Common use of Audit Rights Clause in Contracts

Audit Rights. Tenant, within 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 the calendar 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 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 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. 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 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 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.

Audit Rights. TenantDuring each calendar quarter in which Royalties are due under Agreement and for a minimum of 18 months following the calendar quarter to which such records pertain, within 365 Coronado shall maintain, and shall require its Affiliates to maintain, books and records, consistent with sound business and accounting practices and in such form and in such detail as to enable the Revogenex, through an independent certified public accountant, to verify compliance with Applicable Law and the terms of this Agreement and any related agreement, including the amounts payable and other costs and financial information associated with Coronado’s duties under this Agreement. Upon the prior written request of Revogenex made at least 45 days after receiving Landlordin advance, but not more than once in each calendar year, the Coronado shall permit an independent certified public accounting firm selected by the Revogenex to have access, during normal business hours, to such of its records as may be reasonably necessary to verify the accuracy of payments, reports and the like made to Revogenex with respect to any calendar year ending not more than three (3) years prior to Revogenex’s statement request. Coronado shall provide reasonable cooperation with such accounting firm and shall not charge Revogenex for such cooperation. The accounting firm shall be bound by obligations of Expenses, confidentiality and may give Landlord written notice (“Review Notice”) that Tenant intends disclose Revogenex only whether the records are correct or not and the specific details concerning any discrepancies; otherwise the accounting firm shall be prohibited from disclosing any information obtained or generated in connection with such review to review Landlord’s records any other Person. All audit materials and reports shall be held in confidence and not used for any purpose except for enforcing this Agreement. Prompt adjustment shall be made for any errors disclosed by such examination. If said audit reveals underpayments or other material record-keeping errors in excess of 5% of the Expenses for amount actually due hereunder with respect to the calendar year to which the statement applies. Within a reasonable time after in question, Coronado will pay all costs associated with such audit or will reimburse Revogenex for all costs associated with such audit within 30 days of receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its reviewnotice setting forth such costs. If any records are maintained at a location other than the management office 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 to do business in the state or commonwealth where the Property is located. Tenant Any underpayment shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 paid to Revogenex within 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 statement of 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 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 report that identifies such 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 dueunderpayment.

Audit Rights. TenantTenant may, within 365 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 the that calendar year to which the statement appliesyear. 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 for 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 licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 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 90 60 day period or fails to provide Landlord with a Review Notice within the 365 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. TenantTenant may, within 365 one hundred eighty (180) days after receiving Landlord’s statement of ExpensesOperating Expenses or Taxes, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for the that calendar year to which and, if Tenant so chooses, the statement appliesCalendar 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 , including the records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location previous calendar year or pay base year 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 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 auditcomparison. Within 90 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 statement of Operating Expenses or Taxes for that yearthe years under review. 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 365 day period described above, 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 yearyear if Tenant fails to give Landlord an Objection Notice within the 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 applicable 180 day period described above. 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. 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 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, within 365 60 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 the calendar 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 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 to do business in the state or commonwealth where the Property is locatedlocated 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 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 90 day period or fails to provide Landlord with a Review Notice within the 365 60 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, within 365 sixty (60) 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 the calendar 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 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 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, 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 90 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 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 365 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, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord Upon thirty (30) days’ written notice and not more frequently than once in any twelve month period, the Trusts or their designee may, subject to BNY Mellon’s reasonable security and confidentiality requirements, inspect and/or conduct site visits to (“Review Notice”i) review and assess relevant independent SOC 1 audits provided by BNY Mellon evaluating BNY Mellon’s processes and controls for procedures relevant to the services, (ii) review and assess summaries of BNY Mellon’s or a BNY Mellon Affiliate’s disaster recovery and business continuity plans, and (iii) review and assess BNY Mellon’s or a BNY Mellon Affiliate’s compliance with this Agreement including, without limitation, the assessment of fees and possible overpricing and overcharging and the allocation of income and proceeds to the Funds. BNY Mellon agrees to cooperate with the Trust’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably disrupt BNY Mellon’s ability to provide services to other clients in the course of its normal business. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the Trust unless certain exemption criteria are met. Any adjustments and/or payments that Tenant intends must be made as a result of any such audit or inspection of BNY Mellon’s invoices and/or records, including for any overpricing or overcharging by BNY Mellon, shall be made within a reasonable amount of time (not to review Landlord’s records exceed 90 days) from presentation of the Expenses Fund’s findings to BNY Mellon. BNY Mellon shall not be entitled to reimbursement or repayment by a Trust, a Fund or its affiliate for the calendar year any costs or expenses incurred as a result of their efforts to which the statement appliescomply with obligations under this Section 22. Within a reasonable time after receipt of the Review Notice, Landlord BNY Mellon shall make all pertinent not be required to provide access to any systems or data or records available for inspection that are reasonably necessary for Tenant not directly related to conduct its review. If any records are maintained at a location other than the management office for provision of services to the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying Funds and shipping the records. 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. 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 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 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 such reviews include any systems, data or other information relating to other clients of BNY Mellon or any proprietary or confidential information of BNY Mellon or require BNY Mellon to disclose any information that would or might result in the waiver of any attorney-client privilege or other confidentiality privilege. Any such review shall not unreasonably disrupt the BNY Mellon’s ability to provide services to other clients in the course of its normal business. The Funds and their internal and external professional advisors shall be permitted required to examine Landlordcomply with BNY Mellon’s records or reasonable security requirements. Upon BNY Mellon’s reasonable request, prior to dispute any statement access to BNY Mellon’s personnel, agents, consultants, contractors, subcontractors, data, facilities and systems, each such person shall be required to sign a confidentiality agreement with BNY Mellon that requires such person to meet the reasonable confidentiality requirements of Expenses unless Tenant has paid and continues to pay all Rent when dueBNY Mellon.

Audit Rights. TenantTenant may, within 365 90 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 the that calendar year to which the statement appliesyear. 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 for 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 licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 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 90 60 day period or fails to provide Landlord with a Review Notice within the 365 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, within 365 Not later than 120 days after of receiving Landlord’s statement of ExpensesOperating Cost Statement, Tenant may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses Operating Costs for the calendar year 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 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 to do business in the state or commonwealth where the Property is locatedState. Tenant shall be is solely responsible for all costs, expenses and fees incurred for the audit. 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 Expenses Operating Cost Statement for that yearLease Year. If Tenant fails to give Landlord an Objection Notice within the 90 90-day period or fails to provide Landlord with a Review Notice within the 365 120-day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses 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 records or to dispute any statement of Expenses Operating Cost Statement unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 days after receiving If Tenant desires to audit Landlord’s statement determination of Expensesthe actual amount of Tenant’s Share of Expenses for any calendar year, may give 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 (“Review Notice”but not any subtenant) that Tenant intends may, at Tenant’s sole cost and expense, cause a reputable certified public accountant or other appropriate, reputable professional to review audit Landlord’s records of the Expenses for the calendar year relating to which the statement appliessuch amounts. 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 Such audit will take place during regular business hours at a time and place reasonably acceptable to Landlord (which may be the location other than where Landlord or Property Manager maintains the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the applicable records). If Tenant retains an agent Tenant’s election to review audit Landlord’s records, determination of Tenant’s Share of Expenses is deemed withdrawn unless Tenant completes and delivers the agent must be with a CPA firm licensed audit report 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. Within Landlord within 90 days after 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 failure to make its records are made relating to Tenant’s Share of Expenses 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, unless Landlord reasonably contests the audit by delivering written notice of such dispute to Tenant within 60 days after Landlord’s receipt of the audit report from Tenant, Landlord will refund the excess amount to Tenant, together with interest on the excess amount (computed at the Maximum Rate from the date Tenant shall have the right to give Landlord written delivers its dispute notice (an “Objection Notice”) stating in reasonable detail any objection 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 Tenant’s statement Share of Expenses was less than the amount this Article 3 obligates Tenant to pay, Tenant will pay to Landlord, as Additional Rent, the 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 Section 3.1. In addition, if Tenant’s audit discloses that Landlord overcharged Tenant for that yearTenant’s Share of Expenses by more than 5%, then Landlord will pay Tenant’s reasonable, third party out-of-pocket costs for the audit, not to exceed 10% of the overcharged amount. 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 365 day period described aboverequested by Landlord, Tenant shall be deemed will execute a reasonable and customary confidentiality agreement prior to have approved Landlordconducting any audit of Tenant’s statement Share of Expenses and shall be barred from raising any claims regarding the Expenses for that yearExpenses. If Landlord timely disputes any audit report of Tenant provides Landlord with a timely Objection Noticeas aforesaid, 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, within 365 Within 60 days after receiving Landlord’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 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 Tenant 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 reviewreview of the information appropriately identified in the Request for Information. Within 60 days after any particular records are made available to Tenant (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 statement of Expenses and/or Common Area Expenses for that year 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 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 are maintained at a location other than that have been made available to Tenant prior to expiration of the management office for Objection Period applicable to the Buildingrecords which have been provided to Tenant, Tenant may either inspect 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 at and shall be barred from raising any claims regarding the Expenses and/or Common Area Expenses relating to such other location records for that year. If Tenant fails to provide Landlord with a Review Notice prior to expiration of the Review Notice Period or pay fails to provide Landlord with a Request for Information prior to expiration of the reasonable cost Request for Information Period described above, Tenant shall be deemed to have approved Landlord’s statement of copying Expenses and/or Common Area Expenses and shipping shall be barred from raising any claims regarding the recordsExpenses 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. Within 90 days after , and the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating fees charged cannot be based 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 90 day period whole or fails to provide Landlord with in part on a Review Notice within the 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 dayscontingency 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 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.

Audit Rights. Tenant, within 365 Within 60 days after receiving 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 statement 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 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, may if no further Rent is due, refund such overpayment directly to Tenant within 30 days of determination. Likewise, Tenant shall pay Landlord any underpayment determined by the final approved audit report within 30 days of determination. The foregoing obligations shall survive the expiration or termination of this Lease. If Tenant does not give Landlord written notice (“Review Notice”) that 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 intends 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 available to any subtenant under a sublease of the Premises. If the audit proves that Landlord’s records calculation of the Operating Expenses for the calendar year under inspection was overstated by more than five percent (5%), then, after verification, Landlord shall pay Tenant’s actual reasonable out-of-pocket audit and inspection fees (but specifically excluding any travel and lodging expenses) applicable to which the review of said calendar year statement applies. Within a reasonable time within 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 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 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. 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 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 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 dueinvoice therefor.

Audit Rights. TenantTenant may, within 365 90 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 and Taxes for that year’s statement of Expenses. For purposes of clarity, Tenant shall have the calendar one time right each year of the term to which the statement appliesreview 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 management office for 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 licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 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 90 60 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, period. 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 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 records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 one hundred twenty (120) 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 the calendar year 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 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 or another qualified professional licensed to do business in the state Commonwealth of Massachusetts; provided, however, that no examiner or commonwealth where the Property is locatedagent 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 90 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 for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day ninety- (90)-day period or fails to provide Landlord with a Review Notice within the 365 day one hundred twenty (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. 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. 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. TenantLender 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 365 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, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar 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 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 management office 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 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 such audit. Within 90 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 90 day period or fails to provide Landlord with a Review Notice within the 365 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, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) Provided that Tenant intends timely 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 of the pertaining to Expenses for the calendar year immediately preceding Computation Year only (and the Base Year, but as to which the statement applies. Within a reasonable Base Year, only one (1) time after receipt of during the Review NoticeTerm), Landlord shall make all pertinent records available for inspection that are and only to the extent reasonably necessary for Tenant to conduct its reviewevaluate the Expense Claim. If any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost The inspection of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent records must be with a CPA firm licensed to do completed within ten (10) 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 90 days after the such 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 Landlordmonths after Tenant’s statement 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 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described abovesaid six (6) month period, Tenant shall be deemed forfeit any right to have approved 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 statement of Expenses 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 NoticeExpense 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, At the request of Tenant at any time within 365 one hundred twenty (120) days after receiving Landlord delivers (i) Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records Operating Expenses and Taxes or (ii) any Landlord statement of the Expenses for the calendar 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 Additional Rent due from Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location (including electricity charges under Section 2.7 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 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. Within 90 days after the records are made available overtime HVAC charges under Section 4.1.1(c)) to Tenant, Tenant (at Tenant’s expense) shall have the right to give examine Landlord’s books and records applicable to Landlord’s Operating Expenses and Taxes or other applicable Additional Rent charge. Such right to examine the records shall be exercisable: (a) upon reasonable advance notice to Landlord written notice and at reasonable times during Landlord’s business hours; (an “Objection Notice”b) stating in reasonable detail any objection to only during the 120-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 90 day period or fails to provide Landlord with a Review Notice within the 365 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 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 the Expenses for that yearTenant to Landlord given within two (2) months after Landlord makes such books and records available to Tenant pursuant to this Section 2.6.6. 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 all costs of the 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 which event Landlord shall reimburse Tenant the amount actual and reasonable cost of such audit, not to exceed $3,000. In any underpayment within 30 days. The records obtained event any audit of Landlord’s Operating Expenses and Taxes shall be conducted by an independent certified public accountant employed or retained by Tenant shall be treated as confidentialor an auditing firm reasonably 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 books and records, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement in form reasonably acceptable to Landlord and Tenant 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 due.maintain confidentiality. EAST\66392481.7

Audit Rights. Tenant, within 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 the calendar 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 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 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. 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 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 90 day period or fails to provide Landlord with a Review Notice within the 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.

Audit Rights. Tenant, within 365 Within ninety (90) 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 the calendar 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 for the Building, Tenant may either inspect the records at such other location Landlord's Expense Statement 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 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. Within 90 days after the records are made available to Tenant's Tax Statement, Tenant shall have the right to give audit, at Landlord's 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 written notice has overcharged Tenant, Tenant shall notify Landlord within one hundred twenty (an “Objection Notice”120) stating 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 reasonable detail any objection 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 statement '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 90 day period or fails to provide Landlord with a Review Notice within the 365 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. TenantTenant may, within 365 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 the that calendar year to which the statement appliesyear. 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 for 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 licensed firm. Landlord agrees that Tenant may retain a third party agent to do business 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 state operation of and accounting for a first class office building and whose compensation shall in no way be contingent upon or commonwealth where correspond to the Property is locatedfinancial impact on Tenant resulting from the review. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 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 90 60 day period or fails to provide Landlord with a Review Notice within the 365 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. 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 's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 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 the that calendar 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 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 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. 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 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 90 day period or fails to provide Landlord with a Review Notice within the 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.

Audit Rights. Landlord shall have the right up to twice per annum (provided, however, such limitation shall apply if Landlord finds a material discrepancy in Tenant's books of account and records during its previous inspection and/or audit), within 365 days after receiving Landlord’s statement upon at least fifteen (15) days' reasonable advance written notice, to inspect and audit all of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s the books of account and records of Tenant (including the Expenses for the calendar year books of account and records of any subtenant, licensee or concessionaire) required to which the statement appliesbe 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 management office for the Buildingaccuracy of Tenant'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 CPA firm licensed to do business then, 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 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 addition to Landlord’s statement of 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 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's aforesaid 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. Provided Tenant notifies 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 365 days after receiving six months of receipt of Landlord’s statement pursuant to Paragraph (c) of Expensesthis Paragraph 4. If, may give Landlord written notice (“Review Notice”) that Tenant intends to review following Landlord’s records of the Expenses for the calendar year to which the statement applies. Within a reasonable time after 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 management office 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 recordsReport Date, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant dispute shall be solely responsible for all costs, expenses and fees incurred for the audit. 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 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 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, 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 Noticesole 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. TenantTenant may, within 365 90 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 the calendar year to which that is the statement appliessubject 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 management office for 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 licensed to do business in the state or commonwealth where the Property is locatedfirm. 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 90 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 statement of Expenses and Taxes for that year. If Tenant fails to give Landlord an Objection Notice within the 90 60-day period or fails to provide Landlord with a Review Notice within the 365 90-day period described above, Tenant shall be deemed to have approved Landlord’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 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 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, within 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 the calendar year 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 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 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. 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 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 90 day period or fails to provide Landlord with a Review Notice within the 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. {QuinStreet, Inc. -6-00004264.} May 30, 2003 Matter ID Number: 7329 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. 1. Landlord shall perform improvements to the Premises in accordance with the plans prepared by API Design, Inc. dated May 28, 2003 (the “Plans”), which are attached hereto as Exhibit C-1. The improvements to be performed by Landlord in accordance with the Plans are hereinafter referred to as the “Landlord Work.” It is agreed that construction of the Landlord Work will be completed at Landlord’s sole cost and expense (subject to the terms of Section 2 below) using Building standard methods, materials and finishes, which standards are attached hereto as Exhibit C-2. If any finishes or materials specified in the Landlord Work are or become unavailable or have long lead times that would delay Landlord’s completion of the Landlord Work, Landlord and Tenant shall work together in good faith to select alternative finishes or materials to allow Landlord to complete the Landlord Work in a timely manner. Landlord shall enter into a direct contract for the Landlord Work with Venture Builders as general contractor. In addition, Landlord shall have the right to select and/or approve of any subcontractors used in connection with the Landlord Work. Landlord’s supervision or performance of any work for or on behalf of Tenant shall not be deemed a representation by Landlord that such Plans or the revisions thereto comply with applicable insurance requirements, building codes, ordinances, laws or regulations, or that the improvements constructed in accordance with the Plans and any revisions thereto will be adequate for Tenant’s use, it being agreed that Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s furniture, appliances and equipment). 2. If Tenant shall request any revisions to the Plans, Landlord shall have such revisions prepared at Tenant’s sole cost and expense and Tenant shall reimburse Landlord for the cost of preparing any such revisions to the Plans, plus any applicable state sales or use tax thereon, upon demand. Promptly upon completion of the revisions, Landlord shall notify Tenant in writing of the increased cost in the Landlord Work, if any, resulting from such revisions to the Plans. Tenant, within one Business Day, shall notify Landlord in writing whether it desires to proceed with such revisions. In the absence of such written authorization, Landlord shall have the option to continue work on the Premises disregarding the requested revision. Tenant shall be responsible for any Tenant Delay in completion of the Premises resulting from any revision to the Plans. . If such revisions result in an increase in the cost of Landlord Work, such increased costs, plus any applicable state sales or use tax thereon, shall be payable by Tenant upon demand. Notwithstanding anything herein to the contrary, all revisions to the Plans shall be subject to the approval of Landlord. 3. In addition to the Landlord Work, Landlord shall construct a shower facility on the 5th floor of the East Tower, as more fully described in those certain Plans prepared by API Design, Inc. dated May 13, 2003 (the “Shower Facility”) at Landlord’s sole cost and expense using Building Standard methods, materials and finishes. Landlord shall enter into a direct contract for the Landlord Work with Venture Builders as general contractor. In addition, Landlord shall have the right to select and/or approve of any subcontractors used in connection with the Landlord Work. Landlord shall use reasonable efforts to complete the Shower Facility by November 1, 2003, but any delay in the completion of the Shower Facility or inconvenience suffered by Tenant during the construction of the Shower Facility shall not delay the Commencement Date nor shall it subject Landlord to any liability for any loss or damage resulting therefrom or entitle Tenant to any credit, abatement or adjustment of Rent or other sums payable under the Lease. 4. This Work Letter shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease. {QuinStreet, Inc. -6-00004264.} May 30, 2003 Matter ID Number: 7329 {QuinStreet, Inc. -5-00004264.} May 29, 2003 Matter ID Number: 7329 C1 CARPET MFG: XXXXXXX PAINT MFG: ICI STYLE: CYBERWEAVE P1 GENERAL COLOR: SWISS COFFEE COLOR: SILVER XXXX NUMBER: 2012 NUMBER: W019-3770 C2 CARPET MFG: XXXXXXX PAINT MFG: ICI STYLE: CAMDEN P2 ACCENT COLOR: AMISH LINEN COLOR: EARTH MNERAL NUMBER: 563 NUMBER: W310-3887 C2 CARPET MFG: XXXXXXX MFG: ICI STYLE: SPECTRUM II PAINT COLOR: ABBEY CREAM COLOR: FAWN P3 ACCENT NUMBER: 484 NUMBER: B5117-862 WEIGHT: 36 OZ. RT1 MFG: XXXXXXXXX MFG: NEVAMAR RESILIENT STYLE: STONETEX EXCELON LP1 LAMINATED STYLE: TEMPERA TEXTURED TILE COLOR: SANDSTONE TAN PLASTIC COLOR: OCHRE NUMBER: 52143 NUMBER: TM–2–IT SIZE: 12” X 12” RB1 MFG: XXXXX MFG: NEVAMAR RESILIENT STYLE: 4” TOPSET LP2 LAMINATED STYLE: SHIBORI TEXTURED BASE COLOR: BEIGE PLASTIC COLOR: MAIZE NUMBER: 203 NUMBER: SH–2–2T {QuinStreet, Inc. -5-00004264.} May 30, 2003 Matter ID Number: 7329 May 27, 2003 Xx. Xxxxx Xxxxxxxx Equity Office Properties 2929 Campus Drive, Suite 125 San Mateo, CA 94403 Dear Xxxxx: We are pleased to submit the Budget Price for QuinStreet at the 8th floor of 1000 Xxxx Xxxxxxxxx Xxxxxxxxx. This pricing is based on a space plans dated May 6, 2003 and are further qualified as follows: 1. Price includes: a) One time lobby/elevator protection b) Barricades/Traffic control c) General Labor d) Concrete pad on roof. 1. Price includes: a) All millwork is figured to be plastic laminate. b) Break Room Upper and lower cabinets with countertop. c) Coffee Bar Upper and lower cabinets with countertop. d) Copy/mail/Storage upper and lower cabinets with countertop. e) Phone Room counters 1. Price includes: a) All wood doors to be flush plain sliced white maple with a clear finish.

Audit Rights. TenantTenant may, within 365 90 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 the that calendar year to which the statement appliesyear. 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 for 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 licensed to do business in the state or commonwealth where the Property is locatedfirm. 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 90 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 statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 60 day period or fails to provide Landlord with a Review Notice within the 365 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. 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. 1. The capitalized terms used in this Parking Agreement shall have the same definitions as set forth in the Lease to the extent that such capitalized terms are defined therein and not redefined in this Parking Agreement. In the event of any conflict between the Lease and this Parking Agreement, the latter shall control. 2. Landlord hereby grants to Tenant and persons designated by Tenant a license to use non-reserved parking spaces at a ratio of 3 spaces per 1,000 square feet (totaling 248 non-reserved parking spaces once all Commencement Dates have occurred) and 0 reserved parking spaces in the parking facility servicing the Building (“Parking Facility”). The term of such license shall commence on the Commencement Date under the Lease and shall continue until the earlier to occur of the Termination Date under the Lease, the sooner termination of the Lease, or Tenant’s abandonment of the Premises thereunder. During the term of this license, Tenant shall pay Landlord the prevailing monthly charges established from time to time for parking in the Parking Facility, payable in advance, with Tenant’s payment of monthly Base Rent. The initial charge for such parking spaces is $0.00 per non-reserved parking pass, per month, and $N/A per reserved parking pass, per month. No deductions from the monthly charge shall be made for days on which the Parking Facility is not used by Tenant. Tenant may, from time to time request additional parking spaces, and if Landlord shall provide the same, such parking spaces shall be provided and used on a month-to-month basis, and otherwise on the foregoing terms and provisions, and at such prevailing monthly parking charges as shall be established from time to time. 3. Tenant shall at all times comply with all applicable ordinances, rules, regulations, codes, laws, statutes and requirements of all federal, state, county and municipal governmental bodies or their subdivisions respecting the use of the Parking Facility. Landlord reserves the right to adopt, modify and enforce reasonable rules (“Rules”) governing the use of the Parking Facility from time to time including any key-card, sticker or other identification or entrance system and hours of operation. The Rules set forth herein are currently in effect. Landlord may refuse to permit any person who violates such Rules to park in the Parking Facility, and any violation of the Rules shall subject the car to removal from the Parking Facility. 4. Unless specified to the contrary above, the parking spaces hereunder shall be provided on a non-designated “first-come, first-served” basis. Tenant acknowledges that Landlord has no liability for claims arising through acts or omissions of any independent operator of the Parking Facility. Landlord shall have no liability whatsoever for any damage to items located in the Parking Facility, nor for any personal injuries or death arising out of any matter relating to the Parking Facility, and in all events, Tenant agrees to look first to its insurance carrier and to require that Tenant’s employees look first to their respective insurance carriers for payment of any losses sustained in connection with any use of the Parking Facility. Tenant hereby waives on behalf of its insurance carriers all rights of subrogation against Landlord or Landlord’s agents. Landlord reserves the right to assign specific parking spaces, and to reserve parking spaces for visitors, small cars, handicapped persons and for other tenants, guests of tenants or other parties, which assignment and reservation or spaces may be relocated as determined by Landlord from time to time, and Tenant and persons designated by Tenant hereunder shall not park in any location designated for such assigned or reserved parking spaces. Tenant acknowledges that the Parking Facility may be closed entirely or in part in order to make repairs or perform maintenance services, or to alter, modify, re-stripe or renovate the Parking Facility, or if required by casualty, strike, condemnation, act of God, governmental law or requirement or other reason beyond the operator’s reasonable control. In such event, Landlord shall refund any prepaid parking fee hereunder, prorated on a per diem basis. 5. If Tenant shall default under this Parking Agreement, the operator shall have the right to remove from the Parking Facility any vehicles hereunder which shall have been involved or shall have been owned or driven by parties involved in causing such default, without liability therefor whatsoever. In addition, if Tenant shall default under this Parking Agreement, Landlord shall have the right to cancel this Parking Agreement on 10 days’ written notice, unless within such 10 day period, Tenant cures such default. If Tenant defaults with respect to the same term or condition under this Parking Agreement more than 3 times during any 12 month period, and Landlord notifies Tenant thereof promptly after each such default, the next default of such term or condition during the succeeding 12 month period, shall, at Landlord’s election, constitute an incurable default. Such cancellation right shall be cumulative and in addition to any other rights or remedies available to Landlord at law or equity, or provided under the Lease (all of which rights and remedies under the Lease are hereby incorporated herein, as though fully set forth). Any default by Tenant under the Lease shall be a default under this Parking Agreement, and any default under this Parking Agreement shall be a default under the Lease.

Audit Rights. TenantMobility agrees to make and maintain such books, within 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 the calendar 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 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 mutually agreeable resolution of the management office for 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 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. Within 90 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 90 day period or fails to provide Landlord with a Review Notice within the 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 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, within 365 120 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 the calendar 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 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 (or other nationally recognized lease auditing 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, but in no event shall the firm performing such audit be compensated on a percentage basis. 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 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 365 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. 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.

Audit Rights. Tenant, within 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 the calendar 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 or its review. If any records are maintained at a location other than the management office 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 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. Within 90 days after the records are made available to Tenant, Tenant representative shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to 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 to Tenant of an itemized statement of Expenses for that yearOperating Expenses. 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 365 day period described abovetimely exercises such examination right, Tenant then such reconciliation shall be deemed considered final and accepted by Tenant unless Tenant notifies Landlord of any objections to have approved said reconciliation within thirty (30) days after its examination of Landlord’s statement of Expenses book and shall be barred from raising any claims regarding the Expenses for that yearrecords. 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 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, within 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 the that calendar 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 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 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. 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 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 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.

Audit Rights. Tenant, within 365 Within one hundred eighty (180) days after receiving Landlord furnishes a statement of actual Tenant Costs for any calendar year (the “Audit Election Period”), Tenant may, at its expense or Landlord’s statement 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 ExpensesDefault under this Lease; (ii) the audit shall be prepared by an independent certified public accounting firm of reputable local, may give 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 thirty (30) days after Landlord written notice makes Landlord’s books and records available in Austin, Texas to Tenant’s auditor and shall conclude within sixty (“Review Notice”60) that 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 Landlord’s business; (vi) Tenant intends 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, 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. Landlord shall have a period of ten (10) days after its receipt of the draft form to review the draft and provide its reasonable written comments, if any, to Tenant. If Tenant does not receive Landlord’s records reasonable written comments within the ten (10) day time period, Tenant shall have no obligation to incorporate Landlord’s comments into the final audit report. In the event Tenant’s audit discloses overcharges of Tenant Costs made during the Expenses prior calendar year which, when totaled, establish that the sum overcharged to and paid by Tenant for the calendar year covered 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 pay up to which $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 statement applies. Within a reasonable time review of Tenant Costs for said calendar year within twenty (20) days after receipt of the Review NoticeTenant’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 make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If credit any records are maintained at a location other than overpayment determined by the management office 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 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. 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 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 365 day period described above, Tenant shall be deemed to have final 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 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 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, At the request of Tenant at any time within 365 ninety (90) days after receiving Landlord delivers Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses for the calendar 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 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 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. Within 90 days after the records are made available Taxes to Tenant, Tenant (at Tenant’s expense) shall have the right to give examine Landlord’s books and records applicable to Landlord’s Operating Expenses and Taxes. Such right to examine the records shall be exercisable: (a) upon reasonable advance notice to Landlord written notice and at reasonable times during Landlord’s business hours; (an “Objection Notice”b) stating in reasonable detail any objection to 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 90 day period or fails to provide Landlord with a Review Notice within the 365 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 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 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, within 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 the calendar 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 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 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. Within 90 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 of its intention to examine and audit such books and records, and such examination and audit shall take place at such place within the continental United States as Landlord routinely maintains such books and records, unless Landlord elects to have such examination and audit take place in another location designated by Landlord in the city and state in which the Property is located. Any such audit shall be conducted by a certified public accountant, and all costs of the examination and audit shall be borne by Tenant; provided, however, that if such examination and audit establishes that the actual Operating Expenses for the Operating Year in question are less than the 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 credit the amount of overpayment against subsequent obligations of Tenant with respect to Operating Expenses (or promptly refund such overpayment if the Term of this Lease has ended and Tenant has no further obligation to Landlord); but, if the payments made by Tenant for such Operating Year are less than Tenant’s required payment as established by the examination and audit, Tenant shall pay the deficiency to Landlord within thirty (30) days after conclusion of the examination and audit, and the obligation to make such payment for any period within the Term shall survive expiration of the Term. Tenant shall be 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 not be permitted to engage an “Objection Notice”) stating in reasonable detail 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 books and records for any objection Operating Year within the time period provided for by this paragraph, Tenant shall have no further right to challenge Landlord’s statement of 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 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 dueOperating Expenses.

Audit Rights. Tenant, within 365 Not later than 120 days after of receiving Landlord’s statement of ExpensesOperating Cost Statement, Tenant may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses Operating Costs for the calendar year 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 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 to do business in the state State. No audit may be conducted wholly or commonwealth where the Property is locatedpartially 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 90 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 Operating Cost Statement for that yearLease Year. If Tenant fails to give Landlord an Objection Notice within the 90 90-day period or fails to provide Landlord with a Review Notice within the 365 120-day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses 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 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, within 365 days after receiving Landlord’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 records of the Expenses for the that calendar year to which the statement appliesapplies 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 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 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. 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 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 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 Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 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.

Audit Rights. Tenant, within 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 the calendar 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 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 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. 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 's statement of 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 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-LA JOLLA CENTRE LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord") and ADMINISTRATION FOR INTERNATIONAL CREDIT & INVESTMENT, INC., a Oregon corporation ("Tenant") for space in the Building located at 9255 Towne Center Drive, San Dxxxx, Xxxxxxxxxx, xxxxxxxx xxxxx xx Xx Xxxxx Xentre II. Intentionally omitted. EXHIBIT D COMMENCEMENT LETTER Intentionally omitted. EXHIBIT E BUILDING RULES AND REGULATIONS The following rules and regulations shall apply, where applicable, to the Premises, the Building, the parking facilities (if any), the Property and the appurtenances. In the event of a conflict between the following rules and regulations and the remainder of the terms of the Lease, the remainder of the terms of the Lease shall control. Capitalized terms have the same meaning as defined in the Lease. 1. Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be obstructed by Tenant or used by Tenant for any purpose other than ingress and egress to and from the Premises. No rubbish, litter, trash, or material shall be placed, emptied, or thrown in those areas. At no time shall Tenant permit Tenant's employees to loiter in Common Areas or elsewhere about the Building or Property. 2. Plumbing fixtures and appliances shall be used only for the purposes for which designed, and no sweepings, rubbish, rags or other unsuitable material shall be thrown or placed in the fixtures or appliances. 3. No signs, advertisements or notices shall be painted or affixed to windows, doors or other parts of the Building, except those of such color, size, style and in such places as are first approved in writing by Landlord. All tenant identification and suite numbers at the entrance to the Premises shall be installed by Landlord, at Tenant's cost and expense, using the standard graphics for the Building. Except in connection with the hanging of lightweight pictures and wall decorations, no nails, hooks or screws shall be inserted into any part of the Premises or Building except by the Building maintenance personnel without Landlord's prior approval, which approval shall not be unreasonably withheld. 4. Landlord may provide and maintain in the first floor (main lobby) of the Building an alphabetical directory board or other directory device listing tenants, and no other directory shall be permitted unless previously consented to by Landlord in writing. 5. Tenant shall not place any lock(s) on any door in the Premises or Building without Landlord's prior written consent, which consent shall not be unreasonably withheld, and Landlord shall have the right to retain at all times and to use keys or other access codes or devices to all locks within and into the Premises. A reasonable number of keys to the locks on the entry doors in the Premises shall be furnished by Landlord to Tenant at Tenant's cost, and Tenant shall not make any duplicate keys. All keys shall be returned to Landlord at the expiration or early termination of this Lease. 6. All contractors, contractor's representatives and installation technicians performing work in the Building shall be subject to Landlord's prior approval, which approval shall not be unreasonably withheld, and shall be required to comply with Landlord's standard rules, regulations, policies and procedures, which may be revised from time to time. 7. Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by Tenant of merchandise or materials requiring the use of elevators, stairways, lobby areas or loading dock areas, shall be restricted to hours reasonably designated by Landlord. Tenant shall obtain Landlord's prior approval by providing a detailed listing of the activity. If approved by Landlord, the activity shall be under the supervision of Landlord and performed in the manner required by Landlord. Tenant shall assume all risk for damage to articles moved and injury to any persons resulting from the activity. If equipment, property, or personnel of Landlord or of any other party is damaged or injured as a result of or in connection with the activity, Tenant shall be solely liable for any resulting damage or loss. 8. Landlord shall have the right to approve the weight, size, or location of heavy equipment or articles in and about the Premises, which approval shall not be unreasonably withheld. Damage to the Building by the installation, maintenance, operation, existence or removal of Tenant's Property shall be repaired at Tenant's sole expense. 9. Corridor doors, when not in use, shall be kept closed. 10. Tenant shall not: (1) make or permit any improper, objectionable or unpleasant noises or odors in the Building, or otherwise interfere in any way with other tenants or persons having business with them; (2) solicit business or distribute, or cause to be distributed, in any portion of the Building, handbills, promotional materials or other advertising; or (3) conduct or permit other activities in the Building that might, in Landlord's sole opinion, constitute a nuisance. 11. No animals, except those assisting handicapped persons, shall be brought into the Building or kept in or about the Premises. 12. No inflammable, explosive or dangerous fluids or substances shall be used or kept by Tenant in the Premises, Building or about the Property, except for those substances as are typically found in similar premises used for general office purposes and are being used by Tenant in a safe manner and in accordance with all applicable Laws, rules and regulations.. Tenant shall not, without Landlord's prior written consent, use, store, install, spill, remove, release or dispose of, within or about the Premises or any other portion of the Property, any asbestos-containing materials or any solid, liquid or gaseous material now or subsequently considered toxic or hazardous under the provisions of 42 U.S.C. Section 9601 et seq. or any other applicable environmental Laws which may now or later be in effect. Tenant shall comply with all Laws pertaining to and governing the use of these materials by Tenant, and shall remain solely liable for the costs of abatement and removal. 13. Tenant shall not use or occupy the Premises in any manner or for any purpose which might injure the reputation or impair the present or future value of the Premises or the Building. Tenant shall not use, or permit any part of the Premises to be used, for lodging, sleeping or for any illegal purpose. 14. Tenant shall not take any action which would violate Landlord's labor contracts or which would cause a work stoppage, picketing, labor disruption or dispute, or interfere with Landlord's or any other tenant's or occupant's business or with the rights and privileges of any person lawfully in the Building ("Labor Disruption"). Tenant shall take the actions necessary to resolve the Labor Disruption, and shall have pickets removed and, at the request of Landlord, immediately terminate any work in the Premises that gave rise to the Labor Disruption, until Landlord gives its written consent for the work to resume. Tenant shall have no claim for damages against Landlord or any of the Landlord Related Parties, nor shall the Commencement Date of the Term be extended as a result of the above actions. 15. Tenant shall not install, operate or maintain in the Premises or in any other area of the Building, electrical equipment that would overload the electrical system beyond its capacity for proper, efficient and safe operation as determined solely by Landlord. Tenant shall not furnish cooling or heating to the Premises, including, without limitation, the use of electronic or gas heating devices, without Landlord's prior written consent. Tenant shall not use more than its proportionate share of telephone lines and other telecommunication facilities available to service the Building. 16. Tenant shall not operate or permit to be operated a coin or token operated vending machine or similar device (including, without limitation, telephones, lockers, toilets, scales, amusement devices and machines for sale of beverages, foods, candy, cigarettes and other goods), except for machines for the exclusive use of Tenant's employees and invitees. 17. Bicycles and other vehicles are not permitted inside the Building or on the walkways outside the Building, except in areas designated by Landlord. 18. Landlord may from time to time adopt systems and procedures for the security and safety of the Building, its occupants, entry, use and contents. Tenant, its agents, employees, contractors, guests and invitees shall comply with Landlord's systems and procedures. 19. Landlord shall have the right to prohibit the use of the name of the Building or any other publicity by Tenant that in Landlord's sole opinion may impair the reputation of the Building or its desirability. Upon written notice from Landlord, Tenant shall refrain from and discontinue such publicity immediately. 20. Neither Tenant nor its agents, employees, contractors, guests or invitees shall smoke or permit smoking in the Common Areas, unless the Common Areas have been declared a designated smoking area by Landlord, nor shall the above parties allow smoke from the Premises to emanate into the Common Areas or any other part of the Building. Landlord shall have the right to designate the Building (including the Premises) as a non-smoking building. 21. Landlord shall have the right to designate and approve standard window coverings for the Premises and to establish rules to assure that the Building presents a uniform exterior appearance. Tenant shall ensure, to the extent reasonably practicable, that window coverings are closed on windows in the Premises while they are exposed to the direct rays of the sun. 22. Deliveries to and from the Premises shall be made only at the times, in the areas and through the entrances and exits reasonably designated by Landlord. Tenant shall not make deliveries to or from the Premises in a manner that might interfere with the use by any other tenant of its premises or of the Common Areas, any pedestrian use, or any use which is inconsistent with good business practice. 23. The work of cleaning personnel shall not be hindered by Tenant after 5:30 P.M., and cleaning work may be done at any time when the offices are vacant. Windows, doors and fixtures may be cleaned at any time. Tenant shall provide adequate waste and rubbish receptacles to prevent unreasonable hardship to the cleaning service.

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expensesany Year End Statement, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the statement such Year End 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 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 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. Except as otherwise provided in this Section 4 below, Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. 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 Expenses the Year End Statement 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 Building for the year in question were less or more than stated, then either Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment, or Tenant shall pay Landlord the amount of the underpayment within 30 days, as the case may be. 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 the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. 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 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; provided, however, that Tenant may use such records as reasonably necessary to complete its review as provided above and to enforce its rights hereunder. 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. TenantTenant may, within 365 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 the that calendar year to which the statement appliesyear. 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 for 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 licensed to do business in the state or commonwealth where the Property is locatedfirm. 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 90 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 90 60 day period or fails to provide Landlord with a Review Notice within the 365 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. TenantTenant may, within 365 days eight (8) months after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review audit Landlord’s records of the either or both of Expenses or Taxes for the that calendar year to which the statement appliesyear. Within a reasonable time (not to exceed twenty (20) days) after receipt of the Review Notice, Landlord shall make all pertinent records relating the Expenses or Taxes for the applicable year subject to the audit available to Tenant or its auditors for inspection that are reasonably necessary for Tenant to conduct its reviewinspection. If any records are maintained at a location other than the management office for 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 licensed or a third party agent to do business 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 state operation of and accounting for a first class office building and, in either case, such CPA’s or commonwealth where third party agent’s compensation shall in no way be contingent upon or correspond to the Property is locatedfinancial impact on Tenant resulting from the audit. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 120 days after the last of 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 or Taxes, as the case may be, for that year. If Tenant fails to give Landlord an Objection Notice within the 90 120 day period or fails to provide Landlord with a Review Notice within the 365 day eight (8) month period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and Taxes and shall be barred from raising any claims regarding the Expenses for that year; provided, however, if it is determined during any audit that Landlord recovered from Tenant an amount that should have been properly excluded from Expenses, and Landlord recovered the same or similar expenses from Tenant in a prior year during the Term, Tenant shall be entitled to receive a refund of such amounts for the same Expenses collected for up to two (2) prior years. 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 or Taxes for the calendar year are less than reported, Landlord shall provide reimburse Tenant with a credit against the next installment of Rent in for the amount of the overpayment by TenantTenant within thirty (30) days after such determination. 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 daysdays after such determination. 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 during any period when there is an uncured Event of Default under Section XIX.A. (Monetary Default) of this Lease. Tenant has paid and continues shall continue to pay all Base Rent when dueand Additional Rent during any audit periods. While Tenant shall bear the cost of any audit conducted for or by it, Landlord shall reimburse Tenant for such cost, together with interest thereon at the Prime Rate, not to exceed $20,000.00, if such audit shall establish that either actual Expenses or Taxes, as the case may be, for the applicable audit year have been overstated by five percent (5%) or more.

Audit Rights. Tenant, within 365 Within ninety (90) days after receiving Landlord’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 records of the Expenses for the calendar year 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 Information 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 review of the management office 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 to do business information identified in the state or commonwealth where the Property is located. Tenant shall be solely responsible Request for all costs, expenses and fees incurred for the auditInformation. Within 90 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 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 90 day period or fails to provide Landlord with a Review Notice within the 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 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 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 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.

Audit Rights. TenantTenant may, within 365 90 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 the that calendar year to which the statement appliesyear. 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 for 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 licensed to do business in the state or commonwealth where the Property is locatedfirm. 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 90 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 90 60 day period or fails to provide Landlord with a Review Notice within the 365 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, within 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 the calendar 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 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 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 of Tenant’s costs, expenses and fees incurred for the audit. Within 90 days after However, notwithstanding 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 90 day period or fails to provide Landlord with a Review Notice within the 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. Likewiseforegoing, if Landlord and Tenant determine that Expenses for the calendar Building for the year are greater in question were less than reportedstated by more than 5%, Tenant shall pay Landlord the amount of any underpayment Landlord, within 30 days. The records obtained days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid 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.third parties in connection with such review by

Audit Rights. Tenant, within 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 the that calendar 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 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 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. 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 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 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. 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 in not in monetary Default (including, without limitation payment of all Rent) beyond applicable notice and cure periods. 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, within 365 Within 60 days after receiving Landlord’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 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 Tenant 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 review of the management office 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 to do business information appropriately identified in the state or commonwealth where the Property is located. Tenant shall be solely responsible Request for all costs, expenses and fees incurred for the auditInformation. Within 90 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 statement of Expenses for that year. If Tenant fails year which relates to give Landlord an Objection Notice within the 90 day period or fails records that have been made available to provide Landlord with a Review Notice within the 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 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 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 records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 one hundred twenty (120) 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 the calendar 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 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 management office 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 may not be with an examiner of Tenant who is being paid by Tenant on a CPA firm licensed to do business in the state or commonwealth where the Property is locatedcontingent fee basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the auditaudit except as set forth below. Within 90 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 for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day ninety-(90)-day period or fails to provide Landlord with a Review Notice within the 365 day one hundred twenty-(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. 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. TenantTenant may, within 365 120 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 the that calendar year to which the statement appliesyear. 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 for 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 licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 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 90 60 day period or fails to provide Landlord with a Review Notice within the 365 120 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 '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 's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 Within one hundred twenty (120) days after receiving Landlord’s detailed statement of ExpensesExpenses and/or Taxes (or, with respect to the Base Year Expenses or Taxes, within one hundred twenty (120) days after receiving Landlord’s initial detailed statement of Expenses or Taxes 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 records of the Expenses for the calendar year and/or Taxes for the Fiscal 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 Tenant 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 shall forward to Tenant, or make all pertinent records available for inspection on site at such location in a major U.S. city, such records (or copies thereof) for the applicable calendar year (or Base Year, as applicable) that are reasonably necessary for Tenant or Tenant’s agent to conduct its review. If any records are maintained at a location other than review of the management office 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 to do business information appropriately identified in the state or commonwealth where the Property is located. Tenant shall be solely responsible Request for all costs, expenses and fees incurred for the auditInformation. Within 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 statement of Expenses or Taxes for that year. If Tenant fails year which relates to give Landlord an Objection Notice within the 90 day period or fails records that have been made available to provide Landlord with a Review Notice within the 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 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 Objection Notice. If Landlord and Tenant determine that Expenses or Taxes for the calendar applicable year are less than reportedreported (or if Tenant’s Pro Rata Share of Expenses or the Taxes Allocable to the Premises has been incorrectly determined), Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by TenantTenant (continuing monthly until Tenant has been credited the full amount of the overpayment). Likewise, if Landlord and Tenant determine that Expenses or Taxes for the calendar applicable 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 the 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. In the event Landlord’s calculation of the Expenses or Taxes for any year (or Tenant’s Pro Rata Share of Expenses or the Taxes Allocable to the Premises) is overstated in excess of five percent (5%), Landlord shall also reimburse Tenant for all reasonable costs in its review of the supporting documentation, including accountants’ and attorneys’ fees. Tenant shall have no right whatsoever to dispute by judicial proceeding or otherwise the accuracy of any statement, unless Tenant provides written notice to Landlord within the time period set forth above disputing the compilation of cost as prepared by Landlord and Landlord and Tenant are unable to resolve such dispute within sixty (60) days of such notice, in which event either party may refer the claim to an independent accounting firm (the “IAC”) reasonably acceptable to both Landlord and Tenant on terms that are mutually agreeable. The decision of the IAC shall be conclusive and binding on both parties including the allocation of costs to be reimbursed by the parties as decided by the IAC. Should Landlord and Tenant be unable to agree on an IAC and the terms of engagement of same within thirty (30) days of the initial presentation to Landlord, then either party may so notify the President of the Boston Bar Association (or such organization as may succeed to said Boston Bar Association) and request him or her to designate an IAC and request that such designation be made within ten (10) days of such notice. 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. Subject to reimbursement to the extent noted above, Tenant shall initially be solely responsible for all costs, expenses and fees incurred for the audit, which fees 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 records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. 4.01 Tenant, within 365 ninety (90) 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 the calendar year to which the statement appliesapplies 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 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 to do business in the state or commonwealth where the Property is locatedlocated 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 90 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 for that year. If Tenant fails to give Landlord an Objection Notice within the 90 ninety (90) day period or fails to provide Landlord with a Review Notice within the 365 ninety (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. 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 records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. TenantTenant may, within 365 90 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 the that calendar year to which the statement appliesyear. 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 for 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 licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 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 90 60 day period or fails to provide Landlord with a Review Notice within the 365 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 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 records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 days after receiving Landlord’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 records of the Expenses for the that calendar year to which the statement appliesapplies 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 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 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. 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 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 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 Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 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 EOP-PENINSULA OFFICE PARK, L.L.C., a Delaware limited liability company ("Landlord") and NETSUITE, INC., a California corporation ("Tenant") for space in the Building commonly known as Peninsula Office Park Building 9 located at 0000 Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx. As used in this Work Letter, the “Premises” shall be deemed to mean Suite 200.

Audit Rights. In the event of any dispute as to the amount of Tenant’s Proportionate Share of Operating Costs and Real Property Taxes, within 365 days after receiving Landlord’s statement of ExpensesTenant may, may give Landlord by prior written notice (“Review Audit Notice”) that Tenant intends to review given within ninety (90) days following receipt of a Landlord’s reconciliation statement (“Audit Period”), audit Landlord’s accounting records of with respect to Operating Expenses and Real Property Taxes relative to the Expenses for the calendar year to which such statement relates. The audit shall be conducted by Txxxxx, or an accounting firm engaged by Txxxxx and reasonably satisfactory to Landlord (billing hourly and not on a contingency fee basis) (“Third Party Auditor”), and shall be conducted at the statement appliesoffice of Landlord at which its records are kept or, at Landlord’s election, the office of Landlord’s property manager (if any). Within a The audit shall be conducted at reasonable time after receipt times during normal business hours. In no event will Landlord or its property manager be required to (i) photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not already in existence, (iii) incur any costs or expenses relative to such inspection, or (iv) perform any other tasks other than making available such accounting records as aforesaid. Neither Tenant nor its auditor may leave the office of Landlord with originals of any materials supplied by Landlord. Tenant must pay Tenant’s Proportionate Share of Operating Costs and Real Property Taxes when due pursuant to the terms of this Lease and may not withhold payment of Operating Costs, Real Property Taxes or any other Rent pending results of the Review audit or during a dispute regarding Operating Costs and Real Property Taxes. The audit must be completed within ninety (90) days of the date of Tenant’s Audit Notice and the results of such audit shall be delivered to Landlord within forty-five (45) days of the date of Tenant’s Audit 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 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 does not substantially comply with any of the aforementioned time frames, then the Landlord’s recordsstatement will be conclusively binding on Tenant. If such audit or review correctly reveals that Landlord has overcharged Tenant, 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. Within 90 then within thirty (30) days after the records results of such audit are made available to Landlord, the amount of such overcharge shall be deducted from the installments of Tenant’s Share of Operating Costs and Real Property Taxes next becoming due. If the audit reveals that Txxxxx was undercharged, then within thirty (30) days after the results of the audit are made available to Tenant, Tenant shall have the right Txxxxx agrees 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 90 day period or fails to provide Landlord with a Review Notice within the 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 reimburse Landlord the amount of any underpayment within 30 dayssuch undercharge. The records obtained by Tenant shall be treated as agrees to keep the results of the audit confidential and will cause its agents, employees and contractors to keep such results confidential. In no event shall To that end, Landlord may require Tenant be permitted and its auditor to examine execute a commercially reasonable confidentiality agreement provided by Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. TenantTenant may, within 365 days 18 months after receiving Landlord’s 's reasonably detailed statement of Expenses, may give Landlord written notice (“"Review Notice”") that Tenant intends to review Landlord’s 's records of the Expenses for the that calendar year to which the statement appliesyear. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that at one of Landlord's management offices located in the San Jose, Santa Clara, Mountain Viex, Xxmpbell geographic area, whicx xxxxxxs are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for 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 audit Landlord’s 's records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is locatedCalifornia and not paid on a contingency basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, 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 third parties in connection with such review by Tenant. 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. 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 's statement of 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 365 day 18 month 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. If Tenant provides Landlord with a timely Review Notice, commences an audit and if the audit 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 the overpayment by Tenant. 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. The records obtained by Tenant pursuant to this Section IV.E 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. TenantTenant may, within 365 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 the that calendar year to which the statement appliesyear. 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 for 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 licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 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 90 60 day period or fails to provide Landlord with a Review Notice within the 365 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. TenantTenant may, within 365 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 the that calendar year to which the statement appliesyear. 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 for 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 licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 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 90 60 day period or fails to provide Landlord with a Review Notice within the 365 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 (or refund if such Expenses adjustment is made after the termination of this Lease with respect to any calendar year of the Term of this Lease for which Tenant has paid Tenant's Pro Rata Share of Expenses) 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, within 365 days after receiving Landlordat Tenant’s statement of Expensessole cost and expense, may give Landlord shall have the right upon fifteen (15) days’ prior written notice to Landlord (“a “ Review Notice”), to be given only within one hundred twenty (120) that days after Tenant intends receives Landlord’s determination of Tenant’s actual ultimate liability for any Additional Rent charges under this Lease for any particular year, to review Landlord’s books and records relating to such determination for such year with respect to any specific charge or charges disputed in writing by Tenant, subject to the following terms and provisions: (a) no review shall be conducted at any time that an Event of the Expenses Default exists; (b) any review shall be conducted only by accountants employed by Tenant on an hourly or fixed fee basis, and not on a contingency fee basis; and (c) Tenant shall not review Landlord’s books and records relating to a specific Additional Rent Charge more than one (1) time for the calendar year to which the statement appliesany year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection Tenant acknowledges that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office 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 Tenant’s right to review Landlord’s records, books and records with respect to Additional Rent for the agent must be preceding year is for the exclusive purpose of determining whether Landlord has complied with a CPA firm licensed the terms of this Lease with respect to do business in the state or commonwealth where the Property is locatedAdditional Rent. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 have sixty (60) days after Tenant’s Review Notice to complete Tenant’s review of Landlord’s books and records concerning Additional Rent charges at Landlord’s accounting office. During its review, Tenant agrees to request, in writing, all pertinent documents relating to the review. If in Landlord’s possession or control, Landlord will provide such documents to Tenant within ten (10) days after Landlord’s receipt of Tenant’s written request and Tenant shall not remove such records are made available to Tenantfrom Landlord’s accounting office, but Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlordmake copies of the relevant documents at Tenant’s statement of Expenses for that yearsole cost and expense. 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 365 day period described above, Tenant shall be deemed deliver to have approved LandlordLandlord a copy of the results of such review within fifteen (15) days after receipt by Tenant. The nature and content of any review are strictly confidential. Tenant shall not disclose the confidential information obtained from the review to any other person or entity, except to Tenant’s statement accountants, consultants, and attorneys or as required by court order. In the event Tenant’s review shall disclose that Landlord has overstated Tenant’s actual liability for Additional Rent charges under this Lease for such year by three percent (3%) or more and Tenant has paid such overstated amounts, then Landlord shall promptly pay for the reasonable costs of Expenses the review, not to exceed $7,500.00, 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 overpayment against the Rent next due from Tenant (or return the overpayment by Tenant. Likewise, to Tenant if Landlord and Tenant determine that Expenses for discovered after the calendar year are greater than reported, Tenant shall pay Landlord expiration or termination of 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 dueTerm).

Audit Rights. Tenant, within 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 the calendar 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 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 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. 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 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 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 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.

Audit Rights. Tenant, within 365 Within 60 days after receiving Landlord’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 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 Tenant 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 review of the management office information appropriately identified in the Request for Information and to substantiate the Building, Tenant may either inspect validity of the records at such other location or pay for Expenses set forth in 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 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 auditstatement. Within 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 statement of Expenses for that year. If Tenant fails year which relates to give Landlord an Objection Notice within the 90 day period or fails records that have been made available to provide Landlord with a Review Notice within the 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 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 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 records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 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 the that calendar 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 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 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. 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 therefore from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. 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 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 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.

Audit Rights. TenantTenant may, within 365 180 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 the that calendar year to which the statement appliesyear. 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 for of the BuildingCampus, 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 licensed firm. Notwithstanding the foregoing, Landlord agrees that Tenant may retain a third party agent to do business 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 state operation of and accounting for a first class office building and whose, compensation shall in no way be contingent upon or commonwealth where correspond to the Property is locatedfinancial impact on Tenant resulting from the review. 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 90 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 90 60 day period or fails to provide Landlord with a Review Notice within the 365 180 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 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 , except to the extent required by law, legal process between the parties in connection with Tenant’s audit of Expenses, and provided that such information may be shared by Tenant with Tenant’s lenders, investment brokers, advisors, accountants and attorneys to the extent reasonably necessary for the conduct of Tenant’s business, provided that Tenant shall use commercially reasonable efforts to cause such parties to keep such information 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, within 365 5.01 Within 60 days after receiving Landlord’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 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 Tenant 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 review of the management office 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 to do business information appropriately identified in the state or commonwealth where the Property is located. Tenant shall be solely responsible Request for all costs, expenses and fees incurred for the auditInformation. Within 90 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 statement of Expenses for that year. If Tenant fails year which relates to give Landlord an Objection Notice within the 90 day period or fails records that have been made available to provide Landlord with a Review Notice within the 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 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 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. 5.02 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 records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 Within sixty (60) days after receiving Landlord’s statement of ExpensesExpenses (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 records of the Expenses for the calendar year to which the statement applies, and within sixty (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 Tenant 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 that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than review of the management office 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 to do business information appropriately identified in the state or commonwealth where the Property is located. Tenant shall be solely responsible Request for all costs, expenses and fees incurred for the auditInformation. Within 90 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 Landlord’s statement of Expenses for that year. If Tenant fails year which relates to give Landlord an Objection Notice within the 90 day period or fails records that have been made available to provide Landlord with a Review Notice within the 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 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 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. 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 of Illinois. 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 records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. TenantTenant may, within 365 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 the that calendar year to which the statement appliesyear. 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 for 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 licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the 9 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 90 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 90 60 day period or fails to provide Landlord with a Review Notice within the 365 90 day period described above, absent fraud by Landlord, 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 (or if this Lease has terminated, payment of the differential 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 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, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends X. Xxx must allow the Diversion Authority and its designees to review Landlordand audit Aon’s financial documents and records relating to this Agreement. Upon finalization of the Expenses for audit, the calendar year Diversion Authority will submit to which the statement applies. Within Aon a reasonable time after receipt Notice of Audit Results and a copy of the Review Noticeaudit report, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant which may supplement or modify any tentative findings verbally communicated to conduct its review. If any records are maintained Aon at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost completion 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 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. . B. Within 90 sixty (60) days after the records are date of the Notice of Audit Results, Aon will respond, in writing, to the Diversion Authority indicating (a) whether it concurs with the audit report, (b) clearly explaining the nature and basis for any disagreement as to a disallowed item of expense, and (c) providing a written explanation as to any questioned or no opinion expressed item of expense (“Response”). The Response will be clearly stated and will provide any supporting documentation necessary to resolve any disagreement or questioned or no opinion expressed item of expense. Where the documentation is voluminous, Aon may supply appropriate excerpts and make alternate arrangements to conveniently and reasonably make that documentation available for review by the Diversion Authority. The Response will refer to and apply the language of this Agreement. Aon agrees that failure to submit a Response within the sixty (60) day period constitutes agreement with any disallowance of an item or expense and authorizes the Diversion Authority to finally disallow any items of questioned or no opinion expressed cost. C. The Diversion Authority will make its decision with regard to any Notice of Audit Results and Response within one hundred twenty (120) days after the date of the Notice of Audit Results. If the Diversion Authority determines that an overpayment has been made available to TenantAon, Tenant shall have Aon will repay the amount to the Diversion Authority or reach an agreement with the Diversion Authority on a repayment schedule within thirty (30) days after the date of an invoice from the Diversion Authority. If Aon fails to repay the overpayment or reach an agreement with the Diversion Authority on a repayment schedule within the thirty (30) day period, Aon agrees that the Diversion Authority will deduct all or a portion of the overpayment from any funds then or thereafter payable by the Diversion Authority to Aon for this project. Interest will be assessed on any partial payments or repayment schedules based on the unpaid balance at the end of each month until the balance is paid in full. The assessment of interest will begin thirty (30) days from the date of the invoice. The rate of interest will be the interest rate on judgments in North Dakota as calculated by the state court administrator pursuant to N.D.C.C. § 28-20-34. The rate of interest will be reviewed annually by the Diversion Authority and adjusted as necessary. Aon expressly consents to this withholding or offsetting of funds under those circumstances, reserving the right to give Landlord written notice (an “Objection Notice”) stating file a lawsuit to contest the Diversion Authority’s decision only as to any item of expense the disallowance of which was disputed by Aon 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 90 day period or fails to provide Landlord with a Review Notice within the 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 duetimely-filed Response.

Audit Rights. TenantTenant may, within 365 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 the that calendar year to which the statement appliesyear. 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 for 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 's records, the agent must be with a licensed CPA firm licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 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 90 60 day period or fails to provide Landlord with a Review Notice within the 365 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. 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 's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 Within 90 days after receiving Landlord’s statement of Expenses (or, with respect to the Base Year Expenses, within 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 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 Tenant 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 review of the management office 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 to do business information appropriately identified in the state or commonwealth where the Property is located. Tenant shall be solely responsible Request for all costs, expenses and fees incurred for the auditInformation. Within 90 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 statement of Expenses for that year. If Tenant fails year which relates to give Landlord an Objection Notice within the 90 day period or fails records that have been made available to provide Landlord with a Review Notice within the 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 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 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 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 (not to exceed $10,000.00). 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 reasonable confidentiality agreement (“Audit Confidentiality Agreement”) in accordance with the foregoing. 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. This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between XX-000 XXXXXX XXXXXX OWNER, L.L.C., a Delaware limited liability company (“Landlord”), and IRONWOOD PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”), for space in the Building located at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. Capitalized terms used but not defined herein shall have the meanings given in the Lease. 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, within 365 90 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 the calendar 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 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 to do business in the state or commonwealth where the B-3 Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. 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 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 365 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. Provided Tenant notifies 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 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 365 days after receiving six months of receipt of Landlord’s statement of Expensespursuant to Paragraph 4(c) above. If, may give Landlord written notice (“Review Notice”) that Tenant intends to review following Landlord’s records of the Expenses for the calendar year to which the statement applies. Within a reasonable time after 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 management office 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 recordsReport Date, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant dispute shall be solely responsible for all costs, expenses and fees incurred for the audit. 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 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 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, 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 Noticesole 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. If the Third CPA determines that the actual amount of Operating Expenses paid by Tenant. LikewiseTenant during the period covered by such statement (“Expense Period”) exceeds the amount properly payable by Tenant hereunder during such Expense Period by an amount greater than five percent (5%) of the actual Operating Expenses properly chargeable to Tenant during such Expense Period, if then Landlord and Tenant determine that Expenses shall pay for the calendar year are greater than reportedcost of the CPA and the Third CPA. In all other cases, Tenant shall pay Landlord for the amount cost of any underpayment within 30 daysthe Third CPA. 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. Tenant4.01 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 365 one hundred twenty (120) days after receiving Landlord’s statement of Expenses's Statement, may give Landlord written notice (“"Review Notice”") that Tenant intends to review Landlord’s 's records of the Expenses and/or Taxes for the that calendar year to which the statement appliesyear. 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 for 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 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 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 90 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 Statement for that the relevant year. If Tenant fails to give Landlord an Objection Notice within the 90 ninety (90) day period or fails to provide Landlord with a Review Notice within the 365 one hundred twenty (120) day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses 's 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 '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 's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. 4.02 If Landlord and Tenant, working together in good faith, are unable within thirty (30) days following Landlord's receipt of a timely Objection Notice from Tenant to resolve the discrepancy between Landlord's Statement and Tenant's review and/or audit ("Discrepancy"), either party, by written notice (the "Arbitration Notice") to the other within ten (10) Business Days after the expiration of such thirty (30) day period, shall have the right to have the Discrepancy determined by binding arbitration in accordance with the procedures set forth below. If Landlord and Tenant cannot agree upon the resolution of the Discrepancy and neither party elects to invoke its right of arbitration, Tenant's Objection Notice shall be deemed to be null and void and of no further force and effect. If the right of arbitration is invoked, Landlord and Tenant, within ten (10) Business Days after the date of the Arbitration Notice, shall each simultaneously submit to the other, in a sealed envelope, its good faith analysis and resolution of the Discrepancy (collectively referred to as the "Proposed Discrepancy Resolutions"). If the higher of such Proposed Discrepancy Resolutions is not more than one hundred five percent (105%) of the lower of such Proposed Discrepancy Resolutions, then the resolution of the Discrepancy shall be the average of the two Proposed Discrepancy Resolutions. If the Discrepancy is not resolved by the exchange of the proposed Discrepancy Resolutions, Landlord and Tenant, within seven (7) days of the exchange of the Proposed Discrepancy Resolutions, shall select as an arbitrator a mutually acceptable licensed CPA firm with experience in and familiarity with general industry practice with respect to the operation of and accounting for a first class office building in Portland, Oregon, and whose compensation shall in no way be contingent upon or correspond to the financing impact on Landlord or Tenant resulting from the review and/or audit. If the parties cannot agree on an arbitrator, then within a second period of seven (7) days, each shall select an independent licensed CPA firm meeting the aforementioned criteria, and within a third period of seven (7) days, the two appointed licensed CPA firms shall select a third licensed CPA firm meeting the aforementioned criteria, and the third licensed CPA firm shall determine the resolution of the Discrepancy. If one party shall fail to make such an appointment within said second seven (7) day period, then the licensed CPA firm chosen by the other party shall be the sole arbitrator. If the two appointed licensed CPA firms are unable to agree upon such third licensed CPA firm, then either party, on behalf of both, may request appointment of such a qualified licensed CPA firm by the then Chief Judge of the United States District Court having jurisdiction over the Building, acting in his private non-judicial capacity. Request for appointment shall be made in writing with a copy given to the other party. Each party agrees that said Judge shall have the power to make the appointment. Once the arbitrator has been selected as provided for above, then, as soon thereafter as practicable but in any case within fourteen (14) days, the arbitrator shall select one of the two Proposed Discrepancy Resolutions submitted by the Landlord and Tenant, which must be the one that is closer to the resolution of the Discrepancy as determined by the arbitrator. The selection of the arbitrator shall be rendered in writing to both Landlord and Tenant and shall be final and binding upon them. If the arbitrator believes that expert advice would materially assist him, he may retain one or more qualified persons to provide such expert advice. Any fees of any counsel or experts engaged directly by Landlord or Tenant, however, shall be borne by the party retaining such counsel or expert. EXHIBIT C WORK LETTER This Exhibit is attached to and made a part of the Lease by and between OR-BF PLAZA LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP ("Landlord") and UMPQUA BANK, AN OREGON STATE CHARTERED BANK ("Tenant") for space in the Building located at Xxx XX Xxxxxxxx, Xxxxxxxx, Xxxxxx. As used in this Workletter, the "Premises" shall be deemed to mean the Premises, as initially defined in the attached Lease, but inclusive of Suite 150, as described in Section 1 of EXHIBIT F attached to the Lease, and the First Must Take Space, as described in Section 5 of EXHIBIT F attached to the Lease.

Audit Rights. Tenant, within 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 the calendar 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 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 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. 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 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 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.

Audit Rights. Tenant, within 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 the calendar 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 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 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. 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 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 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.

Audit Rights. Tenant, within 365 days after receiving Landlord’s 's statement of Expenses, may give Landlord written notice (“Review Notice”"REVIEW NOTICE") that Tenant intends to review Landlord’s 's records of the Expenses for the that calendar 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 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 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; 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 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”"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 90 day period or fails to provide Landlord with a Review Notice within the 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 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 (or if the Term has expired, a refund within 30 days) 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 EXHIBIT C WORK LETTER [INTENTIONALLY OMITTED] EXHIBIT D COMMENCEMENT LETTER (EXAMPLE) Date ______________________ Tenant ______________________ Address ______________________ ______________________ ______________________ Re: Commencement Letter with respect to that certain Lease (the "Lease") dated as of the _____ day of __________, _____, by Tenant shall be treated and between __________________________________, as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement , and __________________________________, as Tenant, for ________ rentable square feet on the ________ floor of Expenses unless Tenant has paid and continues to pay all Rent when duethe Building located at _____________________________________.

Audit Rights. Tenant, within 365 days after receiving Landlord’s 's statement of Expenses, may give Landlord written notice (“Review Notice”"REVIEW NOTICE") that Tenant intends to review Landlord’s 's records of the Expenses for the that calendar 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 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 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. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”"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 90 day period or fails to provide Landlord with a Review Notice within the 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, or, if no Rent is thereafter due, Landlord shall promptly pay such amount to Tenant. In addition, if Landlord and Tenant determine that Landlord's statement of Expenses for the Building for the calendar year in question were overstated by five percent (5%) or more, Landlord shall be required to reimburse Tenant for any reasonable third party audit costs incurred 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 REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK EXHIBIT C WORK LETTER This Exhibit is attached to and made a part of the Lease by and between LIGHTBRIDGE, INC., A DELAWARE CORPORATION ("Landlord") and LIGHTBRIDGE, INC., A DELAWARE CORPORATION ("Tenant") for space in the Building located at 00000 XX 0xx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx, commonly known as US Bank Plaza. As used in this Work Letter, the "PREMISES" shall be deemed to mean the Premises, as initially defined in the attached Lease. 1. Landlord shall perform improvements to the Premises substantially in accordance with the plans prepared by Xxxxxxx Design, Inc., a Washington corporation ("LANDLORD'S ARCHITECT"), dated June 3, 2004 (the "PLANS"). The improvements to be performed by Landlord in accordance with the Plans are hereinafter referred to as the "LANDLORD WORK." It is agreed that construction of the Landlord Work will be completed at Landlord's sole cost and expense (subject to the Maximum Amount and further subject to the terms of Paragraph 4 below) using Building standard methods, materials and finishes. Landlord and Tenant agree that Landlord's obligation to pay for the cost of Landlord Work (inclusive of the cost of preparing Plans, obtaining permits, a construction management fee equal to 5% of the total construction costs, and other related costs) shall be limited to $176,850.00 (the "MAXIMUM AMOUNT") and that Tenant shall be responsible for the cost of Landlord Work, plus any applicable state sales or use tax, if any, to the extent that it exceeds the Maximum Amount. Landlord shall enter into a direct contract for the Landlord Work with a general contractor selected by Landlord. In addition, Landlord shall have the right to select and/or approve of any subcontractors used in connection with the Landlord Work. Landlord's supervision or performance of any work for or on behalf of Tenant shall not be deemed a representation by Landlord that such Plans or the revisions thereto comply with applicable insurance requirements, building codes, ordinances, laws or regulations, or that the improvements constructed in accordance with the Plans and any revisions thereto will be adequate for Tenant's use, it being agreed that Tenant shall be responsible for all elements of the design of Tenant's plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant's furniture, appliances and equipment). Notwithstanding the foregoing or any other provision of the Lease to the contrary, if the design of the Plans contains any material defect, then Landlord shall not, without Tenant's prior written consent (which may be withheld in Tenant's sole and absolute discretion), waive any claims Landlord may have against Landlord's Architect under the Architect Agreement (defined below) arising out of such defect, and, upon written notice and request from Tenant, Landlord shall, at its option, either (a) assign such claims to Tenant, or (b) pursue such claims directly against Landlord's Architect for Tenant's benefit (provided that Tenant shall pay all reasonable out-of-pocket expenses, including attorneys' fees and costs, incurred by Landlord in pursuing such claims). As used herein, "ARCHITECT AGREEMENT" shall mean that certain Agreement Between Owner and Architect, and that certain Addendum to Agreement Between Owner and Architect, each dated as of July 21, 2004, between Landlord and Landlord's Architect, pursuant to which the Plans were prepared.

Audit Rights. Tenant, within 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 the calendar 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 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 to do business in the state or commonwealth where the Property is located. 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 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 90 day period or fails to provide Landlord with a Review Notice within the 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.

Audit Rights. Tenant, within 365 ninety (90) 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 the calendar 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 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 to do business in the state or commonwealth where the Property Building is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 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 for that year. If Tenant fails to give Landlord an Objection Notice within the 90 90-day period or fails to provide Landlord Tenant Address Re: Commencement Letter with respect to that certain Lease dated as of the day of , 2008, by and between NORMANDY XXXXXXXXX ROAD, LLC, a Review Notice within Delaware limited liability company (“Landlord”) and BIO-KEY INTERNATIONAL, INC., a Delaware corporation (“Tenant”) for 14,907 rentable square feet on the 365 day period described abovefirst floor of Building located at 000 Xxxxxxxxx Xxxx, Marlborough, Massachusetts 01752. Dear : In accordance with the terms and conditions of the above referenced Lease, Tenant shall be deemed accepts possession of the Premises and agrees: 1. The Commencement Date of the Lease is ; 2. The Termination Date of the Lease is . Please acknowledge your acceptance of possession and agreement to have approved Landlord’s statement the terms set forth above by signing all 3 counterparts 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 this Commencement Letter in the amount of the overpayment by space provided and returning 2 fully executed counterparts to my attention. Sincerely, Agreed and Accepted: Tenant. Likewise: BIO-key International, 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.Inc. By: Name: Title: Date:

Audit Rights. 4.01 Tenant, within 365 ninety (90) 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 the calendar year to which the statement appliesapplies 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 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 to do business in the state or commonwealth where the Property is locatedlocated 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 90 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 for that year. If Tenant fails to give Landlord an Objection Notice within the 90 ninety (90) day period or fails to provide Landlord with a Review Notice within the 365 ninety (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 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 records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. 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. 1. Landlord shall perform improvements to the Premises in accordance with the approved plans prepared by MAF Architects, dated September 28, 2015, together with the additional work described on and attached hereto as Exhibit C-2 (collectively, the “Plans”). The improvements to be performed by Landlord in accordance with the Plans are hereinafter referred to as “Landlord’s Work.” It is agreed that construction of Landlord’s Work will be completed at Landlord’s sole cost and expense (subject to the terms of Section 2 below) using Building Standard methods, materials and finishes. Landlord shall enter into a direct contract for Landlord’s Work with a general contractor selected by Landlord. In addition, Landlord shall have the right to select and /or approve any subcontractors used in connection with Landlord’s Work. Landlord’s supervision or performance of any work for or on behalf of Tenant shall not be deemed a representation by Landlord that such Plans or the revisions thereto comply with applicable insurance requirements, building codes, ordinances, Laws or regulations, or that the improvements constructed in accordance with the Plans and any revisions thereto will be adequate for Tenant’s use, it being agreed that Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with Law, functionality of design the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment). 2. If Tenant shall request any revisions to the Plans, Landlord shall have such revisions prepared at Tenant’s sole cost and expense and Tenant shall reimburse Landlord for the cost of preparing any such revisions to the Plans, plus any applicable state sales or use tax thereon, upon demand. Promptly upon completion of the revisions, Landlord shall notify Tenant in writing of the increased cost in Landlord’s Work, if any, resulting from such revisions to the Plans. Tenant, within three (3) Business Days of receiving such notice, shall notify Landlord in writing whether it desires to proceed with such revisions. In the absence of such written authorization, Landlord shall have the option to continue work on the Premises disregarding the requested revision. Tenant shall be responsible for any Tenant Delay in completion of the Premises resulting from any revision to the Plans. If such revisions result in an increase in the cost of Landlord’s Work, such increased costs, plus any applicable state sales or use tax thereon, shall be payable by Tenant upon demand. Notwithstanding anything herein to the contrary, all revisions to the Plans shall be subject to the prior approval of Landlord. 3. Landlord and Tenant agree to cooperate with each other in order to enable Landlord’s Work to be performed in a timely manner and with as little inconvenience to the operation of Tenant’s business as is reasonably possible. Notwithstanding anything herein to the contrary any delay in the completion of Landlord’s Work or inconvenience suffered by Tenant during the performance of Landlord’s Work shall not delay the Commencement Date nor shall it subject Landlord to any liability for any loss or damage resulting therefrom or entitle Tenant to any credit, abatement or adjustment of Rent or other sums payable under the Lease. 4. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease. 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. SIGNATURE CONSTRUCTION GROUP OF CONNECTICUT, INC. 000 Xxxx Xxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxxx Attention: Tel: Fax:

Audit Rights. Tenant, within 365 Within 120 days after receiving Landlord’s statement of ExpensesExpenses (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice Notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the statement applies, and Tenant shall include in such Review Notice a written request identifying, with a reasonable degree of specificity, the information that Tenant desires to review (the “Request for Information”). Within a reasonable time after Landlord’s receipt of the a timely Review NoticeNotice (which includes a 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 at the management office in the metropolitan Phoenix area, such records (or copies thereof) for the applicable calendar year that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than review of the management office 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 to do business information appropriately identified in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the auditReview Notice. Within 90 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 statement of Expenses for that year. If Tenant fails year which relates to give Landlord an Objection Notice within the 90 day period or fails records that have been made available to provide Landlord with a Review Notice within the 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 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 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 retains an agent to review Landlord’s records, the agent must be with a regionally recognized CPA firm licensed to do business in the state where the Project is located. Tenant shall be responsible for all costs, expenses and fees incurred for the audit, except that in the event that Landlord and Tenant determine that Expenses and Taxes are less than reported 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 (in accordance with this Lease) to third parties in connection with such review by Tenant. The records and related information obtained by Tenant shall be treated as confidential. In no event shall , and applicable only to the Project, by Tenant be permitted and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s Auditors”), and, prior to examine Landlordmaking any records available to Tenant or Tenant’s records or Auditors, Landlord may require Tenant and Tenant’s Auditors to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when dueeach execute a reasonable confidentiality agreement in accordance with the foregoing.

Audit Rights. Tenant, within 365 Landlord shall maintain complete and accurate books and records in accordance with generally accepted accounting practices and the provisions of this Lease reflecting the OMC Sum and all components thereof. Within ninety (90) days after receiving Landlord’s the close of each calendar year or as soon after such ninety (90) day period as practicable, Landlord shall deliver to Tenant a statement of Expenses, may give Landlord written notice the adjustments to be made pursuant to subsection 6.A. Within ninety (“Review Notice”90) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the statement applies. Within a reasonable time days after its receipt of the Review Noticestatement prepared by Landlord showing the OMC Sum for each calendar year, Tenant and its authorized representatives shall have the right, upon reasonable prior notice given to Landlord by Tenant, to inspect, audit and make copies and abstracts of Landlord’s books and records during reasonable business hours at Landlord’s business offices for the purpose of verifying the accuracy of said statement and the calculation of Tenant’s Additional Rental reflected therein, and all costs thereof shall be borne and paid by Tenant; provided, however, if any such inspection or audit discloses that the amount of Tenant’s Additional Rental reflected in such statement varies by five percent (5%) or more than the actual amount of Tenant’s Additional Rental for such calendar year, Landlord shall make reimburse Tenant for all pertinent records available for reasonable costs and expenses incurred by Tenant in connection with such inspection that are reasonably necessary for or audit of the amounts indicated in Landlord’s statement, promptly upon demand therefor. If, on the basis of such statement, Tenant to conduct its review. If any records are maintained at a location other owes sums less than the management office payments for the Building, such calendar year previously made by Tenant may either inspect the records at such other location or pay for the reasonable cost on account 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 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. 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 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 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 reportedTax Charge or Tenant’s OMC, Landlord shall provide credit such excess to Tenant with a credit against or, following the next installment of Rent in the amount expiration of the overpayment Term or the termination of this Lease, refund such excess to Tenant within thirty (30) days after Landlord receives notice of such discrepancy. If, on the basis of such statement, Tenant owes sums more than the estimated payments for such calendar year previously made by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reportedon account of Tenant’s Tax Charge or Tenant’s OMC, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of the amount of any underpayment within 30 daysstatement. The records obtained by Tenant obligations of the parties hereunder shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records survive the expiration of the Term or to dispute any statement the termination of Expenses unless Tenant has paid and continues to pay all Rent when duethe Lease.”

Audit Rights. Tenant, within 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 the calendar 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 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 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. 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 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 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. Xxxxx 0, 0000 Xxxxxx ID Number: 11424 2 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, within 365 days after receiving Landlord’s 's statement of Expenses, may give Landlord written notice (“Review Notice”"REVIEW NOTICE") that Tenant intends to review Landlord’s 's records of the Expenses for the calendar 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 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 's records, the agent must be with a CPA firm licensed to 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 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”"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 90 day period or fails to provide Landlord with a Review Notice within the 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 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. I. WORK LETTER RELATING TO THE OFFICE SPACE. As used in this Section I of this Work Letter, the "OFFICE SPACE" shall be deemed to mean the Office Space, as initially defined in the attached Lease.

Audit Rights. Tenant, within 365 days after receiving Landlord’s 's statement of Expenses, may give Landlord written notice (“Review Notice”"REVIEW NOTICE") that Tenant intends to review Landlord’s 's records of the Expenses for the calendar 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 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 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. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”"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 90 day period or fails to provide Landlord with a Review Notice within the 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 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. 1. Landlord sxxxx xxxxxxx xxxxxxxxxxxx xx xxx Xxxxxxxx xx xxxxrdance with the plans prepared by _________________________________________, dated _____________, 2003, (the "PLANS"). The improvements to be performed by Landlord in accordance with the Plans and expressly listed on the Work List below are hereinafter referred to as the "LANDLORD WORK." The Landlord Work shall be performed using Building standard methods, materials and finishes. It is agreed that construction of the Landlord Work will be completed at Landlord's sole cost and expense (subject to the terms of Section 2 below) using Building standard methods, materials and finishes. Landlord shall enter into a direct contract for the Landlord Work with a general contractor selected by Landlord. In addition, Landlord shall have the right to select and/or approve of any subcontractors used in connection with the Landlord Work. Landlord's supervision or performance of any work for or on behalf of Tenant shall not be deemed a representation by Landlord that such Plans or the revisions thereto comply with applicable insurance requirements, building codes, ordinances, Laws or regulations, or that the improvements constructed in accordance with the Plans and any revisions thereto will be adequate for Tenant's use, it being agreed that Tenant shall be responsible for all elements of the design of Tenant's plans (including, without limitation, compliance with Law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant's furniture, appliances and equipment). WORK LIST - Repaint the Premises as needed. - Install new carpeting in the Premises. - Relocate existing door signage to the door of the Premises. 2. If Tenant shall request any revisions to the Plans, Landlord shall have such revisions prepared at Tenant's sole cost and expense and Tenant shall reimburse Landlord for the cost of preparing any such revisions to the Plans, plus any applicable state sales or use tax thereon, upon demand. Promptly upon completion of the revisions, Landlord shall notify Tenant in writing of the increased cost in the Landlord Work, if any, resulting from such revisions to the Plans. Tenant, within 1 Business Day, shall notify Landlord in writing whether it desires to proceed with such revisions. In the absence of such written authorization, Landlord shall have the option to continue work on the Premises disregarding the requested revision. Tenant shall be responsible for any Tenant Delay in completion of the Premises resulting from any revision to the Plans. If such revisions result in an increase in the cost of Landlord Work, such increased costs, plus any applicable state sales or use tax thereon, shall be payable by Tenant upon demand. Notwithstanding anything herein to the contrary, all revisions to the Plans shall be subject to the approval of Landlord. 3. Landlord and Tenant agree to cooperate with each other in order to enable the Landlord Work to be performed in a timely manner and with as little inconvenience to the operation of Tenant's business as is reasonably possible. Notwithstanding anything herein to the contrary, any delay in the completion of the Landlord Work or inconvenience suffered by Tenant during the performance of the Landlord Work shall not delay the Commencement Date nor shall it subject Landlord to any liability for any loss or damage resulting therefrom or entitle Tenant to any credit, abatement or adjustment of Rent or other sums payable under the Lease. 4. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease. EXHIBIT D BUILDING RULES AND REGULATIONS ------------------------------ The following rules and regulations shall apply, where applicable, to the Premises, the Building, the parking garage (if any), the Property and the appurtenances. In the event of a conflict between the following rules and regulations and the remainder of the terms of the Lease, the remainder of the terms of the Lease shall control. Capitalized terms have the same meaning as defined in the Lease. 1. Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be obstructed by Tenant or used by Tenant for any purpose other than ingress and egress to and from the Premises. No rubbish, litter, trash, or material shall be placed, emptied, or thrown in those areas. At no time shall Tenant permit Tenant's employees to loiter in Common Areas or elsewhere about the Building or Property. 2. Plumbing fixtures and appliances shall be used only for the purposes for which designed, and no sweepings, rubbish, rags or other unsuitable material shall be thrown or placed in the fixtures or appliances. Damage resulting to fixtures or appliances by Tenant, its agents, employees or invitees, shall be paid for by Tenant, and Landlord shall not be responsible for the damage. 3. No signs, advertisements or notices shall be painted or affixed to windows, doors or other parts of the Building, except those of such color, size, style and in such places as are first approved in writing by Landlord. All tenant identification and suite numbers at the entrance to the Premises shall be installed by Landlord, at Tenant's cost and expense, using the standard graphics for the Building. Except in connection with the hanging of lightweight pictures and wall decorations, no nails, hooks or screws shall be inserted into any part of the Premises or Building except by the Building maintenance personnel without Landlord's prior approval, which approval shall not be unreasonably withheld. 4. Landlord may provide and maintain in the first floor (main lobby) of the Building an alphabetical directory board or other directory device listing tenants, and no other directory shall be permitted unless previously consented to by Landlord in writing.

Audit Rights. TenantTenant may, within 365 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 the that calendar year to which the statement appliesyear. 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 for of 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 's records, the agent must be with a licensed CPA firm licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 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 90 60 day period or fails to provide Landlord with a Review Notice within the 365 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. In addition, if Landlord and Tenant determine that Expenses 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 's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. TenantTenant may, within 365 90 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 the that calendar year to which the statement appliesyear. 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 for 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 licensed firm, or other reasonably qualified third party with expertise in and familiarity with general industry practice with respect to do business 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 state or commonwealth where the Property is locatedfinancial 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 90 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 90 60 day period or fails to provide Landlord with a Review Notice within the 365 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. 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 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 records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. TenantTenant may, within 365 180 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 the that calendar year to which the statement appliesyear. 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 for 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 licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 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 90 60 day period or fails to provide Landlord with a Review Notice within the 365 180 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, within 365 days after receiving LandlordXxxxxxxx’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses Taxes for the calendar 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 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 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. 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 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 365 day period described above, Tenant shall be deemed to have approved LandlordXxxxxxxx’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 LandlordXxxxxxxx’s records or to dispute any statement of Expenses unless Tenant Xxxxxx 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 X X Capital Investments LLC ("Landlord") and ("Tenant") for space in the Building located at 0000 Xxxxxxx Xxxxx, Xxxx, XX 00000.

Audit Rights. TenantTenant may, within 365 ninety (90) days after receiving Landlord’s statement of Expensesactual Operating Costs, may give Landlord written notice (“Review Audit Notice”) that Tenant intends to review Landlord’s records of the Expenses Operating Costs for the that specific calendar year or portion thereof. If Tenant fails to which timely deliver an Audit Notice to Landlord, Tenant shall be deemed to have waived its right to review Landlord’s records of the statement appliesOperating Costs for that specific calendar year or portion thereof. Within a reasonable time after receipt of the Review an Audit 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 review available for inspection at a location other than Landlord’s office (or if Landlord’s office is not located in Dallas, Texas, then at the property management office for in 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 nationally or regionally recognized licensed CPA firm licensed to do business or a division of a commercial real estate services firm specializing in audit services; the state audit may not be conducted by an auditor retained on a contingent fee basis. Tenant shall provide Landlord with a copy of any report prepared in connection with such review or commonwealth where the Property is locatedaudit within two (2) Business Days after Tenant’s receipt of such report. Tenant shall be solely responsible for all costs, expenses and fees incurred for the review or audit, including without limitation, the reasonable cost of Landlord’s personnel required to assist with such review or audit (but only after providing 8 hours of service without charge). Notwithstanding the forgoing, if the audit reveals over Operating Costs were overstated by 5% or greater, then Landlord shall pay the reasonable costs of the audit. Within 90 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 Operating Costs for that yearspecific calendar year or portion thereof. If Tenant fails to give Landlord an Objection Notice within the 90 60 day period or fails to provide Landlord with a Review an Audit Notice within the 365 30 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses Operating Costs and shall be barred from raising any claims regarding the Expenses Operating Costs for that yearspecific calendar year or portion 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 Objection Notice. If Landlord and Tenant determine that Expenses Tenant’s Share of Operating Costs for the calendar year are less than reportedthe amount paid by Tenant, 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 Tenant’s Share of Operating Costs for the calendar year are greater than reportedthe amount paid by Tenant, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidentialconfidential and shall not, either directly or through Tenant’s agents, be disclosed to any other tenant in the Project. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses Operating Costs unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. TenantTenant may, within 365 180 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 the that calendar year to which the statement appliesyear. 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 for 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 licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 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 90 60 day period or fails to provide Landlord with a Review Notice within the 365 180 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. 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 's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. TenantTenant may, within 365 90 days after receiving Landlord’s 's statement of ExpensesExpenses (or within 90 days after receiving any revised statement thereof), may give Landlord written notice (“"Review Notice”") that Tenant intends to review Landlord’s 's records of the Expenses for the that calendar year to which the statement appliesyear. 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 for 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, a CPA firm licensed to do business firm, or a national real estate service provider, in the state or commonwealth where the Property is locatedeach case paid on an hourly, non-contingency fee basis. Tenant shall be solely responsible for all of its own costs, expenses and fees incurred for the audit unless such audit reveals a greater than 5% overstatement for any applicable period in which case Landlord shall pay for the audit. Within 90 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 90 60 day period or fails to provide Landlord with a Review Notice within the 365 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 TenantTenant or, if after the end of the Term shall pay Tenant such amount. 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, within 365 Within one hundred eighty (180) days after receiving Landlord’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 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 Tenant 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 review of the management office 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 to do business information appropriately identified in the state or commonwealth where the Property is located. Tenant shall be solely responsible Request for all costs, expenses and fees incurred for the auditInformation. Within 90 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 statement of 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 and 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. 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 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 within with respect to any records that have been made available to Tenant prior to expiration of the 90 day period or 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 within and the 365 day period 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 provides Landlord retains an agent to review Landlord’s records, the agent must be with a timely Objection Noticereputable certified public accounting firm selected by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, Landlord 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 work together not directly or indirectly engage such agent or any other party in good faith to resolve any issues raised connection with such audit or review whose compensation or fees are charged 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 whole or in part on 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 dayscontingency 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 records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. 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. TenantTenant may, within 365 90 days after receiving Landlord’s statement of Expenses, may 's Annual Statement (as defined in Section IV.B above) give Landlord written notice (“"Review Notice”") that Tenant intends to review Landlord’s 's records of the Expenses for the that calendar year to which the statement appliesyear. 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 for 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 licensed to do business in the state or commonwealth where the Property is locatedfirm. 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 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. Within 90 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 90 60 day period or fails to provide Landlord with a Review Notice within the 365 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 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 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 and Taxes unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends Intends to review Landlord’s records of the Expenses for the calendar calender year to which the statement applies. Within a reasonable time after receipt of or 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 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 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. 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 Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 80 day period or fails to provide Landlord with a Review Notice within the 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 October 20, 2005 Matter ID Number: 22124 2 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. October 20, 2005 Matter ID Number: 22124 3 This Exhibit is attached to and made a part of the Lease by and between CA-POINT WEST LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and DIGITAL MUSICWORKS INTERNATIONAL, INC., a California corporation (“Tenant”) for space in the Building located at 0000 Xxxxx Xxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxx. October 20, 2005 Matter ID Number: 22124 1

Audit Rights. Tenant, within 365 Within 90 days after receiving Landlord’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 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 Tenant 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 review of the management office 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 to do business information appropriately identified in the state or commonwealth where the Property is located. Tenant shall be solely responsible Request for all costs, expenses and fees incurred for the auditInformation. Within 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 statement of Expenses for that year. If Tenant fails year which relates to give Landlord an Objection Notice within the 90 day period or fails records that have been made available to provide Landlord with a Review Notice within the 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 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 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 records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. TenantTenant may, within 365 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 the that calendar year to which the statement appliesyear. 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 management office for 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 licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 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 90 60 day period or fails to provide Landlord with a Review Notice within the 365 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. 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 's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. TenantTenant may, within 365 120 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 the that calendar year to which the statement appliesyear. 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 for 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 licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 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 90 60 day period or fails to provide Landlord with a Review Notice within the 365 120 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 '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. TenantNotwithstanding anything to the contrary contained in this Paragraph 4 or elsewhere in this Lease, within 365 days after receiving Landlord’s if Tenant reasonably disputes any amount set forth in any actual statement of Operating Expenses, Insurance Expenses, Utility Expenses and Taxes described above in Paragraph 4(c) (an "ACTUAL STATEMENT"), Tenant will have the right not later than ninety (90) days 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 preceding calendar year only to be audited, at no cost or expense to Landlord, by a party selected by Tenant and reasonably approved by Landlord. Any audit conducted by or on behalf of Tenant shall be performed 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, invoices or other items; Tenant's audit to be limited to an on-site review of Landlord's books and records respecting the accounting for the items comprising the Operating Expenses, Taxes, Insurance Expenses and Utility Expenses. Pending completion of any such audit, Tenant agrees to pay Landlord any such disputed Operating Expenses, Taxes, Insurance Expenses and Utility Expenses. The amounts payable under this Paragraph 4(f) by Landlord to Tenant or Tenant to Landlord, as the case may give Landlord written notice be, will be appropriately adjusted on the basis of such audit. If such audit discloses an overstatement of Operating Expenses, Taxes, Insurance Expenses, and Utility Expenses in excess of four percent (“Review Notice”4%) that Tenant intends to review Landlord’s records of the Expenses actual total amount thereof for such calendar year, Tenant will receive a credit against Tenant's future Additional Rent obligations (or, if the calendar year to which the statement applies. Within a reasonable time after receipt Term of the Review Noticethis Lease has expired, 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 for the Building, Tenant may either inspect the records at such other location or pay Tenant) for the reasonable cost of copying and shipping an audit performed by a third party; otherwise the recordscost of such audit will be borne by Tenant. If Tenant retains an agent to review Landlord’s recordsTo the extent landlord must pay the cost of such third party audit, the agent must be such cost shall not exceed a reasonable hourly charge for a reasonable amount of hours spent by such third-party in connection 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. Within 90 days after In no event shall Landlord be liable for any contingency fee payments to any consultants of Tenant. Tenant agrees to keep, and to cause its accountant 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. If Landlord disputes the records are made available to Tenantresults of any Tenant audit, Tenant Landlord shall have the right to give Landlord written notice (initiate an “Objection Notice”) stating arbitration in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within accordance with the 90 day period or fails to provide Landlord with a Review Notice within the 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 rules 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 dueAmerican Arbitration Association.

Audit Rights. Tenant, within 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 the calendar 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 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 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. 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 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 90 day period or fails to provide Landlord with a Review Notice within the 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 Tenants 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. This Exhibit is attached to and made a part of the Lease by and between CT-FOUR STAMFORD PLAZA, L.L.C., a Delaware limited liability company ("Landlord") and INFORMATION SERVICES GROUP, INC., a Delaware corporation ("Tenant") for space in the Building located at 000 Xxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000. 1. Landlord shall perform improvements to the Premises in accordance with the plans prepared by MAF Architects, dated July 6, 2006, (the "Plans"). The improvements to be performed by Landlord in accordance with the Plans are hereinafter referred to as the "Landlord Work." It is agreed that construction of the Landlord Work will be completed at Landlord's sole cost and expense (subject to the terms of Section 2 below) using Building standard methods, materials and finishes. Landlord shall enter into a direct contract for the Landlord Work with a general contractor selected by Landlord. In addition, Landlord shall have the right to select and/or approve of any subcontractors used in connection with the Landlord Work. Landlord's supervision or performance of any work for or on behalf of Tenant shall not be deemed a representation by Landlord that such Plans or the revisions thereto comply with applicable insurance requirements, building codes, ordinances. Laws or regulations, or that the improvements constructed in accordance with the Plans and any revisions thereto will be adequate for Tenant's use. 2. If Tenant shall request any revisions to the Plans, Landlord shall have such revisions prepared at Tenant's sole cost and expense and Tenant shall reimburse Landlord for the cost of preparing any such revisions to the Plans, plus any applicable state sales or use tax thereon, upon demand. Promptly upon completion of the revisions, Landlord shall notify Tenant in writing of the increased cost in the Landlord Work, if any, resulting from such revisions to the Plans. Tenant, within one Business Day, shall notify Landlord in writing whether it desires to proceed with such revisions. In the absence of such written authorization, Landlord shall have the option to continue work on the Premises disregarding the requested revision. Tenant shall be responsible for any Tenant Delay in completion of the Premises resulting from any revision to the Plans. If such revisions result in an increase in the cost of Landlord Work, such increased costs, plus any applicable state sales or use tax thereon, shall be payable by Tenant upon demand. Notwithstanding anything herein to the contrary, all revisions to the Plans shall be subject to the approval of Landlord, which approval shall not be unreasonably withheld or delayed. 3. Landlord and Tenant agree to cooperate with each other in order to enable the Landlord Work to be performed in a timely manner and with as little inconvenience to the operation of Tenant's business as is reasonably possible. Notwithstanding anything herein to the contrary, any delay in the completion of the Landlord Work or inconvenience suffered by Tenant during the performance of the Landlord Work shall not delay the Commencement Date nor shall it subject Landlord to any liability for any loss or damage resulting therefrom or entitle Tenant to any credit, abatement or adjustment of Rent or other sums payable under the Lease. 4. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease. 1 EXHIBIT D COMMENCEMENT LETTER (EXAMPLE) Tenant Information Services Group, Inc. Address Re: Commencement Letter with respect to that certain Lease dated as of the day of , 2006, by and between CT-FOUR STAMFORD PLAZA, L.L.C., a Delaware limited liability company, as Landlord, and INFORMATION SERVICES GROUP, INC., a Delaware corporation, as Tenant, for 3,401 rentable square feet on the 5th floor of the Building located at 000 Xxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000. Lease Id: Business Unit Number: Dear: : In accordance with the terms and conditions of the above referenced Lease, Tenant accepts possession of the Premises and agrees: 1. The Commencement Date of the Lease is ; 2. The Termination Date of the Lease is . Please acknowledge your acceptance of possession and agreement to the terms set forth above by signing all 3 counterparts of this Commencement Letter in the space provided and returning 2 fully executed counterparts to my attention. Tenant's failure to execute and return this letter, or to provide written objection to the statements contained in this letter, within 30 days after the date of this letter shall be deemed an approval by Tenant of the statements contained herein. Sincerely, Authorized Signatory Agreed and Accepted: Tenant: By: Name: Title: Date:

Audit Rights. Tenant, within 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 the calendar 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 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 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. Within 90 180 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 statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 180 day period or fails to provide Landlord with a Review Notice within the 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.

Audit Rights. TenantTenant may, within 365 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 the that calendar year to which the statement appliesyear. 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 for 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 licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 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 90 60 day period or fails to provide Landlord with a Review Notice within the 365 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. 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 's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. EXHIBIT G FORM OF LETTER OF CREDIT ____________________ [NAME OF FINANCIAL INSTITUTION] IRREVOCABLE STANDBY LETTER OF CREDIT NO. _______________ DATE: _________________ BENEFICIARY: EOP-SHORELINE TECHNOLOGY PARK, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY X/X XXXXXX XXXXXX XXXXXXXXXX XXXXX 0 XXXX XXXX SQUARE 0000 XX XXXXXX XXXX, XXXXX 000 XXXX XXXX, XXXXXXXXXX 00000-0000 APPLICANT: COMMTOUCH SOFTWARE, INC., A CALIFORNIA CORPORATION ____________________________ ____________________________ ____________________________ ____________________________ AMOUNT: US$1,100,000.00 (ONE MILLION ONE HUNDRED THOUSAND AND 00/100 U.S. DOLLARS EXPIRATION DATE: __________________ LOCATION: AT OUR COUNTERS lN SANTA CLARA, CALIFORNIA GENTLEMEN: WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. _________________ IN YOUR FAVOR AVAILABLE BY YOUR DRAFTS DRAWN ON US AT SIGHT AND ACCOMPANIED BY THE FOLLOWING DOCUMENTS: ______________________ 1. THE ORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENT(S), IF ANY. 2. BENEFICIARY'S DATED STATEMENT SIGNED BY ONE OF THEIR AUTHORIZED OFFICERS FOLLOWED BY THEIR DESIGNATED TITLE CERTIFYING THE FOLLOWING: "THIS DRAW IN THE AMOUNT OF US$ (SPECIFY AMOUNT) UNDER YOUR IRREVOCABLE LETTER OF CREDIT NO. _________________ REPRESENTS FUNDS DUE AND OWING TO US AS A RESULT OF THE APPLICANT'S COMMISSION OF ANY EVENT OF DEFAULT OF ONE OR MORE OF THE TERMS OF THAT CERTAIN LEASE BY AND BETWEEN EOP-SHORELINE TECHNOLOGY PARK, L.L.C., AS LANDLORD, AND COMMTOUCH SOFTWARE, INC., AS TENANT."

Audit Rights. Tenant, within 365 Within 60 days after receiving Landlord furnishes its statement of actual Operating Expenses for any calendar year (the “Audit Election Period”), Tenant may, at its expense, elect to audit Landlord’s statement Operating Expenses for such calendar year only, subject to the following conditions: (1) there is no uncured event of Expenses, may give 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 written notice (“Review Notice”) that Tenant intends to review makes Landlord’s books and records of the Expenses for the calendar 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 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 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. Within 90 days after the 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 commercially reasonable confidentiality agreement for Landlord’s benefit prior to commencing 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, be submitted in draft form for Landlord’s statement of Expenses for that year. If Tenant fails review and comment before the final approved audit report is delivered to give Landlord, and any reasonable and factual comments by Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 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 year. If Tenant provides Landlord with a timely Objection Noticelimit, Landlord and Tenant shall work together in good faith to resolve any issues raised in suspend, or xxxxx Tenant’s Objection Noticeobligation to pay Rent when due, including the OE Payment. 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 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, within 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 o[ the Expenses for the calendar 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 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 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. 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 Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 90-day period or fails to provide Landlord with a Review Notice within the 365 365-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.

Audit Rights. TenantTenant may, within 365 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 the that calendar year to which the statement appliesyear. 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 for 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 licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. 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 's statement of 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 365 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 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