Common use of DEFINITION OF BUILDING OPERATING EXPENSES Clause in Contracts

DEFINITION OF BUILDING OPERATING EXPENSES. Building Operating Expenses for each calendar year shall include: all ad valorem taxes, assessments and related government charges becoming due on the building and personal property used in operation of the building in such period; utilities; insurance premiums for fire, extended coverage, vandalism, and liability on the building and personal property used in building management; janitorial expenses; window cleaning; supplies; painting, roof repairs, window replacement, which are reasonably related to the operation of the building and utilities serving same. No such category shall include more than 12 months’ worth of expenses. Building Operating Expenses shall also include the following improvements if amortized over the useful life of such improvements together with interest at 12% per annum on the unamortized cost: (i) improvements which or are designed to reduce operating expenses, (ii) improvements or modifications required by governmental agencies following completion of the building, and (iii) improvements to the common areas of the building, including but not limited to carpeting, floor covering, draperies and wall coverings. Building Operating Expenses shall be calculated on an accrual basis in accordance with generally accepted accounting principles, consistently applied. The word “building” as referred to above shall include the building, parking areas, parking garage (if any), and common areas. Building Operating Expenses shall not include: principal and interest payments on mortgages; depreciation or improvements which IRS requires to be depreciated (except as provided above); expenses of repairing damage of the type normally covered by fire, vandalism, flood, and EC insurance; any expense paid or reimbursed from insurance proceeds; costs of repairing damage for which Lessor is entitled to reimbursement from others; remodeling costs for new or existing tenants; common area improvements or personal property required by other tenants to be made, purchased, or furnished to such tenants; utility and air conditioning or heating costs or other expenses which are separately billed to specific tenants; franchise and income taxes of Lessor; leasing commissions; expenses of marketing vacant space in the building; legal fees; structural repairs to roof, foundation, and walls; asbestos removal; and installation of sprinklers, fire alarms, and smoke detector systems. If utilities and taxes included in “Building Operating Expense” are not payable, billed or otherwise due so as to allow an accurate calculation of said factors annually, then Lessor, in its reasonable discretion, may estimate and prorate said expenses on an annual basis, and said factors shall be properly adjusted by Lessor when they actually become due and payable. Otherwise, expenses must be supported by invoices and actually paid. EXHIBIT C (cont’d) Page Two of Two

DEFINITION OF BUILDING OPERATING EXPENSES. Building Operating Expenses for each calendar year shall include: all ad valorem taxes, assessments and related government charges becoming due on the building Building and on-site personal property used in operation of the building Building in such period; utilitiescommon area electricity; water & wastewater; insurance premiums for fire, extended coverage, vandalism, and liability on the building Building and personal property used in building Building management; landscape expenses; janitorial expenses; window cleaning; supplies; painting, roof repairs, window replacement, and other maintenance expenses; licenses; permits; advertising; maintenance salaries and bonuses; payroll taxes; management office overhead and management fees; and all other managerial, administrative and operating expenses which are reasonably related to the operation of the building Building and utilities serving same. No such category shall include more than 12 months’ worth of expenses. Building Operating Expenses shall also include the following Following improvements if amortized over the useful life of such improvements for IRS purposes together with interest at 12% per annum on the unamortized cost: (i) improvements which or are designed to reduce operating expenses, (ii) improvements or modifications required by governmental agencies following completion of the buildingBuilding, and (iii) improvements to carpeting, floor covering, draperies, and wall coverings for the common areas of the building, including but not limited to carpeting, floor covering, draperies and wall coveringsBuilding. Building Operating Expenses shall be calculated on an accrual basis in accordance with generally accepted accounting principles, consistently applied. The word “buildingBuilding” as referred to above shall include the buildingBuilding, parking areas, parking garage (if any), and common areas. Building Operating Expenses shall not include: principal and interest payments on mortgages; depreciation or improvements which IRS requires to be depreciated (except as provided above); expenses of repairing damage of the type normally covered by fire, vandalism, flood, and EC insurance; any expense paid or reimbursed from insurance proceeds; costs of repairing damage for which Lessor is entitled to reimbursement from others; remodeling costs for new or existing tenants; common area improvements or personal property required by other tenants to be made, purchased, or furnished to such tenants; utility and air conditioning or heating costs or other expenses which are separately billed to specific tenants; franchise and income taxes of Lessor; leasing commissions; expenses of marketing vacant space in the buildingBuilding; legal fees; structural repairs to roof, foundation, and walls; asbestos removal; and installation of sprinklers, fire alarms, and smoke detector systems. If utilities and taxes included in “Building Operating ExpenseExpenses” are not payable, billed or otherwise due so as to allow an accurate calculation of said factors annually, then Lessor, in its reasonable discretion, may estimate and prorate said expenses on an annual basis, and said factors shall be properly adjusted by Lessor when they actually become due and payable. Otherwise, expenses must be supported by invoices and actually paid. EXHIBIT C (cont’d) Page Two of Two

DEFINITION OF BUILDING OPERATING EXPENSES. Building Operating Expenses operating expenses for each calendar year shall include: all ad valorem taxes, assessments and related government charges becoming due on the building office complex; and on-site personal property used in operation of the building office complex in such period; utilities; insurance premiums for fire, extended coverage, vandalism, and liability on the building and personal property used in building management; landscape expenses; janitorial expenses; window cleaning; supplies; painting, roof repairs, window replacement, painting and other maintenance expenses; licenses; permits; advertising; maintenance salaries and bonuses; payroll taxes; management office overhead and management fees; and all other managerial and operating expenses which are reasonably related to the operation of the building and utilities serving same. No such category shall include more than 12 months’ ' worth of expenses. Building Operating Expenses operating expenses shall also include the following improvements if amortized over the useful life of such improvements for IRS purposes together with interest at 12% per annum on the unamortized cost: (i) improvements which or are designed to reduce operating expenses, (ii) improvements or modifications required by governmental agencies following completion of the building, and (iii) improvements to carpeting, floor covering, draperies, and wall coverings for the common areas of the building, including but not limited to carpeting, floor covering, draperies and wall coverings. Building Operating Expenses operating expenses shall be calculated on an accrual basis in accordance with generally accepted accounting principles, consistently applied. The word “"building” " as referred to above shall include the building, parking areas, parking garage (if any), and common areas. Building Operating Expenses operating expenses shall not include: principal and interest payments on mortgages; depreciation or improvements which IRS requires to be depreciated (except as provided above); expenses of repairing damage of the type normally covered by fire, vandalism, flood, and EC insurance; any expense paid or reimbursed from insurance proceeds; costs of repairing damage for which Lessor is entitled to reimbursement from others; remodeling costs for new or existing tenants; common area improvements or personal property required by other tenants to be made, purchased, or furnished to such tenants; common area improvements or personal property required by other tenants to be made, purchased, or furnished to such tenants; utility and air conditioning or heating costs or other expenses which are separately billed to specific tenants; franchise and income taxes of Lessor; leasing commissions; expenses of marketing vacant space in the building; legal fees; structural repairs to roof, foundation, and walls; asbestos removal; and installation of sprinklers, fire alarms, and smoke detector systems. If utilities and taxes included in “"Building Operating Expense” " are not payable, billed or otherwise due so as to allow an accurate calculation of said factors annually, then Lessor, in its reasonable discretion, may estimate and prorate prorata said expenses on an annual basis, and said factors shall be properly adjusted by Lessor when they actually become due and payable. Otherwise, expenses must be supported by invoices invoice and actually paid. EXHIBIT C (cont’d) Page Two of Two.

DEFINITION OF BUILDING OPERATING EXPENSES. Building Operating Expenses operating expenses for each calendar year shall include: all ad valorem taxes, assessments and related government charges becoming due on the building and on-site personal property used in operation of the building in such period; utilities; insurance premiums for fire, extended coverage, vandalism, and liability on the building and personal property used in building management; landscape expenses; janitorial expenses; window cleaning; supplies; supplies painting, roof repairs, window replacement, and other maintenance expenses; licenses; permits; advertising; maintenance salaries and bonuses; payroll taxes; management office overhead and management fees; and all other managerial, administrative and operating expenses which are reasonably related to the operation of the building and utilities serving same. No such category shall include more than 12 months’ ' worth of expenses. Building Operating Expenses operating expenses shall also include the following improvements if amortized over the useful life of such improvements for IRS purposes together with interest at 12% per annum on the unamortized cost: (i) improvements which or are designed to reduce operating expenses, (ii) improvements or modifications required by governmental agencies following completion of the building, and (iii) improvements to carpeting, floor covering, draperies, and wall coverings for the common areas of the building, including but not limited to carpeting, floor covering, draperies and wall coverings. Building Operating Expenses operating expenses shall be calculated on an accrual basis in accordance with generally accepted accounting principles, consistently applied. The word “"building” " as referred to above shall include the building, parking areas, parking garage (if any), and common areas. Building Operating Expenses operating expenses shall not include: principal and interest payments on mortgages; depreciation or improvements which IRS requires to be depreciated (except as provided above); expenses of repairing damage of the type normally covered by fire, vandalism, flood, and EC insurance; any expense paid or reimbursed from insurance proceeds; costs of repairing damage for which Lessor is entitled to reimbursement from others; EXHIBIT C (cont'd) Page Two of Two remodeling costs for new or existing tenants; common area improvements or personal property required by other tenants to be made, purchased, or furnished to such tenants; utility and air conditioning or heating costs or other expenses which are separately billed to specific tenants; franchise and income taxes if of Lessor; leasing commissions; expenses of marketing vacant space in the building; legal fees; structural repairs to roof, foundation, and walls; asbestos removal; and installation of sprinklers, fire alarms, and smoke detector systems. If utilities and taxes included in “"Building Operating Expense” " are not payable, billed or otherwise due so as to allow an accurate calculation of said factors annually, then Lessor, in its reasonable discretion, may estimate and prorate said expenses on an annual basis, and said factors shall be properly adjusted by Lessor when they actually become due and payable. Otherwise, expenses must be supported by invoices and actually paid. EXHIBIT C (cont’d) Page Two of Two.

DEFINITION OF BUILDING OPERATING EXPENSES. Building Operating Expenses operating expenses for each calendar year shall include: all ad valorem taxes, assessments and related government charges becoming due on the building office space and on-site personal property used in operation of the building office space in such period; utilities; insurance premiums for fire, extended coverage, vandalism, and liability on the building and personal property used in building management; landscape expenses; janitorial expenses; window cleaning; , supplies; painting, roof repairs, window replacement, and other maintenance expenses; licenses; permits; advertising; maintenance salaries and bonuses; payroll taxes, management office overhead and management fees; and all other managerial, administrative and operating expenses which are reasonably reasonable related to the operation of the building and utilities serving same. No such category shall include more than 12 twelve (12) months’ ' worth of expenses. Building Operating Expenses operating expenses shall also include the following improvements if amortized over the useful life of such improvements for IRS purposes together with interest at 12% per annum on the unamortized cost: (i) improvements which or are designed to reduce operating expenses, (ii) improvements or modifications required by governmental agencies following completion of the building, and (iii) improvements to carpeting, floor covering, draperies, and wall coverings for the common areas of the building, including but not limited to carpeting, floor covering, draperies and wall coverings. Building Operating Expenses operating expenses shall be calculated on an accrual basis in accordance with generally accepted accounting principles, consistently applied. The word “"building” " as referred to above shall include the building, parking areas, parking garage (if any), and common areas. Building Operating Expenses operating expenses shall not include: principal and interest payments on mortgages; depreciation or improvements which IRS requires to be depreciated (except as provided above); expenses of repairing damage of or the type normally covered by fire, vandalism, flood, and EC insurance; any expense paid or reimbursed from insurance proceeds; costs of or repairing damage for which Lessor is entitled to reimbursement from others; remodeling costs for new or existing tenants; common area improvements or personal property required by other tenants to be made, purchased, or furnished to such tenants; utility and air conditioning or heating costs or other expenses which are separately billed to specific tenants; franchise and income taxes of Lessor; , leasing commissions; expenses of or marketing vacant space in the building; legal fees; structural repairs to roof, foundation, and walls; asbestos removal; and installation of sprinklers, fire alarms, and smoke detector systems. If utilities and taxes included in “"Building Operating Expense” " are not payable, billed or otherwise due so as to allow an accurate calculation of said factors annually, then Lessor, in its reasonable discretion, may estimate and prorate said expenses on an annual basis, and said factors shall be properly adjusted by Lessor when they actually become due and payable. Otherwise, expenses must be supported by invoices and actually paid. EXHIBIT C (cont’d) Page Two of Two.

DEFINITION OF BUILDING OPERATING EXPENSES. Building Operating Expenses operating expenses for each calendar year shall includeinclude the following costs and expenses for Lessor's operation of Plaza 7000 in accordance with this Lease: all ad valorem taxes, assessments and related government charges becoming due on the building and on-site personal property used solely in the operation of the building in such period; utilities; insurance premiums for fire, extended coverage, vandalism, and liability on the building and personal property used and otherwise in connection with the building managementlandscape expenses; janitorial expenses; window cleaning; supplies; painting, repairs to the roof repairsthat are not capital improvements, window replacement, and other maintenance expenses; licenses; permits; maintenance salaries, bonuses (which salaries and bonuses are not in excess of market salaries and bonuses then being paid in connection with comparable suburban office buildings in Austin, Texas); and payroll taxes, common area utilities, reasonable management office overhead and management fees not to exceed market management fees for comparable buildings in the suburban office market in Austin, Texas; and all other managerial, administrative and operating expenses which are reasonably related to the operation of the building and utilities serving same. No such category shall include more than 12 months’ ' worth of expenses. Building Operating Expenses operating expenses shall also include the following improvements if amortized over the useful life of such improvements as reasonably determined by Landlord together with interest at 1210% per annum on the unamortized cost: (i) improvements which or are designed to that in Lessor's reasonable judgment will reduce operating expenses, (ii) improvements or modifications required by governmental agencies following completion of the buildingcarpeting, floor covering, draperies, and (iii) improvements to wall coverings for the common areas of the building, including but not limited building due to carpeting, floor covering, draperies ordinary wear and wall coveringstear. Building Operating Expenses operating expenses shall be calculated on an accrual basis in accordance with generally accepted accounting principles, consistently applied. The word “"building” " as referred to above shall include the building, parking areas, parking garage (if any), and common areas. Building Operating Expenses Anything in this Lease to the contrary notwithstanding, building operating expenses shall not include: principal and interest payments on mortgages; the cost of capital improvements (except as provided above) and depreciation or improvements which IRS requires to be depreciated (except as provided above); expenses of repairing damage of the type normally covered by fire, vandalism, flood, and EC insurance; any expense paid or reimbursed from insurance proceeds; costs of repairing damage for which Lessor is entitled to reimbursement from others; remodeling costs for new or existing tenants; common area improvements or personal property required by other tenants to be made, purchased, or furnished to such tenants; utility and air conditioning or heating costs or other expenses which are separately billed to specific tenants; franchise and income taxes of Lessor; leasing commissions; expenses of advertising and marketing vacant space in the building; legal fees; structural repairs to roof, foundation, and walls; asbestos removal; and installation of sprinklers, fire alarms, and smoke detector systemssystems and costs of Lessor's general corporate overhead, and costs of any extraordinary services provided to other tenants of the building but not to Lessee. If utilities and taxes included in “"Building Operating Expense” " are not payable, billed or otherwise due so as to allow an accurate calculation of said factors annually, then Lessor, in its reasonable discretion, may estimate and prorate said expenses on an annual basis, and said factors shall be properly adjusted by Lessor when they actually become due and payable. Otherwise, expenses must be supported by invoices and actually paid. EXHIBIT C (cont’d) Page Two of Two.

DEFINITION OF BUILDING OPERATING EXPENSES. Building Operating Expenses operating expenses for each calendar year shall include: all ad valorem taxes, assessments and related government charges becoming due on the building and on-site personal property used in operation of the building in such period; utilities; insurance premiums for fire, extended coverage, vandalism, and liability on the building and personal property used in building management; landscape expenses; janitorial expenses; window cleaning; supplies; painting, roof repairs, window replacement, and other maintenance expenses; licenses; permits; advertising; maintenance salaries and bonuses; payroll taxes; management office overhead and management fees; and all other managerial, administrative and operating expenses which are reasonably related to the operation of the building and utilities serving same. No such category shall include more than 12 months’ ' worth of expenses. Building Operating Expenses operating expenses shall also include the following improvements if amortized over the useful life of such improvements for IRS purposes together with interest at 12% per annum on the unamortized cost: (i) improvements which or are designed to reduce operating expenses, (ii) improvements or modifications required by governmental agencies following completion of the building, and (iii) improvements to carpeting, floor covering, draperies, and wall coverings for the common areas of the building, including but not limited to carpeting, floor covering, draperies and wall coverings. Building Operating Expenses operating expenses shall be calculated on an accrual basis in accordance with generally accepted accounting principles, consistently applied. The word “"building” " as referred to above shall include the building, parking areas, parking garage (if any), and common areas. Building Operating Expenses operating expenses shall not include: principal and interest payments on mortgages; depreciation or improvements which IRS requires to be depreciated (except as provided above); expenses of repairing damage of the type normally covered by fire, vandalism, flood, and EC insurance; any expense paid or reimbursed from insurance proceeds; costs of repairing damage for which Lessor is entitled to reimbursement from others; remodeling costs for new or existing tenants; common area improvements or personal property required by other tenants to be made, purchased, or furnished to such tenants; utility and air conditioning or heating costs or other expenses which are separately billed to specific tenants; franchise and income taxes of Lessor; leasing commissions; expenses of marketing vacant space in the building; legal fees; structural repairs to roof, foundation, and walls; asbestos removal; and installation of sprinklers, fire alarms, and smoke detector systems. If utilities and taxes included in “"Building Operating Expense” " are not payable, billed or otherwise due so as to allow an accurate calculation of said factors annually, then Lessor, in its reasonable discretion, may estimate and prorate said expenses on an annual basis, and said factors shall be properly adjusted by Lessor when they actually become due and payable. Otherwise, expenses must be supported by invoices and actually paid. EXHIBIT C (cont’d) Page Two of Two.

DEFINITION OF BUILDING OPERATING EXPENSES. Building Operating Expenses operating expenses for each calendar year shall include: all ad valorem taxes, assessments and related government charges becoming due on the building office building; and on-site personal property used in operation of the office building in such period; utilities; insurance premiums for fire, extended coverage, vandalism, and liability on the building and personal property used in building management; landscape expenses; janitorial expenses; window cleaning; supplies; painting, roof repairs, window replacement, painting and other maintenance expenses; licenses; permits; advertising; maintenance salaries and bonuses; payroll taxes; management office overhead and management fees; and all other managerial and operating expenses which are reasonably related to the operation of the building and utilities serving same. No such category shall include more than 12 months’ ' worth of expenses. Building Operating Expenses operating expenses shall also include amortization of the following improvements if amortized over the useful life of such improvements for IRS purposes together with interest at 12% per annum on the unamortized non amortized cost: (i) improvements which or are designed to reduce operating expenses, (ii) improvements or modifications required by governmental agencies following completion of the building, and (iii) improvements to carpeting, floor covering, draperies, and wall coverings for the common areas of the building, including but not limited to carpeting, floor covering, draperies and wall coverings. Building Operating Expenses operating expenses shall be calculated on an accrual basis in accordance Page 29 Lessor /s/ [ILLEGIBLE] Lessee /s/ [ILLEGIBLE] --------------- --------------- with generally accepted accounting principles, consistently applied. The word “"building” " as referred to above shall include the building, parking areas, parking garage (if any), and common areas. Building Operating Expenses operating expenses shall not include: principal and interest payments on mortgages; depreciation or of improvements which IRS requires to be depreciated (except as provided above); expenses of repairing damage of the type normally covered by fire, vandalism, flood, and EC insurance; any expense paid or reimbursed from insurance proceedsproceeds or other third party sources; costs of repairing damage for which Lessor is entitled to reimbursement from others; remodeling costs for new or existing tenants; common area improvements or personal property required by other tenants to be made, purchased, or furnished to such tenants; common area improvements or personal property required by other tenants to be made, purchased, or furnished to such tenants; utility and air conditioning or heating costs or other expenses which are separately billed to specific tenants; franchise and income taxes of Lessor; leasing commissions; expenses of marketing vacant space in the building; legal fees; structural repairs to roof, foundation, and walls; asbestos removal; and installation of sprinklers, fire alarms, and smoke detector systems. If utilities and taxes included in “"Building Operating Expense” " are not payable, billed or otherwise due so as to allow an accurate calculation of said factors annually, then Lessor, in its reasonable discretion, may estimate and prorate pro rata said expenses on an annual basis, and said factors shall be properly adjusted by Lessor when they actually become due and payable. Otherwise, expenses must be supported by invoices invoice and actually paid. EXHIBIT C (cont’d) Page Two of Two.

DEFINITION OF BUILDING OPERATING EXPENSES. Building Operating Expenses operating expenses for each calendar year shall include: all ad valorem taxes, assessments and related government charges becoming due on the building office complex; and on-site personal property used in operation of the building office complex in such period; utilities; , insurance premiums for fire, extended coverage, vandalism, and liability on the building and personal property used in building management; landscape expenses; janitorial expenses; window cleaning; supplies; painting, roof repairs, window replacement, painting and other maintenance expenses; licenses; permits; advertising; maintenance salaries and bonuses; payroll taxes; management office overhead and management fees; and all other managerial and operating expenses which are reasonably related to the operation of the building and utilities serving same. No such category shall include more than 12 months’ ' worth of expenses. Building Operating Expenses operating expenses shall also include the following improvements if amortized over the useful life of such improvements for IRS purposes together with interest at 12% per annum on the unamortized unamortized, cost: (i) improvements which or are designed to reduce operating expenses, (ii) improvements or modifications required by governmental agencies following completion of the building, and (iii) improvements to carpeting, floor covering, draperies, and wall coverings for the common areas of the building, including but not limited to carpeting, floor covering, draperies and wall coverings. Building Operating Expenses operating expenses shall be calculated on an accrual basis in accordance with generally accepted accounting principles, consistently applied. The word “"building” " as referred to above shall include the building, parking areas, parking garage (if any), and common areas. Building Operating Expenses operating expenses shall not include: principal and interest payments on mortgages; depreciation or improvements which IRS requires to be depreciated (except as provided above); expenses of repairing damage of the type normally covered by fire, vandalism, flood, and EC insurance; any expense paid or reimbursed from insurance proceeds; costs of repairing damage for which Lessor is entitled to reimbursement from others; remodeling costs for new or existing tenants; common area improvements or personal property required by other tenants to be made, purchased, or furnished to such tenants; common area improvements or personal property required by other tenants to be made, purchased, or furnished to such tenants; utility and air conditioning or heating costs or other expenses which are separately billed to specific tenants; franchise and income taxes of Lessor; leasing commissions; expenses of marketing vacant space in the building; legal fees; structural repairs to roof, foundation, and walls; asbestos removal; and installation of sprinklers, fire alarms, and smoke detector systems. If utilities and taxes included in “"Building Operating Expense” " are not payable, billed or otherwise due so as to allow an accurate calculation of said factors annually, then Lessor, in its reasonable discretion, may estimate and prorate prorata said expenses on an annual basis, and said factors shall be properly adjusted by Lessor when they actually become due and payable. Otherwise, expenses must be supported by invoices invoice and actually paid. EXHIBIT C (cont’d) Page Two of Two.

DEFINITION OF BUILDING OPERATING EXPENSES. Building Operating Expenses operating expenses for each calendar year shall include: all ad valorem taxes, assessments and related government charges becoming due on the building and on-site personal property used in operation of the building in such period; utilities; insurance premiums for fire, extended coverage, vandalism, and liability on the building and personal property used in building management; landscape expenses; janitorial expenses; window cleaning; supplies; painting, roof repairs, window replacement, and other maintenance expenses; licenses; permits; advertising; maintenance salaries and bonuses; payroll taxes; management office overhead and management fees; and all other managerial, administrative and operating expenses which are reasonably related to the operation of the building and utilities serving same. No such category shall include more than 12 months’ worth of expenses. Building Operating Expenses operating expenses shall also include the following improvements if amortized over the useful life of such improvements for IRS purposes together with interest at 12% per annum on the unamortized cost: (i) improvements which or are designed to reduce operating expenses, (ii) improvements or modifications required by governmental agencies following completion of the building, and (iii) improvements to carpeting, floor covering, draperies, and wall coverings for the common areas of the building, including but not limited to carpeting, floor covering, draperies and wall coverings. Building Operating Expenses operating expenses shall be calculated on an accrual basis in accordance with generally accepted accounting principles, consistently applied. The word “building” as referred to above shall include the building, parking areas, parking garage (if any), and common areas. Building Operating Expenses operating expenses shall not include: principal and interest payments on mortgages; depreciation or improvements which IRS requires to be depreciated (except as provided above); expenses of repairing damage of the type normally covered by fire, vandalism, flood, and EC insurance; any expense paid or reimbursed from insurance proceeds; costs of repairing damage for which Lessor is entitled to reimbursement from others; remodeling costs for new or existing tenants; common area improvements or personal property required by other tenants to be made, purchased, or furnished to such tenants; utility and air conditioning or heating costs or other expenses which are separately billed to specific tenants; franchise and income taxes of Lessor; leasing commissions; expenses of marketing vacant space in the building; legal fees; structural repairs to roof, foundation, and walls; asbestos removal; and installation of sprinklers, fire alarms, and smoke detector systems. If utilities and taxes included in “Building Operating Expense” are not payable, billed or otherwise due so as to allow an accurate calculation of said factors annually, then Lessor, in its reasonable discretion, may estimate and prorate said expenses on an annual basis, and said factors shall be properly adjusted by Lessor when they actually become due and payable. Otherwise, expenses must be supported by invoices and actually paid. EXHIBIT C (cont’d) Page Two of Two.

DEFINITION OF BUILDING OPERATING EXPENSES. Building Operating Expenses for each calendar year shall include: all ad valorem taxes, assessments and related government charges becoming due on the building Building and personal property used in operation of the building Building in such period; utilities; insurance premiums for fire, extended coverage, vandalism, and liability on the building Building and personal property used in building Building management; interior and exterior landscape expenses; janitorial expenses; window cleaning; supplies; painting, roof repairs, window replacement, and other maintenance expenses; licenses; permits; advertising; management and maintenance salaries and bonuses; payroll taxes; management office overhead and management fees; and all other managerial, administrative and operating expenses which are reasonably related to the operation of the building Building and utilities serving same. No such category shall include more than 12 months’ worth of expenses. Building Operating Expenses shall also include the following improvements if amortized over the useful life of such improvements together with interest at 128% per annum on the unamortized cost: (i) improvements which or are designed to reduce operating expensesBuilding Operating Expenses, (ii) improvements or modifications required by governmental agencies following completion of the buildingBuilding, and (iii) improvements to the common areas Common Areas of the buildingBuilding, including but not limited to carpeting, floor covering, draperies and wall coverings. Building Operating Expenses shall be calculated on an accrual basis in accordance with generally accepted accounting principles, consistently applied. The word “buildingBuilding” as referred to above shall include the buildingBuilding, parking areas, parking garage (if any), and common areasCommon Areas. Building Operating Expenses shall not include: principal and interest payments on mortgages; depreciation or improvements which IRS requires to be depreciated (except as provided above); expenses of repairing damage of the type normally covered by fire, vandalism, flood, and EC insurance; any expense paid or reimbursed from insurance proceeds; costs of repairing damage for which Lessor is entitled to reimbursement from others; remodeling costs for new or existing tenants; common area Common Area improvements or personal property required by other tenants to be made, purchased, or furnished to such tenants; utility and air conditioning or heating costs or other expenses which are separately billed to specific tenants; franchise and income taxes of Lessor; leasing commissions; expenses of marketing vacant space in the buildingBuilding; legal fees; structural repairs to roof, foundation, and walls; asbestos removal; and installation of new sprinklers, fire alarms, and smoke detector systems. Building Name: StoneCliff Lessee Lessee’s Name: Pain Therapeutics, Inc. Lessor Rev: 03/2009 Page Two of Two If utilities and taxes included in “Building Operating ExpenseExpenses” are not payable, billed or otherwise due so as to allow an accurate calculation of said factors annually, then Lessor, in its reasonable discretion, may estimate and prorate said expenses on an annual basis, and said factors shall be properly adjusted by Lessor when they actually become due and payable. Otherwise, expenses must be supported by invoices and actually paid. EXHIBIT C Notwithstanding anything is this subsection (cont’dc) Page Two of Twothis Exhibit, if the present method of taxation changes so that in lieu of the whole or any part of any Taxes levied on the Building, there is levied on Lessor a capital tax directly on the Rents received therefrom or a franchise tax, assessment, or a charge based, in whole or in part, upon such Rents (including but not limited to the tax imposed pursuant to the 2006 amendments to the Texas Tax Code, Chapter 171, and all subsequent legislation altering, or modifying such amendments, pertaining to certain franchise, margin, revenue, or income taxes, imposed on any entity pursuant to such legislation), then all such taxes, assessments, or charges, or the part thereof so based, shall be deemed to be included within the term “Taxes” hereof.