records and related information obtained by Tenant shall be treated as confidential, and applicable only to the Building and the Property by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s Auditors”). In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.(i) monthly the Base Rent, and (ii) monthly the regular recurring estimated payment of Expenses, Taxes and Electricity. In the event such audit discloses that Landlord’s statement overstated such actual costs and expenses by five percent (5.0%) or more, then Landlord shall reimburse Tenant for the actual and reasonable cost of said audit within thirty (30) days of written demand therefor by Tenant. EXHIBIT C

Audit Rights. Tenant may, within 90 days after receiving Landlord's ’s statement of Expenses, give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a licensed CPA firm, or other reasonably qualified third party with expertise in and familiarity with general industry practice with respect to the operation of and accounting for a first class office building, provided said third party’s compensation shall in no way be contingent upon or correspond to the financial savings to Tenant resulting from such review. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, provided, however, that if said audit determines that Expenses for the Building for the year in question were overstated by 5% or more, then Landlord shall reimburse Tenant, within 30 days after receipt of paid invoices from Tenant, for reasonable amounts paid by Tenant to its auditing agent for such audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. Tenant, however, shall always have the right to audit and examine the Expenses for the Base Year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant, provided that if the Term expires before such determination, Landlord shall promptly refund any overpayment to Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidentialconfidential and, as a condition to Tenant’s audit rights, Tenant and its examiners shall be required to execute and deliver to Landlord a confidentiality agreement in form reasonably acceptable to Landlord and Tenant. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Provided Tenant may, within 90 days after receiving Landlord's statement notifies Landlord in accordance with the terms of Expenses, give Landlord written notice ("Review Notice") Paragraph 4.5 above that Tenant intends disputes a statement received from Landlord, Tenant or its CPA (as defined below) shall have the right, at Tenant’s sole cost and expense, provided Tenant utilizes a Certified Public Accountant (the “CPA”) compensated solely on an hourly basis, upon at least thirty (30) days prior notice to Landlord at any time during regular business hours to audit, review and photocopy Landlord's ’s records of the pertaining to Expenses for that the immediately previous calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firmyear only. Tenant shall be solely responsible for all costs, expenses complete the audit and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail present any objection disputed charges to Landlord's , in writing, within six (6) months of receipt of Landlord’s statement of Expenses for that yearpursuant to Paragraph 4.3.1. If Tenant fails to give complete the audit and present any disputed charges to Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described aboveforegoing six (6) month period, then Tenant shall be deemed forfeit any rights to have approved claim a refund, rebate, or return of the Expenses set forth in the statement. If, following Landlord's statement ’s receipt of Expenses the audit and any disputed charges (the “Report Date”), Landlord disputes the findings contained therein, and Landlord and Tenant are not able to resolve their differences within thirty (30) days following the Report Date, the dispute shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, resolved by binding arbitration as follows: Landlord and Tenant shall work together each designate an independent certified public accountant, which shall in good faith to resolve any issues raised in turn jointly select a third independent Certified Public Accountant (the “Third CPA”). The Third CPA, within thirty (30) days of selection, shall, at Tenant's Objection Notice’s sole expense, audit the relevant records and certify the proper amount within. That certification shall be final and conclusive. If Landlord and the Third CPA determines that the amount of Expenses billed to Tenant determine was incorrect, the appropriate party shall pay to the other party the deficiency or overpayment, as applicable, within thirty (30) days following delivery of the Third Party CPA’s decision, without interest. If the audit accurately indicates that Landlord’s determination of Expenses for overstated the calendar year are less than reportedactual Expenses by at least five percent (5%), Landlord shall provide give Tenant with a credit against future monthly Base Rent for an amount equal to the next installment of Rent in the amount reasonable and actual cost of the overpayment audit incurred by TenantTenant (provided that in no event shall such credit exceed $3,000.00). Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records agrees to keep all information thereby obtained by Tenant shall be treated as confidential and to obtain the agreement of its CPA and Third CPA to keep all such information confidential. In no event Tenant shall Tenant be permitted provide a copy of such CPA agreements to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.Landlord promptly upon request. XXXXXX #00000 x00 Xxxxxx Lease

Audit Rights. Tenant may, within 90 180 days after receiving Landlord's statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records with respect to the expenses of operating and maintaining the Building and Property available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 180 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that yearyear (except in case of any change in Expenses sought by Landlord). If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Provided Tenant maynotifies Landlord in accordance with the terms of Paragraph 4(f) above that Tenant disputes a statement received from Landlord, Tenant or its CPA (as defined below) shall have the right, at Tenant’s sole cost and expense, provided Tenant utilizes a Certified Public Accountant (the “CPA”) compensated solely on an hourly basis, upon at least twenty (20) days’ prior notice to Landlord at any time during regular business hours, to audit, review and photocopy Landlord’s records pertaining to Operating Expenses for the immediately previous two (2) calendar years and the Base Year only. Tenant shall complete the audit and present any disputed charges to Landlord, in writing, within 90 days after receiving six months of receipt of Landlord's ’s statement of Expensespursuant to Paragraph 4(d) above. If, give Landlord written notice ("Review Notice") that Tenant intends to review following Landlord's records of the Expenses for that calendar year. Within a reasonable time after ’s receipt of the Review Noticeaudit and any disputed charges (the “Report Date”), Landlord shall make all pertinent records available for inspection that disputes the findings contained therein, and Landlord and Tenant are reasonably necessary for Tenant not able to conduct its review. If any records are maintained at a location other than resolve their differences within thirty (30) days following the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's recordsReport Date, the agent must be with a licensed CPA firm. Tenant dispute shall be solely responsible for all costs, expenses and fees incurred for resolved by the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, “CPA Arbitration” as follows: Landlord and Tenant shall work together each designate an independent certified public accountant, which shall in good faith to resolve any issues raised in turn jointly select a third independent Certified Public Accountant (the “Third CPA”). The Third CPA, within thirty (30) days of selection, shall, at Tenant's Objection Notice’s sole expense, audit the relevant records and certify the proper amount within. That certification shall be final and conclusive. If Landlord and Tenant determine the Third CPA determines that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of Operating Expenses billed to Tenant was incorrect, the overpayment appropriate party shall pay to the other party the deficiency or overpayment, as applicable, within thirty (30) days following delivery of the Third Party CPA’s decision, without interest. Tenant agrees to keep all information thereby obtained by TenantTenant confidential and to obtain the agreement of its CPA and Third CPA to keep all such information confidential. LikewiseTenant shall provide a copy of such CPA agreements to Landlord promptly upon request. Notwithstanding anything herein to the contrary, if the Third CPA determines that Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord overstated the amount of any underpayment within 30 days. The records obtained Operating Expenses by five percent (5%) or more, then Landlord shall reimburse Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement for its reasonable out-of-pocket audit expenses, including the cost of Expenses unless Tenant has paid and continues to pay all Rent when duethe Third CPA.

Audit Rights. Tenant mayTenant, within 90 365 days after receiving Landlord's statement of Expenses, may give Landlord written notice ("Review NoticeREVIEW NOTICE") that Tenant intends to review Landlord's records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection NoticeOBJECTION NOTICE") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 90 day period or fails to provide Landlord with a Review Notice within the 90 365 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and The records obtained by Tenant shall work together in good faith be treated as confidential. In no event shall Tenant be permitted to resolve examine Landlord's records or to dispute any issues raised in Tenant's Objection Noticestatement of Expenses unless Tenant has paid and continues to pay all Rent when due. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent refund in the amount of the overpayment by Tenant. In addition, if Landlord and Tenant determine that Expenses for the calendar year were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for any reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential, except to the extent that such information is used by Tenant to contest Expenses and to the extent Tenant is compelled to disclose such information by court order. In no event EXHIBIT C WORK LETTER This Exhibit is attached to and made a part of the Lease by and between EOP-NORTHWEST PROPERTIES, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY ("Landlord") and EVERGREENBANK, A WASHINGTON CORPORATION ("Tenant") for space in the Building located at 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx. As used in this Workletter, the "Premises" shall Tenant be permitted deemed to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when duemean the Premises, as initially defined in the attached Lease.

Audit Rights. Tenant may, within 90 days after receiving Landlord's statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct and its review. If duly authorized representatives or any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, certified public accountant selected by Tenant shall have the right to give audit the records of Landlord related to Operating Expenses, Real Property Taxes and Assessments with respect to the Base Year or any subsequent calendar year. Any such audit shall be performed, if at all, (i) for the Base Year within thirty (30) months after the delivery of the Reconciliation Statement for the Base Year and (ii) for any subsequent calendar year within one (1) year after receipt of the applicable Reconciliation Statement for such calendar year. Notwithstanding the foregoing, if any audit reveals that Operating Expenses have been overcharged by Landlord for any measurement year, Tenant shall, for a period of one year after receipt of such audit, have the right to audit Operating Expenses, Real Property Taxes and Assessments for all prior years, provided that once either (a) the period for review of the Base Year has passed without an audit or (b) a Base Year audit has been completed and agreed upon, the Base Year shall be deemed fixed and shall not be subject to further adjustment or audit. Any audit hereunder shall be upon not less then ten (10) days’ prior written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement , during normal business hours at management office of Expenses for that yearthe Project or an alternate location designated by Landlord in Orange County, California. Tenant’s audit to be limited to an on-site review of Landlord’s general ledger of accounts and Tenant may photocopy, at Tenant’s expense, Landlord’s ledgers and reasonable documentation supporting Operating Expense items under review. If Tenant’s Percentage of actual Operating Expenses are determined to have been overstated by Landlord for any calendar year in excess of four percent (4%), Landlord shall reimburse Tenant fails for the reasonable cost of Tenant’s audit within thirty (30) days following Tenant’s submission to give Landlord an Objection Notice within of reasonable evidence of the 60 day period amount of such costs. Tenant’s payment of Operating Expenses, Real Property Taxes and Assessments in accordance with Landlord’s Estimate Statements or fails Reconciliation Statements shall not constitute a waiver of any right to provide audit and/or dispute such expenses as set forth herein. Tenant agrees to keep, and to request that its accountant(s) and employees keep, all information revealed by any audit of Landlord’s books and records strictly confidential and not to disclose any such information or permit any such information to be disclosed to anyone other than Landlord, unless compelled to do so by a court of law or in connection with the resolution of any dispute with Landlord with regarding Common Area Expenses. Landlord shall have the right to require that Tenant’s accountants and employees execute reasonable written confidentiality agreements as a Review Notice within condition to reviewing Landlord’s books and records. Regardless of the 90 day period described aboveoutcome of any such audit, if conducted, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with deliver a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount copy of the overpayment by Tenantresults thereof to Landlord. Likewise, if Landlord and In the event that Tenant determine that Expenses for the calendar year are greater than reportedelects to conduct an audit, Tenant shall pay Landlord the amount will not hire an auditor who conducts such audit on a contingency basis or is otherwise compensated based upon a percentage of any underpayment within 30 days. The records obtained by Tenant shall be treated alleged overcharges, discrepancies or errors discovered unless such auditor is a member of a public accounting firm that does not conduct operating expense audits as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when dueits primary business.

Audit Rights. Within one hundred eighty (180) days after Landlord furnishes a statement of actual Tenant Costs for any calendar year (the “Audit Election Period”), Tenant may, at its expense or Landlord’s expense as specified below, elect to audit Tenant Costs for such calendar year only, subject to the following conditions: (i) there is no uncured Event of Default under this Lease; (ii) the audit shall be prepared by an independent certified public accounting firm of reputable local, regional or national standing; (iii) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (iv) the audit shall commence within 90 thirty (30) days after receiving Landlord makes Landlord's statement ’s books and records available in Austin, Texas to Tenant’s auditor and shall conclude within sixty (60) days after commencement; (v) the audit shall be conducted during Landlord’s normal business hours at the location where Landlord makes its books and records available in Austin, Texas, and shall not unreasonably interfere with the conduct of ExpensesLandlord’s business; (vi) Tenant and its accounting firm shall treat any audit in a confidential manner and shall each execute a commercially reasonable confidentiality agreement for Landlord’s benefit prior to commencing the audit; and (vii) the accounting firm’s audit report shall, give at no charge to Landlord, be submitted in draft form for Landlord’s review and comment before the final approved audit report is delivered to Landlord, and any reasonable comments by Landlord written notice shall be incorporated into the final audit report. Landlord shall have a period of ten ("Review Notice"10) that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time days after its receipt of the Review Noticedraft form to review the draft and provide its reasonable written comments, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant if any, to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the recordsTenant. If Tenant retains an agent to review does not receive Landlord's records, ’s reasonable written comments within the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenantten (10) day time period, Tenant shall have no obligation to incorporate Landlord’s comments into the right final audit report. In the event Tenant’s audit discloses overcharges of Tenant Costs made during the prior calendar year which, when totaled, establish that the sum overcharged to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If and paid by Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reportedcovered by such audit exceeds five percent (5%) of the actual (as distinguished from estimated) amount of Tenant’s Proportionate Share of Tenant Costs, Landlord shall provide pay up to $4,000.00 of Tenant’s actual out-of-pocket audit and inspection fees (but specifically excluding any travel and lodging expenses) applicable to the review of Tenant with a Costs for said calendar year within twenty (20) days after receipt of Tenant’s invoice therefor. This paragraph shall not be construed to limit, suspend, or xxxxx Tenant’s obligation to pay Rent when due, including estimated Tenant Costs. Landlord shall credit any overpayment determined by the final approved audit report against the next installment Rent due and owing by Tenant or, if no further Rent is due, refund such overpayment directly to Tenant within thirty (30) days of Rent in the amount of the overpayment by Tenantdetermination. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment determined by the final approved audit report within 30 daysthirty (30) days of determination. The records obtained by foregoing obligations shall survive the expiration or termination of this Lease. If Tenant does not give written notice of its election to audit Tenant Costs during the Audit Election Period, Tenant Costs for the applicable calendar year shall be deemed approved for all purposes, and Tenant shall have no further right to review or contest the same. The right to audit granted hereunder is personal to the Tenant named in this Amendment and to any assignee under a Permitted Transfer (defined below) and shall not be treated as confidentialavailable to any subtenant under a sublease of the Premises. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due6.

Audit Rights. Provided Tenant may, within 90 days after receiving Landlord's statement notifies Landlord in accordance with the terms of Expenses, give Landlord written notice Section ("Review Notice"e) above that Tenant intends disputes a statement received from Landlord, Tenant or its CPA (as defined below) shall have the right, at Tenant’s sole cost and expense, provided Tenant utilizes a Certified Public Accountant (the “CPA”) compensated solely on an hourly basis, upon at least thirty (30) days prior notice to Landlord at any time during regular business hours to audit, review and photocopy Landlord's ’s records of pertaining to the Expenses for that the immediately previous calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firmyear only. Tenant shall be solely responsible for all costs, expenses complete the audit and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail present any objection disputed charges to Landlord's , in writing, within six (6) months of receipt of Landlord’s statement of Expenses for that yearpursuant to Section (c). If Tenant fails to give complete the audit and present any disputed charges to Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, foregoing six (6) month period. Tenant shall be deemed forfeit any rights to have approved claim a refund, rebate, or return of the Expenses set forth in the statement. If, following Landlord's statement ’s receipt of Expenses the audit and any disputed charges (the “Report Date”), Landlord disputes the findings contained therein, and Landlord and Tenant are not able to resolve their differences within thirty (30) days following the Report Date, the dispute shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, resolved by binding arbitration as follows: Landlord and Tenant shall work together each designate an independent certified public accountant, which shall in good faith to resolve any issues raised in turn jointly select a third independent Certified Public Accountant (the “Third CPA”). The Third CPA, within thirty (30) days of selection, shall, at Tenant's Objection Notice’s sole expense, audit the relevant records and certify the proper amount within. That certification shall be final and conclusive. If Landlord and Tenant determine the Third CPA determines that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of Operating Expenses billed to Tenant was incorrect, the overpayment appropriate party shall pay to the other party the deficiency or overpayment, as applicable, within thirty (30) days following delivery of the Third Party CPA’s decision, without interest. Tenant agrees to keep all information thereby obtained by TenantTenant confidential and to obtain the agreement of its CPA and Third CPA to keep all such information confidential. LikewiseTenant shall provide a copy of such CPA agreements to Landlord promptly upon request. Notwithstanding anything herein to the contrary, if the Third CPA determines that Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord overstated the amount of any underpayment within 30 days. The records obtained Expenses by more than seven percent (7%), then Landlord shall reimburse Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement for its reasonable out-of-pocket audit expenses, including the cost of Expenses unless Tenant has paid and continues to pay all Rent when duethe Third CPA.

Audit Rights. Tenant mayor its Certified Public Accountant (the “CPA”) shall have the right, within 90 days after receiving Landlord's statement of Expensesat Tenant’s sole cost and expense, give Landlord provided that Tenant utilizes a CPA, upon at least thirty (30) days’ prior written notice ("Review Notice") that Tenant intends to Landlord at any time during regular business hours to audit, review and photocopy Landlord's ’s records pertaining to Operating Expenses for the immediately previous calendar year of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firmTerm. Tenant shall be solely responsible for all costs, expenses complete the audit and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail present any objection disputed charges to Landlord's statement , in writing, within three (3) months of Expenses for that yearcommencing such audit. If Tenant fails to give complete the audit and present any disputed charges to Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described aboveforegoing three (3) month period, then Tenant shall be deemed forfeit any rights to have approved claim a refund, rebate, or return of the Operating Expenses set forth in the statement. If, following Landlord's statement ’s receipt of Expenses the audit and any disputed charges (the “Report Date”), Landlord disputes the findings contained therein, and Landlord and Tenant are not able to resolve their differences within thirty (30) days following the Report Date, the dispute shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, resolved by binding arbitration as follows: Landlord and Tenant shall work together each designate an independent certified public accountant, which shall in good faith to resolve any issues raised in turn jointly select a third independent Certified Public Accountant (the “Third CPA”). The Third CPA, within thirty (30) days of selection, shall, at Tenant's Objection Notice’s sole expense, audit the relevant records and certify the proper amount within. That certification shall be final and conclusive. If Landlord and Tenant determine the Third CPA determines that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of Operating Expenses billed to Tenant was incorrect, the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant appropriate party shall pay Landlord to the amount other party the deficiency or overpayment, as applicable, within thirty (30) days following delivery of any underpayment within 30 daysthe Third Party CPA’s decision, without interest. The records Tenant agrees to keep all information thereby obtained by Tenant shall be treated as confidential and to obtain the agreement of its CPA and Third CPA to keep all such information confidential. In no event Tenant shall provide a copy of such CPA agreements to Landlord promptly upon request. Notwithstanding anything herein to the contrary, if such certification by the Third CPA indicates that a refund owing Tenant be permitted exceeds the aggregate amount properly payable by Tenant pursuant to examine Landlord's records the terms of this Lease by five percent (5%) or to dispute more, then Landlord shall reimburse Tenant at such time any statement of Expenses unless Tenant has paid and continues to pay all Rent when duereasonable out-of-pocket audit expenses.

Audit Rights. Tenant may, within 90 5.01 Within 60 days after receiving Landlord's ’s statement of Expenses (or, with respect to the Expenses, within 60 days after receiving Landlord’s initial statement of Expenses for the Base Year) (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for the calendar year (or Base Year, as applicable) to which the statement applies, and within 60 days after sending the Review Notice to Landlord (such period is referred to as the “Request for Information Period”), Tenant shall send Landlord a written request identifying, with a reasonable degree of specificity, the information that calendar yearTenant desires to review (the “Request for Information”). Within a reasonable time after Landlord’s receipt of the Review Noticea timely Request for Information and executed Audit Confidentiality Agreement (referenced below), Landlord Landlord, as determined by Landlord, shall forward to Tenant, or make all pertinent records available for inspection on site at such location deemed reasonably appropriate by Landlord, such records (or copies thereof) for the applicable calendar year (or Base Year, as applicable) that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office review of the Building, Tenant may either inspect information appropriately identified in the records at such other location or pay Request for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the auditInformation. Within 60 days after the any particular records are made available to TenantTenant (such period is referred to as the “Objection Period”), Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails year which relates to give Landlord an Objection Notice within the 60 day period or fails records that have been made available to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that yearTenant. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The If Tenant fails to give Landlord an Objection Notice with respect to any records obtained by that have been made available to Tenant prior to expiration of the Objection Period applicable to the records which have been provided to Tenant, Tenant shall be treated as confidential. In no event shall Tenant be permitted deemed to examine have approved Landlord's records or to dispute any ’s statement of Expenses unless with respect to the matters reflected in such records and shall be barred from raising any claims regarding the Expenses relating to such records for that year. If Tenant has paid fails to provide Landlord with a Review Notice prior to expiration of the Review Notice Period or fails to provide Landlord with a Request for Information prior to expiration of the Request for Information Period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and continues to pay all Rent when dueshall be barred from raising any claims regarding the Expenses for that year.

Audit Rights. Tenant mayTenant, within 90 365 days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of o[ the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 90-day period or fails to provide Landlord with a Review Notice within the 90 365-day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.. EXHIBIT C

Audit Rights. Tenant may, within 90 Within one hundred eighty (180) days after receiving Landlord's ’s annual reconciliation statement of ExpensesExpenses (the “Review Notice Period”), Tenant may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for the calendar year to which the statement applies, and identifying, with a reasonable degree of specificity, the information regarding Expenses that calendar yearTenant desires to review (the “Request for Information”). Within a reasonable time after Landlord’s receipt of the Review Noticea timely Request for Information regarding Expenses and executed Audit Confidentiality Agreement (referenced below), Landlord shall make all pertinent forward to Tenant such records available (or copies thereof) of Expenses for inspection the applicable calendar year that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office review of the Building, Tenant may either inspect information regarding Expenses appropriately identified in the records at such other location or pay Request for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the auditInformation. Within 60 ninety (90) days after the any particular records regarding Expenses are made available to TenantTenant (such period is referred to as the “Objection Period”), Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails the year to give Landlord an Objection Notice within which the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that yearrelates. If Tenant provides Landlord with a timely Objection NoticeNotice and the parties agree, Landlord and Tenant shall work together in good faith or it is otherwise determined pursuant to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine arbitration as provided below, that Expenses for the calendar year are less than reported, then Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. LikewiseIf the parties agree, if Landlord and Tenant determine or it is otherwise determined pursuant to arbitration as provided below, that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 thirty (30) days. If Tenant fails to give Landlord an Objection Notice with respect to any records that have been made available to Tenant prior to expiration of the Objection Period applicable to the records which have been provided to Tenant, Tenant shall be deemed to have approved Landlord’s statement of Expenses with respect to the matters reflected in such records and shall be barred from raising any claims regarding the Expenses relating to such records for that year. If Tenant fails to timely provide Landlord with a Review Notice and the Request for Information, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant retains an agent to review Landlord’s records, the agent must be with a reputable and mutually acceptable certified public accounting firm licensed to do business in the Commonwealth of Massachusetts. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, and Tenant shall not directly or indirectly engage such agent or any other party in connection with such review whose compensation or fees are charged in whole or in part on a contingency basis. However, notwithstanding the foregoing, if Landlord and Tenant determine, or if it is otherwise determined pursuant to arbitration as provided below, that Tenant’s Share of Expenses for the calendar year in question were less than Landlord stated in the applicable statement by more than five percent (5%), Landlord, within thirty (30) days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable out-of-pocket costs paid by Tenant in connection with such review by Tenant, up to a maximum of $7,500.00. The records and related information obtained by Tenant shall be treated as confidential, and applicable only to the Building, by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s Auditors”), and, prior to making any records available to Tenant or Tenant’s Auditors, Landlord may require Tenant and Tenant’s Auditors to each execute a confidentiality agreement in a form reasonably provided by Landlord (“Audit Confidentiality Agreement”) in accordance with the foregoing. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.. Tenant shall have the right to make such examination no more than once in respect of each calendar year during the Term. If the parties dispute the results of Tenant’s audit of Landlord’s annual reconciliation statement of Expenses, and if the parties are unable to reach a resolution on an amount that exceeds $5,000.00 in remaining Tenant liability within sixty (60) days after Landlord’s receipt of an Objection Notice, as the case may be, Landlord and Tenant shall designate a certified public accountant (the “Arbiter”) whose determination made in accordance with this paragraph, shall be rendered within sixty (60) days after selection of the Arbiter, and shall be binding upon the parties. The arbitration pursuant to this Section shall be conducted in Boston, Massachusetts, in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the Expedited Procedures of the Commercial Arbitration Rules in effect when the arbitration begins. Tenant shall pay the cost of the Arbiter unless the Arbiter determines that Landlord overstated Expenses by five percent (5%) or more of the actual amounts due, in which event Landlord will pay the costs of the Arbiter and the reasonable costs of Tenant’s audit, up to a maximum of $10,000.00 with respect to the costs of Tenant’s audit, and up to a maximum of $25,000.00 with respect to the costs of the Arbiter. The Arbiter shall be an independent certified public accountant having at least fifteen (15) years of experience in commercial real estate accounting in the downtown Boston, Massachusetts area, and with no ongoing relationship to either party. In rendering its determination, the Arbiter shall be bound by the provisions of this Lease and shall not add to, subtract from or otherwise modify the provisions of the Lease. EXHIBIT C

Audit Rights. Tenant may4.01 Tenant, within 90 ninety (90) days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that the calendar yearyear to which the statement applies and specifying, to the extent reasonably practicable, the respects in which Landlord’s statement is disputed. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located and which is not being compensated by Tenant, in whole or in part, on a contingency basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 ninety (90) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 ninety (90) day period or fails to provide Landlord with a Review Notice within the 90 ninety (90) day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's ’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 thirty (30) days. The Notwithstanding anything to the contrary contained herein, Tenant’s audit rights contained herein are subject to Tenant and its applicable agents first executing and delivering to Landlord Landlord’s standard confidentiality agreement, which provides that any records obtained and information gathered and/or reviewed by Tenant and/or its agents shall be treated as strictly confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. EXHIBIT C WORK LETTER This Exhibit is attached to and made a part of the Lease by and between ONE STAMFORD PLAZA OWNER LLC, a Delaware limited liability company (“Landlord”) and LOXO ONCOLOGY, INC., a Delaware corporation (“Tenant”) for space in the Building located at 000 Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx.

Audit Rights. Tenant may, within 90 days after receiving Landlord's statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after Landlord furnishes its statement of actual Operating Expenses for any calendar year (including the Base Year) (the “Audit Election Period”), Tenant may, at its expense, elect to audit Landlord’s Operating Expenses for such calendar year only, subject to the following conditions: (1) there is no uncured event of default under this Lease; (2) the audit shall be prepared by an independent certified public accounting firm of recognized national standing; (3) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (4) the audit shall commence within 30 days after Landlord makes Landlord’s books and records are made available to Tenant’s auditor and shall conclude within 60 days after commencement; (5) the audit shall be conducted during Landlord’s normal business hours at the location where Landlord maintains its books and records and shall not unreasonably interfere with the conduct of Landlord’s business; (6) Tenant and its accounting firm shall treat any audit in a confidential manner and shall each execute Landlord’s confidentiality agreement for Landlord’s benefit prior to commencing the audit; and (7) the accounting firm’s audit report shall, at no charge to Landlord, be submitted in draft form for Landlord’s review and comment before the final approved audit report is delivered to Landlord, and any reasonable comments by Landlord shall be incorporated into the final audit report. Notwithstanding the foregoing, Tenant shall have the no right to give conduct an audit if Landlord written notice (furnishes to Tenant an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses audit report for the calendar year are less than reportedin question prepared by an independent certified public accounting firm of recognized national standing (whether originally prepared for Landlord or another party). This paragraph shall not be construed to limit, suspend, or xxxxx Tenant’s obligation to pay Rent when due, including estimated Excess Operating Expenses. Landlord shall provide Tenant with a credit any overpayment determined by the final approved audit report against the next installment Rent due and owing by Tenant or, if no further Rent is due, refund such overpayment directly to Tenant within 30 days of Rent in the amount of the overpayment by Tenantdetermination. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment determined by the final approved audit report within 30 daysdays of determination. The records obtained by foregoing obligations shall survive the expiration or termination of this Lease. If Tenant does not give written notice of its election to audit Landlord’s Operating Expenses during the Audit Election Period, Landlord’s Operating Expenses for the applicable calendar year shall be deemed approved for all purposes, and Tenant shall have no further right to review or contest the same. The right to audit granted hereunder is personal to the initial Tenant named in this Lease and to any assignee under a Permitted Transfer (defined below) and shall not be treated as confidential. In no event shall Tenant be permitted available to examine Landlord's records or to dispute any statement subtenant under a sublease of Expenses unless Tenant has paid and continues to pay all Rent when duethe Premises.

Audit Rights. Tenant mayTenant, within 90 thirty (30) days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 thirty (30) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 thirty (30) day period or fails to provide Landlord with a Review Notice within the 90 thirty (30) day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.. EXHIBIT B EXHIBIT C

Audit Rights. Within 90 days after Landlord furnishes its statement of actual Operating Expenses for any calendar year (including the Base Year) (the “Audit Election Period”), Tenant may, within 90 days after receiving Landlord's statement of Expensesat its expense, give Landlord by written notice ("Review “Audit Notice"”) that Tenant intends to review Landlord's records of the , elect to audit Landlord’s Operating Expenses for that such calendar year. Within year only, subject to the following conditions: (1) there is no uncured event of default under this Lease; (2) the audit shall be prepared by an independent certified public accounting firm of recognized national or regional standing; (3) in no event shall any audit be performed by a reasonable time firm retained on a “contingency fee” basis; (4) the audit shall commence within 30 days after receipt of the Review Notice, Landlord makes Landlord’s books and records available to Tenant’s auditor (which Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than do within thirty (30) days after the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying Audit Notice) and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within conclude within 60 days after commencement; (5) the audit shall be conducted during Landlord’s normal business hours at the location where Landlord maintains its books and records are made available (within the United States of America) and shall not unreasonably interfere with the conduct of Landlord’s business; (6) Tenant and its accounting firm shall treat any audit in a confidential manner and shall each execute a commercially reasonable confidentiality agreement for Landlord’s benefit prior to Tenantcommencing the audit; and (7) the accounting firm’s audit report shall, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection at no charge to Landlord's statement of Expenses , be submitted in draft form for that year. If Tenant fails Landlord’s review and comment before the final approved audit report is delivered to give Landlord, and any reasonable and accurate comments by Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed incorporated into the final audit report. This paragraph shall not be construed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that yearlimit, suspend, or xxxxx Tenant’s obligation to pay Rent when due, including estimated Excess Operating Expenses. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit any overpayment determined by the final audit report against the next installment Rent due and owing by Tenant or, if no further Rent is due, refund such overpayment directly to Tenant within 30 days of Rent in the amount of the overpayment by Tenantdetermination. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment determined by the final audit report within 30 daysdays of determination. The records obtained by foregoing obligations shall survive the expiration or termination of this Lease. If Tenant does not give written notice of its election to audit Landlord’s Operating Expenses during the Audit Election Period, Landlord’s Operating Expenses for the applicable calendar year shall be deemed approved for all purposes, and Tenant shall have no further right to review or contest the same. The right to audit granted hereunder is personal to the initial Tenant named in this Lease and to any assignee approved or permitted pursuant to Article 11 below and shall not be treated as confidential. In no event shall Tenant be permitted available to examine Landlord's records or to dispute any statement subtenant under a sublease of Expenses unless Tenant has paid and continues to pay all Rent when duethe Premises.

Audit Rights. Tenant mayTenant, within 90 60 days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, . Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 90 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.. EXHIBIT C

Audit Rights. Every statement given by Landlord pursuant to Section 4.3 shall be conclusive and binding upon Tenant unless within twenty-four (24) months after the receipt of such statement Tenant shall notify Landlord that it disputes the correctness thereof. During the period of twenty-four (24) months after receipt of Landlord’s Statement, Tenant’s advisor, which is not compensated on a contingency basis may, within 90 days after receiving Landlord's statement for the purpose of verifying the Common Area Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's inspect the records of the Expenses material reflected in Landlord’s Statement, including such materials and statements for that calendar year. Within previous years, as applicable, at a reasonable time mutually-agreeable to Landlord and Tenant. The parties recognize the confidential nature of Landlord’s books and records and hence agree that before Landlord shall afford Tenant’s advisor reasonable access to Landlord’s books and records, including the copying of said material in order to complete a thorough analysis of the expenses, Tenant and its advisor shall enter into a confidentiality agreement in form and substance reasonably satisfactory to Landlord, whereby Tenant and its advisor shall agree, as a condition precedent to their review of such books and records, not to disclose any of the information disclosed in connection with such review to any third person or entity (subject to standard nondisclosure exceptions, including without limitation, disclosures ordered by a court or otherwise required to comply with Applicable Laws). Failure of Tenant to challenge any item in Landlord’s Statement within twenty four (24) months after Tenant’s receipt of Landlord’s Statement shall be construed as a waiver of Tenant’s right to challenge such items. In the Review Noticeevent Tenant’s audit of Landlord’s Statement discloses discrepancies, Tenant shall disclose the results of such audit to Landlord. Landlord shall have a period of sixty (60) days to review Tenant’s audit reports and determine if Landlord disputes such reports. If Landlord disputes the results of Tenant’s audit reports, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice of such disputes within such sixty (an "Objection Notice"60) stating in reasonable detail any objection to Landlord's statement of Expenses for that yearday period. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in disagreements resulting from Tenant's Objection Notice’s audit. If Landlord and Tenant cannot resolve such disputes within thirty (30) days of the date Landlord gives notice to Tenant of Landlord’s dispute, either Party may refer the decision of the issues raised, if any, to a reputable, nationally-recognized independent firm of certified public accountants (or other organization whose core competency is deemed to be within this specialty area) selected by Tenant and reasonably approved by Landlord. The selected firm shall be deemed to be acting as an expert and not as an arbitrator, and a determination signed by the selected expert shall be final and binding on both Landlord and Tenant. Landlord shall afford such expert reasonable access to Landlord’s books and records to the extent such expert deems necessary in order to reach their decision, which decision shall be rendered by the expert within thirty (30) days of the date the expert is retained. In connection therewith, Tenant and such expert shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties shall agree not to disclose any of the information disclosed in connection with such review to any third person or entity (subject to standard nondisclosure exceptions, including without limitation, disclosures ordered by a court or otherwise required to comply with Applicable Laws). Notwithstanding the foregoing, in the event Tenant’s advisor shall determine (and such determination is not successfully challenged by Landlord within thirty (30) days following Landlord’s receipt of written notice of such determination), or the expert mutually selected by Landlord and Tenant as provided above shall determine, that Expenses Landlord’s Statement for the calendar subject year are less than reportedor any previous years, if applicable, has overcharged Tenant for Common Area Expenses, then Landlord shall provide refund or credit to Tenant with a credit against the next installment of Rent in the amount of the overpayment overcharge. If such audit shall determine that Landlord has overstated actual Common Area Expenses by Tenant. Likewisemore than five percent (5%), Landlord shall, in addition, reimburse Tenant for the reasonable out-of-pocket expenses incurred by Tenant in connection with such audit (including the out of pocket costs of retaining its advisor) and, if Landlord and Tenant applicable, expert review. If such audit and, if applicable, expert review, shall determine that (1) Landlord has not overstated actual Common Area Expenses, or (2) has overstated actual Common Area Expenses for the calendar year are greater by less than reportedfive percent (5%) then, Tenant shall pay Landlord the amount costs of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records or to dispute any statement such audit (including the out of Expenses unless Tenant has paid and continues to pay all Rent when duepocket costs of retaining its advisor) and, if applicable, the expert review.

Audit Rights. Tenant mayTenant, within 90 365 days after receiving Landlord's ’s statement of Expenses, may give Landlord written notice ("“Review Notice"”) that Tenant intends to review Landlord's ’s records of the Expenses for that the calendar yearyear to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office of for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's ’s records, the agent must be with a CPA firm licensed CPA firmto do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "“Objection Notice"”) stating in reasonable detail any objection to Landlord's ’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 90 day period or fails to provide Landlord with a Review Notice within the 90 365 day period described above, Tenant shall be deemed to have approved Landlord's ’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's ’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.. EXHIBIT C

Audit Rights. Tenant may, within 90 Within ninety (90) days after receiving Landlord's statement of Expenses, give Landlord written notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to TenantExpense Statement or Landlord's Tax Statement, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to audit, at Landlord's statement office located in the San Francisco Bay Area, at Tenant's expense, Landlord's accounts and records relating to Expenses and Real Estate Taxes. Such audit shall be conducted by an independent certified public accountant approved by Landlord, which approval shall not be unreasonably withheld so long as such accountant is not being paid on a contingency fee or similar basis. If such audit reveals that Landlord has overcharged Tenant, Tenant shall notify Landlord within one hundred twenty (120) days after the date the applicable Landlord's Expense Statement or Landlord's Tax Statement was received by Tenant. Landlord may dispute such audit by arbitration pursuant to Paragraph 41 [Arbitration of Disputes]. If Landlord does not dispute such amount, or if Tenant prevails in any such arbitration, the amount overcharged shall be paid to Tenant within thirty (30) days thereafter, together with interest thereon at the "prime rate" of interest announced by the WALL STREET JOURNAL for Xxxxx Fargo Bank (or, if Xxxxx Fargo Bank ceases to exist, by another bank mutually acceptable to Landlord and Tenant), from the date Landlord's Expense Statement or Landlord's Tax Statement, as applicable, was delivered to Tenant until payment of the overcharge is made to Tenant. In addition, if Landlord's Expense Statement or Landlord's Tax Statement, as applicable, exceeds the actual Expenses for that yearand Real Estate Taxes which should have been charged to Tenant by more than five percent (5%), the cost of the audit shall be paid by Landlord. If Tenant fails to give Landlord an Objection Notice object to any Landlord's Expense Statement or Landlord's Tax Statement within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described aboveone hundred twenty (120) days after receipt thereof, Tenant such statement shall be deemed to have approved Landlord's statement of Expenses final and shall not be barred from raising subject to any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Noticeaudit, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord's records challenge or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when dueadjustment.