Common use of OPERATING EXPENSE ADJUSTMENTS Clause in Contracts

OPERATING EXPENSE ADJUSTMENTS. For the purposes of this Article, the following terms are defined as follows: Base Year: The calendar year in which this lease term commences (provided, however, that the Base Year shall in no event be earlier than the first full calendar year following the date of initial occupancy by the first occupant of said Building). Comparison Year: Each calendar year of the term after the Base Year. Direct Expenses: All direct costs of operation and maintenance, as determined by standard accounting practices, and shall include the following costs by way of illustration, but not limited to: real property taxes, (whether assessed against the Landlord or assessed against the Tenant and collected by the Landlord, or both); water and sewer charges; insurance premiums; utilities; janitorial services; labor; costs incurred in the management of the Building, if any; air-conditioning & heating; elevator maintenance; supplies; materials; equipment; and tools; including maintenance, costs, and upkeep of all parking and common areas. (“Direct Expenses” shall not include depreciation on the Building of which Premises are a part or equipment therein, loan payments, executive salaries or real estate brokers’ commissions.) During the Renewal Term, If the Direct Expenses paid or incurred by the Landlord for the Comparison. Year on account of the operation or maintenance of the Building of which the Premises are a part are in excess of the Direct Expenses paid or incurred for the Base Year, then the Tenant shall pay a percentage of the increase. This percentage is that portion of the total rentable area of the Building occupied by the Tenant hereunder. Landlord shall endeavor to give to Tenant on or before the first day of March of each year following the respective Comparison Year a statement of the increase in rent payable by Tenant hereunder, but failure by Landlord to give such statement by said date shall not constitute a waiver by Landlord of its right to require an increase in rent. Upon receipt of the statement for the first Comparison Year, Tenant shall pay in full the total amount of increase due for the first Comparison Year, and in addition for the current year, the amount of any such increase shall be used as an estimate for said current year and this amount shall be divided into twelve (12) equal monthly installments and Tenant shall pay to Landlord concurrently with the regular monthly rent payment next due following receipt of such statement, an amount equal to one (1) monthly installment multiplied by the number of months from January in the calendar year in which said statement is submitted to the month of such payment, both months inclusive. Subsequent installments shall be payable concurrently with regular monthly payments for the balance of that calendar year and shall continue until the next Comparison Year’s statement is rendered. If the next or any succeeding Comparison Year results in a greater increase in Direct Expenses, then upon receipt of a statement from Landlord, Tenant shall pay a lump sum equal to such total increase in Direct Expenses over the Base Year, less the total monthly installments of estimated increases paid in the previous calendar year for which comparison is then being made to the Base Year; and the estimated monthly installments to be paid for the next year, following said Comparison Year, shall be adjusted to reflect such increase. If any Comparison Year the Tenant’s share of Direct Expenses be less than the preceding year, then upon receipt of Landlord’s statement, any overpayment made by Tenant on the monthly installment basis provided above shall be credited towards the next monthly rent falling due and the estimated monthly installments of Direct Expenses to be paid shall be adjusted to reflect such lower Direct Expenses for the most recent Comparison Year. Even though the term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant’s share of Direct Expenses for the year in which this Lease terminates, Tenant shall immediately pay any increases due over the estimated expenses paid and conversely any overpayment made in the event said expenses decrease shall be immediately rebated by Landlord to Tenant. Notwithstanding anything contained in this Article, the rental payable by Tenant shall in no event be less than the rent specified in Article 5 hereinabove.

OPERATING EXPENSE ADJUSTMENTS. For The Landlord and Tenant each acknowledge that the purposes Rent specified in Item 3 of this Article, the following terms are defined as follows: Base Year: The calendar year Lease does not provide for increases in which this lease term commences (provided, however, that operating expenses and real estate taxes in excess of the Base Year shall in no event be earlier than Amounts. Accordingly, during the term of this Lease, and any extension(s) thereto, beginning with the first full calendar year subsequent to the Base Year, Tenant shall pay to Landlord, as additional rent, its proportionate share of estimated increases in operating expenses and real estate taxes over the Base Year amounts. Commencing on January 1 of the calendar year following the date of initial occupancy by Base Year and continuing on the first occupant day of said Building). Comparison Year: Each each calendar month thereafter until the expiration or other termination of this Lease, Tenant shall pay to Landlord, as additional monthly rental, an amount equal to one-twelfth of the Tenant’s Proportionate Share of the amount by which budgeted operating expenses and real estate taxes for the current calendar year exceeds the Base Year Amounts. In the event the amount of additional monthly rental collection hereunder for the term preceding twelve month period is less than the actual excesses for such year, Tenant shall remit the balance thereof to the Landlord within five (5) days after the Base Yearreceipt of such notice. Direct Expenses: All direct costs In the event the amount of operation and maintenanceadditional monthly rental collection hereunder for the preceding twelve month period is greater than the actual excesses for such period, as determined by standard accounting practices, and Landlord shall include remit the following costs by way of illustration, but not limited to: real property taxes, (whether assessed against the Landlord or assessed against difference to the Tenant and collected accompanied by the Landlord, or both); water and sewer charges; insurance premiums; utilities; janitorial services; labor; costs incurred in the management of the Building, if any; air-conditioning & heating; elevator maintenance; supplies; materials; equipment; and tools; including maintenance, costs, and upkeep of said notice. The term “operating expenses” includes all parking and common areas. (“Direct Expenses” shall not include depreciation on the Building of which Premises are a part or equipment therein, loan payments, executive salaries or real estate brokers’ commissions.) During the Renewal Term, If the Direct Expenses paid or expenses incurred by Landlord with respect to the Landlord for the Comparison. Year on account of the maintenance and operation or maintenance of the Building of which the Premises leased “Premises” are a part part, including, but not limited to, the following: maintenance, repair and replacement costs; electricity, fuel, water, sewer, gas and other utility charges; security, window washing and janitorial services; trash; landscaping and pest control; management fees, wages and benefits payable to employees of Landlord whose duties are in excess directly connected with the operation and-maintenance of the Direct Expenses paid Building; all services, supplies, repairs, replacements or incurred other expenses for the Base Year, then the Tenant shall pay a percentage of the increase. This percentage is that portion of the total rentable area of maintaining and operating the Building occupied by or project including parking and common areas; the Tenant hereunder. Landlord shall endeavor to give to Tenant on or before the first day of March of each year following the respective Comparison Year a statement of the increase in rent payable by Tenant hereundercost, but failure by Landlord to give such statement by said date shall not constitute a waiver by Landlord of including interest, amortized over its right to require an increase in rent. Upon receipt of the statement for the first Comparison Yearuseful life, Tenant shall pay in full the total amount of increase due for the first Comparison Year, and in addition for the current year, the amount of any such increase shall be used as an estimate for said current year and this amount shall be divided into twelve (12) equal monthly installments and Tenant shall pay to Landlord concurrently with the regular monthly rent payment next due following receipt of such statement, an amount equal to one (1) monthly installment multiplied by the number of months from January in the calendar year in which said statement is submitted to the month of such payment, both months inclusive. Subsequent installments shall be payable concurrently with regular monthly payments for the balance of that calendar year and shall continue until the next Comparison Year’s statement is rendered. If the next or any succeeding Comparison Year results in a greater increase in Direct Expenses, then upon receipt of a statement from Landlord, Tenant shall pay a lump sum equal to such total increase in Direct Expenses over the Base Year, less the total monthly installments of estimated increases paid in the previous calendar year for which comparison is then being capital improvements made to the Base YearBuilding by Landlord after the date of this lease which is required under any governmental law or regulation that was not applicable to the Building at the time it was constructed; and the estimated monthly installments to be paid cost, including interest, amortized over its useful life, of installation of any device or other equipment for the next yearpurpose of improving operating efficiency; all other expenses which would generally be regarded as operating and maintenance expenses which would reasonably be amortized over a period not to exceed five years; all insurance premiums Landlord is required to pay or deems necessary to pay, following said Comparison Yearincluding public liability insurance, shall be adjusted with respect to reflect such increasethe Building. If any Comparison Year The term operating expenses does not include the Tenant’s share of Direct Expenses be less than following: repairs, restoration or other work occasioned by fire, wind, the preceding year, then upon receipt elements or other casualty; income and franchise taxes of Landlord; real estate broker’s statementcommissions, any overpayment made by Tenant on the monthly installment basis provided above shall be credited towards the next monthly rent falling due attorney’s fees, costs and the estimated monthly installments of Direct Expenses to be paid shall be adjusted to reflect such lower Direct Expenses disbursements and other expenses incurred in connection with negotiations or disputes with Tenants, other occupants; advertising expenses and expenses for the most recent Comparison Year. Even though renovating of space for new Tenants; interest or principal payments on any mortgage or other indebtedness of Landlord; any depreciation allowance or expense; or operating expenses which are the term has expired and Tenant has vacated the Premises, when the final determination is made responsibility of Tenant’s share of Direct Expenses for the year in which this Lease terminates, Tenant shall immediately pay any increases due over the estimated expenses paid and conversely any overpayment made in the event said expenses decrease shall be immediately rebated by Landlord to Tenant. Notwithstanding anything contained in this Article, the rental payable by Tenant shall in no event be less than the rent specified in Article 5 hereinabove.

OPERATING EXPENSE ADJUSTMENTS. For The parties each acknowledge that the purposes Rent shall provide for increases or decreases, as the case may be, in Operating Expenses (as hereinafter defined) which may hereafter affect the Demised Premises. Accordingly, during the Term of this ArticleLease, the following terms are defined as follows: Base Year: The calendar year in which this lease term commences (providedand any extension(s) thereof, however, that the Base Year shall in no event be earlier than beginning with the first full calendar year following the date day of initial occupancy by the first occupant of said Building). Comparison Year: Each calendar year of the term after the Base Year. Direct Expenses: All direct costs of operation and maintenance, as determined by standard accounting practices, and shall include the following costs by way of illustration, but not limited to: real property taxes, (whether assessed against the Landlord or assessed against the Tenant and collected by the Landlord, or both); water and sewer charges; insurance premiums; utilities; janitorial services; labor; costs incurred in the management of the Building, if any; air-conditioning & heating; elevator maintenance; supplies; materials; equipment; and tools; including maintenance, costs, and upkeep of all parking and common areas. (“Direct Expenses” shall not include depreciation on the Building of which Premises are a part or equipment therein, loan payments, executive salaries or real estate brokers’ commissions.) During the Renewal Term, If the Direct Expenses paid or incurred by the Landlord for the Comparison. Year on account of the operation or maintenance of the Building of which the Premises are a part are in excess of the Direct Expenses paid or incurred for the Base any Lease Year, then the Tenant shall pay to Landlord estimated Operating Expenses (the “Estimated Operating Expenses”) in the form of additional rent, plus any applicable taxes (“Additional Rent”). The Estimated Operating Expenses shall be calculated on a percentage of the increase. This percentage is that portion of the total rentable area of the Building occupied by the Tenant hereunder. calendar year basis and prior to each calendar year, Landlord shall endeavor provide Tenant with the basis for the Estimated Operating Expense for the upcoming calendar year. To implement and effect the foregoing obligation of Tenant to give to pay the Estimated Operating Expenses, Tenant shall pay Landlord on or before the first day of March each calendar month one-twelfth (1/12) of the amount of the Estimated Operating Expenses for the then current Lease Year. There shall be an annual reconciliation between what Tenant paid and what Tenant should have paid, and Landlord shall deliver to Tenant a statement reflecting such reconciliation with a reasonably detailed statement of actual Operating Expenses for the preceding year, with appropriate back-up data (together, the “Reconciliation Statement”), within ninety (90) days following the end of each year following calendar year. Any amount paid by Tenant which exceeds the respective Comparison Year a statement actual Operating Expenses due shall be credited to the next succeeding payment of Estimated Operating Expenses due under this Section 3.1 (except that if the amount paid exceeds 110% of the increase in rent payable by actual Operating Expenses for the preceding year, Landlord shall refund the overpayment to Tenant hereunder, but failure by Landlord simultaneous with the delivery to give such statement by said date shall not constitute a waiver by Landlord of its right to require an increase in rent. Upon receipt Tenant of the statement for Reconciliation Statement). If Tenant has paid less than the first Comparison Yearcorrect amount due, Tenant shall pay the balance within thirty (30) days of receipt of written notice from Landlord. Tenant’s obligation to pay the adjustments described in full this Section 3.1(e) shall survive the total amount expiration or earlier termination of increase due for the first Comparison Year, and in addition for the current year, the amount of any such increase shall be used as an estimate for said current year and this amount shall be divided into twelve (12) equal monthly installments and Lease. Tenant shall pay to Landlord concurrently with the regular monthly rent payment next due following receipt of such statement, an amount equal to one have ninety (190) monthly installment multiplied by the number of months from January in the calendar year in which said statement is submitted to the month of such payment, both months inclusive. Subsequent installments shall be payable concurrently with regular monthly payments for the balance of that calendar year and shall continue until the next Comparison Year’s statement is rendered. If the next or any succeeding Comparison Year results in a greater increase in Direct Expenses, then upon days after receipt of a statement from LandlordReconciliation Statement to notify Landlord of its election to audit the preceding year’s Operating Expenses. Upon such notice, Tenant shall have the right, by itself, or through its employees or agents, at reasonable times and at a reasonable place designated by Landlord, to audit Landlord’s books and records in support of the then applicable year-end adjustment calculation. Upon reasonable notice and at Tenant’s expense, Landlord shall forward copies of such books and records to Tenant for such audit. Tenant agrees that it will not divulge or disclose to third parties (other than Tenant’s attorneys, accountants, auditors or similar professionals, where in each instance such “outside” parties have a bona fide “need to know”) any data, information, etc., disclosed by Landlord to Tenant (or its auditors) under the terms and provisions of this Section 3.1(c). If there is a timely written objection to the Reconciliation Statement by Tenant, and if Landlord and Tenant are unable to resolve such objection within thirty (30) days following the delivery by Tenant to Landlord of such written notice of audit, then Tenant shall immediately thereafter pay Landlord what Landlord claims is due. The dispute may then be submitted by Tenant to binding arbitration by the American Arbitration Association in Tampa, Florida, in accordance with its then prevailing rules. Judgment upon the arbitration award may be entered in any court in Tampa, Florida, having jurisdiction. The arbitrators shall have no power to change the provisions of this Lease. The arbitration panel shall consist of three arbitrators, one of whom shall be a lump sum equal to such total increase in Direct Expenses over the Base Year, less the total monthly installments of estimated increases paid commercial real estate attorney actively engaged in the previous calendar year practice of law for which comparison is then being made to at least the Base Year; last 5 years, another of whom shall be a certified public accountant actively engaged in the practice of accounting in the commercial real estate area for at least the last 5 years, and the estimated monthly installments third of whom shall be a licensed real estate broker actively engaged in the commercial leasing brokerage area for at least the last 5 years. Both parties shall continue to perform their respective Lease obligations during the pendency of any arbitration proceedings. If it is determined by such arbitration that Tenant overpaid the amount due, the overpaid amount, together with interest thereon at the rate of two percent (2%) above the “prime rate” or “base rate” from time to time announced by NationsBank, N.A. [or its successors] (such rate of interest is sometimes referred to herein as the “Maximum Rate of Interest and shall be charged from the date when the same was paid for to Landlord until the next yearsame shall be repaid to Tenant, following said Comparison Yearbut in no event shall such rate be in excess of the maximum rate permitted by law), shall be adjusted paid by Landlord to reflect such increase. If any Comparison Year the Tenant’s share of Direct Expenses be less than the preceding yearTenant within ten (10) days, then upon receipt of or, at Landlord’s statementelection, any overpayment made by Tenant on applied to the monthly installment basis provided above shall be credited towards Rent next due under this Lease. For the next monthly rent falling due and the estimated monthly installments purposes of Direct Expenses to be paid shall be adjusted to reflect such lower Direct Expenses for the most recent Comparison Year. Even though the term has expired and Tenant has vacated the Premises, when the final determination is made that portion of Tenant’s share of Direct Expenses for the year in which this Lease terminatesAgreement dealing with attorney’s fees, Tenant shall immediately pay any increases due over not be deemed to be “the estimated expenses paid and conversely any overpayment made in prevailing party” unless it is determined by such arbitration that Tenant overpaid by more than three percent (3%) of the event said expenses decrease Operating Expenses. Likewise for the purposes of that portion of this Lease Agreement dealing with attorney’s fees, Landlord shall not be immediately rebated deemed to be “the prevailing party” unless it is determined by Landlord such arbitration that Tenant has underpaid by more than three percent (3%) the Estimated Increases. Subject to Tenant. Notwithstanding anything contained in this Articlethe foregoing, the rental payable by Tenant arbitrators shall in no event be less than have the rent specified in Article 5 hereinabovepower to award reasonable attorney’s fees and reasonable expenses and costs.

OPERATING EXPENSE ADJUSTMENTS. For The parties each acknowledge ----------------------------- that the purposes Rent specified in sub Section (a) of this ArticleSection 3 does not provide for increases in Operating Expenses (as hereinafter defined) which may hereafter affect the Building; accordingly, during the following terms are defined as follows: Base Term of this Lease, and any extension(s) thereof, beginning with the first day of the Second Lease Year: The calendar year , Tenant shall pay to Landlord in which this lease term commences the form of Additional Rent (providedplus any applicable tax), however, that estimated increased Operating Expenses (including real estate taxes) over the Base Year shall in no event be earlier than Operating Expenses (the first full calendar year following the date of initial occupancy by the first occupant of said Building"Estimated Increase"). Comparison Year: Each calendar year To implement and effect the foregoing obligation of Tenant to pay the term after the Base Year. Direct Expenses: All direct costs of operation and maintenanceEstimated Increase, as determined by standard accounting practices, and shall include the following costs by way of illustration, but not limited to: real property taxes, (whether assessed against the Landlord or assessed against the Tenant and collected by the Landlord, or both); water and sewer charges; insurance premiums; utilities; janitorial services; labor; costs incurred in the management of the Building, if any; air-conditioning & heating; elevator maintenance; supplies; materials; equipment; and tools; including maintenance, costs, and upkeep of all parking and common areas. (“Direct Expenses” shall not include depreciation on the Building of which Premises are a part or equipment therein, loan payments, executive salaries or real estate brokers’ commissions.) During the Renewal Term, If the Direct Expenses paid or incurred by the Landlord for the Comparison. Year on account of the operation or maintenance of the Building of which the Premises are a part are in excess of the Direct Expenses paid or incurred for the Base Year, then the Tenant shall pay a percentage of the increase. This percentage is that portion of the total rentable area of the Building occupied by the Tenant hereunder. Landlord shall endeavor to give to Tenant on or before the first day of March each calendar month one-twelfth (1/12) of the amount of the Estimated Increase for the then current Lease Year. There shall be an annual reconciliation between what Tenant paid and what Tenant should have paid within ninety (90) days following the end of each year following the respective Comparison Year a statement of the increase in rent payable Lease Year. Any amount paid by Tenant hereunder, but failure by Landlord which exceeds the correct amount due shall be credited to give such statement by said date shall not constitute a waiver by Landlord the next succeeding payment of its right to require an increase in rentRent due under this Section 3.1. Upon receipt of If Tenant has paid less than the statement for the first Comparison Yearcorrect amount due, Tenant shall pay the balance within ten (10) days of receipt of written notice from Landlord. Tenant's obligation to pay the adjustments described in full this Section 3.1(e) shall survive the total amount expiration or earlier termination of increase due for this Lease. Tenant shall have thirty (30) days immediately following the first Comparison Yearsubmission to it by Landlord of each applicable adjustment calculation to objection to such particular calculation. Should Tenant fail duly and timely to object to such particular calculation, which object, to be effective, must be in writing and in addition for must state the current yearspecifics of such particular objection, then the amount of any such increase parties understand and agree, Landlord's calculation shall be used as an estimate for said current year and this amount conclusively deemed to be correct. Landlord, simultaneously with its submission to Tenant of each applicable year-end adjustment calculation, shall be divided into twelve (12) equal monthly installments and submit to Tenant a reasonably detailed statement of Operating Expenses to include, where reasonably appropriate, backup data. Tenant shall pay to Landlord concurrently with have the regular monthly rent payment next due following receipt of such statementright, an amount equal to one (1) monthly installment multiplied by the number of months from January itself, or through its employees or agents, at reasonable times and at a reasonable place in the calendar year in which said statement is submitted to the month of such paymentTampa, both months inclusive. Subsequent installments shall be payable concurrently with regular monthly payments for the balance of that calendar year and shall continue until the next Comparison Year’s statement is rendered. If the next or any succeeding Comparison Year results in a greater increase in Direct ExpensesFlorida, then upon receipt of a statement from designated by Landlord, Tenant shall pay a lump sum equal to such total increase audit Landlord's books and records in Direct Expenses over support of the Base Year, less the total monthly installments of estimated increases paid in the previous calendar year for which comparison is then being made to the Base Year; and the estimated monthly installments to be paid for the next applicable year, following said Comparison Year, shall be adjusted to reflect such increase. If any Comparison Year the Tenant’s share of Direct Expenses be less than the preceding year, then upon receipt of Landlord’s statement, any overpayment made by Tenant on the monthly installment basis provided above shall be credited towards the next monthly rent falling due and the estimated monthly installments of Direct Expenses to be paid shall be adjusted to reflect such lower Direct Expenses for the most recent Comparison Year. Even though the term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant’s share of Direct Expenses for the year in which this Lease terminates, Tenant shall immediately pay any increases due over the estimated expenses paid and conversely any overpayment made in the event said expenses decrease shall be immediately rebated by Landlord to Tenant. Notwithstanding anything contained in this Article, the rental payable by Tenant shall in no event be less than the rent specified in Article 5 hereinabove.-end adjustment

OPERATING EXPENSE ADJUSTMENTS. The Landlord and Tenant each acknowledge that the Rent specified in Item 3 of this Lease does not provide for increases in operating expenses and real estate taxes in excess of the Base Year Amounts. Accordingly, during the term of this Lease, and any extension(s) thereto, beginning with the first calendar year subsequent to the Base Year, Tenant shall pay to Landlord, as additional rent, its proportionate share of estimated increases in operating expenses and real estate taxes over the Base Year Amounts. Notwithstanding any language in the Lease seemingly to the contrary, if the Building is not fully occupied during the Base Year, actual Operating Expenses and Real Estate Taxes will be determined for the Base Year as if the Building had been fully occupied during such year. For the purposes of this ArticleLease, “fully occupied” means the following terms are defined as follows: Base Year: The calendar year greater of actual occupancy or 95% of the rentable area in which this lease term commences (provided, however, that the Base Year shall in no event be earlier than Building. Commencing on January 1 of the first full calendar year following the date of initial occupancy by Base Year and continuing on the first occupant day of said Building). Comparison Year: Each each calendar month thereafter until the expiration or other termination of this Lease, Tenant shall pay to Landlord, as additional monthly rental, an amount equal to one-twelfth of the Tenant’s Proportionate Share of the amount by which budgeted operating expenses and real estate taxes for the current calendar year exceeds the Base Year Amounts. In the event the amount of additional monthly rental collection hereunder for the term preceding twelve month period is less than the actual excesses for such year, Tenant shall remit the balance thereof to the Landlord within five (5) business days after the Base Yearreceipt of such notice. Direct Expenses: All direct costs In the event the amount of operation and maintenanceadditional monthly rental collection hereunder for the preceding twelve month period is greater than the actual excesses for such period, as determined by standard accounting practices, and Landlord shall include remit the following costs by way of illustration, but not limited to: real property taxes, (whether assessed against the Landlord or assessed against difference to the Tenant and collected accompanied by the Landlord, or both); water and sewer charges; insurance premiums; utilities; janitorial services; labor; costs incurred in the management of the Building, if any; air-conditioning & heating; elevator maintenance; supplies; materials; equipment; and tools; including maintenance, costs, and upkeep of said notice. The term “operating expenses” includes all parking and common areas. (“Direct Expenses” shall not include depreciation on the Building of which Premises are a part or equipment therein, loan payments, executive salaries or real estate brokers’ commissions.) During the Renewal Term, If the Direct Expenses paid or expenses incurred by Landlord with respect to the Landlord for the Comparison. Year on account of the maintenance and operation or maintenance of the Building of which the Premises leased “Premises” are a part part, including, but not limited to, the following: maintenance, repair and replacement costs; electricity, fuel, water, sewer, gas and other utility charges; security, window washing and janitorial services; trash; landscaping and pest control; management fees, wages and benefits payable to employees of Landlord whose duties are in excess directly connected with the operation and maintenance of the Direct Expenses paid Building; all services, supplies, repairs, replacements or incurred other expenses for the Base Year, then the Tenant shall pay a percentage of the increase. This percentage is that portion of the total rentable area of maintaining and operating the Building occupied by or project including parking and common areas; the Tenant hereunder. Landlord shall endeavor to give to Tenant on or before the first day of March of each year following the respective Comparison Year a statement of the increase in rent payable by Tenant hereundercost, but failure by Landlord to give such statement by said date shall not constitute a waiver by Landlord of including interest, amortized over its right to require an increase in rent. Upon receipt of the statement for the first Comparison Yearuseful life, Tenant shall pay in full the total amount of increase due for the first Comparison Year, and in addition for the current year, the amount of any such increase shall be used as an estimate for said current year and this amount shall be divided into twelve (12) equal monthly installments and Tenant shall pay to Landlord concurrently with the regular monthly rent payment next due following receipt of such statement, an amount equal to one (1) monthly installment multiplied by the number of months from January in the calendar year in which said statement is submitted to the month of such payment, both months inclusive. Subsequent installments shall be payable concurrently with regular monthly payments for the balance of that calendar year and shall continue until the next Comparison Year’s statement is rendered. If the next or any succeeding Comparison Year results in a greater increase in Direct Expenses, then upon receipt of a statement from Landlord, Tenant shall pay a lump sum equal to such total increase in Direct Expenses over the Base Year, less the total monthly installments of estimated increases paid in the previous calendar year for which comparison is then being capital improvements made to the Base YearBuilding by Landlord after the date of this Lease which is required under any governmental law or regulation that was not applicable to the Building at the time it was constructed; and the estimated monthly installments to be paid cost, including interest, amortized over its useful life, of installation of any device or other equipment for the next yearpurpose of improving operating efficiency; all other expenses which would generally be regarded as operating and maintenance expenses which would reasonably be amortized over a period not to exceed five years; all insurance premiums Landlord is required to pay or deems necessary to pay, following said Comparison Yearincluding public liability insurance, shall be adjusted with respect to reflect such increasethe Building. If any Comparison Year The term operating expenses does not include the Tenant’s share of Direct Expenses be less than following: repairs, restoration or other work occasioned by fire, wind, the preceding year, then upon receipt elements or other casualty; income and franchise taxes of Landlord; real estate broker’s statementcommissions, any overpayment made by Tenant on the monthly installment basis provided above shall be credited towards the next monthly rent falling due attorney’s fees, costs and the estimated monthly installments of Direct Expenses to be paid shall be adjusted to reflect such lower Direct Expenses disbursements and other expenses incurred in connection with negotiations or disputes with Tenants, other occupants; advertising expenses and expenses for the most recent Comparison Year. Even though renovating of space for new Tenants; interest or principal payments on any mortgage or other indebtedness of Landlord; any depreciation allowance or expense; or operating expenses which are the term has expired and Tenant has vacated the Premises, when the final determination is made responsibility of Tenant’s share of Direct Expenses for the year in which this Lease terminates, Tenant shall immediately pay any increases due over the estimated expenses paid and conversely any overpayment made in the event said expenses decrease shall be immediately rebated by Landlord to Tenant. Notwithstanding anything contained in this Articlethe foregoing, the rental payable by Tenant Landlord shall in no event be less than the rent specified in Article 5 hereinaboveprovide a cap of 5% on all controllable Operating Expenses. Controllable Operating Expenses do not include Utilities, Building Insurance and Real Estate Taxes.

OPERATING EXPENSE ADJUSTMENTS. For The parties each acknowledge that the purposes Rent specified in Item 3 of this ArticleLease does not provide for increases in Operating Expenses, Real Estate Taxes, and Utility Costs (all as hereinafter defined) which may hereafter affect the Premises or the Building; accordingly, during the Term of this Lease, and any extension(s) thereof, Tenant, beginning with the Commencement Date, shall pay to Landlord, in the form of Additional Rent (plus any applicable tax), its Proportionate Share of estimated increased Operating Expenses, Real Estate Taxes and Utility Costs over the base amount as defined in Item 1, Section (i). To implement and effect the foregoing obligation of Tenant to pay its Proportionate Share of the increases in the Operating Expenses, Real Estate Taxes and Utility Costs referenced in this Item 5, the following terms are defined as follows: Base Year: The calendar year in which this lease term commences (provided, however, parties agree that the Base Year shall in no event be earlier than the first full calendar year following the date of initial occupancy by the first occupant of said Building). Comparison Year: Each calendar year of the term after the Base Year. Direct Expenses: All direct costs of operation and maintenance, as determined by standard accounting practices, and shall include the following costs by way of illustration, but not limited to: real property taxes, (whether assessed against the Landlord or assessed against the Tenant and collected by the Landlord, or both); water and sewer charges; insurance premiums; utilities; janitorial services; labor; costs incurred in the management of the Building, if any; air-conditioning & heating; elevator maintenance; supplies; materials; equipment; and tools; including maintenance, costs, and upkeep of all parking and common areas. (“Direct Expenses” shall not include depreciation on the Building of which Premises are a part or equipment therein, loan payments, executive salaries or real estate brokers’ commissions.) During the Renewal Term, If the Direct Expenses paid or incurred by the Landlord for the Comparison. Year on account of the operation or maintenance of the Building of which the Premises are a part are in excess of the Direct Expenses paid or incurred for the Base Year, then the Tenant shall pay a percentage of the increase. This percentage is that portion of the total rentable area of the Building occupied by the Tenant hereunder. Landlord shall endeavor to give to Tenant on or before the first day of March of each year following the respective Comparison Year a statement calendar month one-twelfth (1/12) of the increase amount of Tenant's estimated annualized liability for such increases in rent payable such Operating Expenses, Real Estate Taxes and Utility Costs for the then current calendar year. There shall be an annual reconciliation between what Tenant paid and what Tenant should have paid. Any amount paid by Tenant hereunder, but failure by Landlord which exceeds the correct amount due shall be credited to give such statement by said date shall not constitute a waiver by Landlord of its right to require an increase in rentthe next succeeding payment due under this Item 5. Upon receipt of If Tenant has paid less than the statement for the first Comparison Yearcorrect amount due, Tenant shall pay in full the total amount balance within ten (10) days of increase due for receipt of notice from Landlord. If the Term of this Lease begins or ends other than on the first Comparison Year, and in addition for the current day or last day of a calendar year, the amount of any such increase foregoing Operating Expenses, Real Estate Taxes and Utility Costs shall be used as an estimate for said current year billed and adjusted on the basis of such fraction of a calendar year. Tenant's obligation to pay the adjustments described in this amount Item 5 shall survive the expiration or earlier termination of this Lease. Tenant shall have thirty (30) days immediately following the submission to it by Landlord of each applicable adjustment calculation to object to such particular calculation. Should Tenant fail duly and timely to object to such particular calculation, which objection, to be effective, must be in writing and must state the specifics of such particular objection, then, the parties understand and agree, Landlord's calculation shall be divided into twelve (12) equal monthly installments and Tenant shall pay to Landlord concurrently with the regular monthly rent payment next due following receipt of such statement, an amount equal to one (1) monthly installment multiplied by the number of months from January in the calendar year in which said statement is submitted to the month of such payment, both months inclusive. Subsequent installments shall be payable concurrently with regular monthly payments for the balance of that calendar year and shall continue until the next Comparison Year’s statement is rendered. If the next or any succeeding Comparison Year results in a greater increase in Direct Expenses, then upon receipt of a statement from Landlord, Tenant shall pay a lump sum equal to such total increase in Direct Expenses over the Base Year, less the total monthly installments of estimated increases paid in the previous calendar year for which comparison is then being made to the Base Year; and the estimated monthly installments conclusively deemed to be paid for the next yearcorrect. LANDLORD, following said Comparison YearCONTEMPORANEOUSLY WITH ITS SUBMISSION TO TENANT OF EACH APPLICABLE YEAR-END ADJUSTMENT CALCULATION, shall be adjusted to reflect such increaseSHALL SUBMIT TO TENANT A REASONABLY DETAILED AND THEN-PERTINENT STATEMENT OF OPERATING EXPENSES, REAL ESTATE TAXES AND UTILITY COSTS, TO INCLUDE, WHERE REASONABLY APPROPRIATE, BACKUP DATA. If any Comparison Year the Tenant’s share of Direct Expenses be less than the preceding yearTENANT AGREES THAT IT WILL NOT DIVULGE OR DISCLOSE TO THIRD PARTIES (OTHER THAN TENANT'S ATTORNEYS, then upon receipt of Landlord’s statementACCOUNTANTS, any overpayment made by Tenant on the monthly installment basis provided above shall be credited towards the next monthly rent falling due and the estimated monthly installments of Direct Expenses to be paid shall be adjusted to reflect such lower Direct Expenses for the most recent Comparison YearAUDITORS OR SIMILAR SUCH PROFESSIONALS, WHERE IN EACH INSTANCE SUCH "OUTSIDE" PARTIES HAVE A BONA-FIDE "NEED TO KNOW") ANY DATA, INFORMATION, ETC., DISCLOSED BY LANDLORD TO TENANT UNDER THE TERMS AND PROVISIONS OF THIS ITEM 5. Even though the term has expired and Tenant has vacated the PremisesIF TENANT BREACHES THE CONTENTS OF THE IMMEDIATELY PRECEEDING SENTENCE, when the final determination is made of Tenant’s share of Direct Expenses for the year in which this Lease terminates, Tenant shall immediately pay any increases due over the estimated expenses paid and conversely any overpayment made in the event said expenses decrease shall be immediately rebated by Landlord to Tenant. Notwithstanding anything contained in this Article, the rental payable by Tenant shall in no event be less than the rent specified in Article 5 hereinaboveTHEN LANDLORD THEREAFTER SHALL NOT HAVE THE OBLIGATION(S) DESCRIBED IN THE PENULTIMATE SENTENCE.

OPERATING EXPENSE ADJUSTMENTS. For In addition to the purposes of this ArticleMinimum Rental, the following terms are defined as follows: Base Year: The calendar year in which this lease term commences (provided, however, that the Base Year shall in no event be earlier than the first full calendar year following the date of initial occupancy by the first occupant of said Building). Comparison Year: Each calendar year of the term after the Base Year. Direct Expenses: All direct costs of operation and maintenance, as determined by standard accounting practices, and shall include the following costs by way of illustration, but not limited to: real property taxes, (whether assessed against the Landlord or assessed against the Tenant and collected by the Landlord, or both); water and sewer charges; insurance premiums; utilities; janitorial services; labor; costs incurred in the management of the Building, if any; air-conditioning & heating; elevator maintenance; supplies; materials; equipment; and tools; including maintenance, costs, and upkeep of all parking and common areas. (“Direct Expenses” shall not include depreciation on the Building of which Premises are a part or equipment therein, loan payments, executive salaries or real estate brokers’ commissions.) During the Renewal Term, If the Direct Expenses paid or incurred by the Landlord for the Comparison. Year on account of the operation or maintenance of the Building of which the Premises are a part are in excess of the Direct Expenses paid or incurred for the Base Year, then the Tenant shall pay a percentage of the increase. This percentage is that portion of the total rentable area of the Building occupied by the Tenant hereunder. Landlord shall endeavor to give to Tenant on or before the first day of March of each year following the respective Comparison Year a statement of the increase in rent payable by Tenant hereunder, but failure by Landlord to give such statement by said date shall not constitute a waiver by Landlord of its right to require an increase in rent. Upon receipt of the statement for the first Comparison Year, Tenant shall pay in full the total amount of increase due for the first Comparison Year, and in addition for the current year, the amount of any such increase shall be used as an estimate for said current year and this amount shall be divided into twelve (12) equal monthly installments and Tenant shall pay to Landlord concurrently with at the regular monthly times set forth in this paragraph Tenant's share of the Landlords expense, hereinafter referred to as "direct expenses" or "expenses" or "operating expenses", of operating the property, first year is thirty seven cents per square foot per month. Landlords Operating Expenses, include, without limitation, those costs of operation and maintenance of the property including walkways, deck area, marina area, landscape areas, parking garage or parking areas designated by Landlord, streets driveways, truckways, delivery passages, loading docks (if any) sidewalks, pedestrian passage ways, exterior stairwells, bus stops, retaining walls (if any), foundations, exterior walls, downspouts, gutters and roofs. Tenant shall be responsible for repairs and/or maintenance of roof if damage is the direct cause of Tenant, or Tenant contractors, etc. neglect. Tenant shall be responsible for elevator repair, if such repair is the direct cause of Tenant or Tenant customers, invitees or personnel of the buildings at the property. All furniture, fixtures, equipment, machinery and other persona1 property 1ocated therein owned by Landlord, restroom not located within the Premises of any tenant, area adjacent thereto, and parking areas for use by Tenants of the property, and boat slips and other areas and improvements provided by Landlord for the common use of Landlord and tenants of the property and their respective employees and invitees. Landlord may make a change at any time and from time to time in the size, shape, location, number and extent of these areas or any of them, and no such change shall entitle Tenants to any abatement of rent payment next due set forth in the following receipt subparagraphs A and B. Landlord shall operate, manage, equip, police, light, repair, clean, and maintain these areas in such manner as Landlord may in its sole discretion, determine to be appropriate. Landlord may temporarily close any of these areas for repairs or alterations, to prevent a dedication thereof or the accrual of prescriptive rights therein or for any other reason deemed sufficient by Landlord. Landlord shall at all times during the term of this Lease have the sole and exclusive control of these area and may, at any time and from time to time during the term hereof, restrain any use of such statementareas established by Landlord from time to time. If, an amount equal to one (1) monthly installment multiplied it, the opinion of Landlord, unauthorized persons are using any of these areas by reason of the number presence of months from January Tenant in the calendar year in which said statement is submitted property, Tenant, upon demand of Landlord, shall restrain such unauthorized use by appropriate proceedings. Nothing herein shall affect the right of Landlord at any time to remove any such unauthorized Person from these area or to prohibit use of these areas by unauthorized persons. Prior to the month commencement of each fiscal year of Landlord, Landlord shal1 give Tenant a written estimate of Tenants, share of such paymentcommon area cost for such fiscal year, both months inclusive. Subsequent installments shall be payable concurrently with regular monthly payments for the balance of that calendar year and shall continue until the next Comparison Year’s statement is rendered. If the next or any succeeding Comparison Year results in a greater increase in Direct Expenses, then upon receipt of a statement from Landlord, Tenant shall pay such estimated amount to Landlord in twelve equal monthly installments, in advance on the first day of each calendar month during such fiscal year. Within ninety (90) day, after the end of each fiscal year of Landlord, Landlord shall furnish the Tenant a lump sum equal to statement showing in reasonable detail the cost and expenses, incurred by Landlord for the operation and maintenance of the common area, during such total increase in Direct Expenses over the Base Yearfiscal year, less the total monthly installments of estimated increases paid in the previous calendar year for which comparison is then being made to the Base Year; and the parties shall within thirty (30) days thereafter make any payment of allowance necessary to adjust Tenant estimated monthly installments payment to be paid for the next year, following said Comparison Year, shall be adjusted to reflect such increase. If any Comparison Year the Tenant’s Tenants actual proportionate share of Direct Expenses be less than the preceding year, then upon receipt of Landlord’s common area costs as shown by such Annual statement, any overpayment made by Tenant on the monthly installment basis provided above shall be credited towards the next monthly rent falling due and the estimated monthly installments of Direct Expenses to be paid shall be adjusted to reflect such lower Direct Expenses for the most recent Comparison Year. Even though the term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant’s share of Direct Expenses for the year in which this Lease terminates, Tenant shall immediately pay any increases due over the estimated expenses paid and conversely any overpayment made in the event said expenses decrease shall be immediately rebated by Landlord to Tenant. Notwithstanding anything contained in this Article, the rental payable by Tenant shall in In no event be less shall the common area cost increase more than the rent specified three (3%) in Article 5 hereinaboveany one year.

OPERATING EXPENSE ADJUSTMENTS. For The parties each acknowledge that the purposes ----------------------------- Rent specified in Item 3 of the Lease does not provide for increases in operating expenses, real estate taxes, and utility casts which may hereafter affect the Premises or the Building; accordingly, during the term of this Article, the following terms are defined as follows: Base Year: The calendar year in which this lease term commences (provided, however, that the Base Year shall in no event be earlier than the first full calendar year following the date of initial occupancy by the first occupant of said Building). Comparison Year: Each calendar year of the term after the Base Year. Direct Expenses: All direct costs of operation and maintenance, as determined by standard accounting practicesLease, and shall include the following costs by way of illustrationany renewals thereof, but not limited to: real property taxes, (whether assessed against the Landlord or assessed against the Tenant and collected by the Landlord, or both); water and sewer charges; insurance premiums; utilities; janitorial services; labor; costs incurred in the management of the Building, if any; air-conditioning & heating; elevator maintenance; supplies; materials; equipment; and tools; including maintenance, costs, and upkeep of all parking and common areas. (“Direct Expenses” shall not include depreciation on the Building of which Premises are a part or equipment therein, loan payments, executive salaries or real estate brokers’ commissions.) During the Renewal Term, If the Direct Expenses paid or incurred by the Landlord for the Comparison. Year on account of the operation or maintenance of the Building of which the Premises are a part are in excess of the Direct Expenses paid or incurred for the Base Year, then the Tenant shall pay a percentage to Landlord, in the form of Additional Rent (plus any applicable tax), its Proportionate Share of increased expenses over the base amount as defined in Item 1, Section (j). To implement and effect the foregoing obligation of Tenant to pay its Proportionate Share of the increase. This percentage is expenses, taxes and costs referenced in this Item 5, the parties agree that portion of the total rentable area of the Building occupied by the Tenant hereunder. shall pay Landlord shall endeavor to give to Tenant on or before the first day of March of each year following the respective Comparison Year a statement calendar month one-twelfth (1/12) of the increase in rent payable amount of Tenant's estimated annualized liability for such expenses, taxes and costs for the coming calendar year. Any amount paid by Tenant hereunder, but failure by Landlord which exceeds the correct amount due shall be credited to give such statement by said date shall not constitute a waiver by Landlord of its right to require an increase in rentthe next succeeding payment due under this Item 5. Upon receipt of If Tenant has paid less than the statement for the first Comparison Yearcorrect amount due, Tenant shall pay in full the total amount balance within ten (10) days of increase due for receipt of notice from Landlord. If the term of this Lease shall begin or end other than on the first Comparison Year, and in addition for the current day or last day of a calendar year, the amount of any such increase foregoing expenses, taxes and costs shall be used as an estimate for said current year billed and adjusted on the basis of such fraction of a calendar year. Tenant's obligation to pay the adjustments described in this amount Item 5 shall survive the expiration of this Lease. Tenant shall have thirty (30) days following the submission to it by Landlord of each applicable adjustment calculation to object to each such calculation. Should Tenant fail duly and timely to object to each such calculation, which objection to be effective, must be in writing and must state the particulars of such objection, then, the parties understand and agree, Landlord's calculation shall be divided into twelve (12) equal monthly installments and Tenant shall pay to Landlord concurrently with the regular monthly rent payment next due following receipt of such statement, an amount equal to one (1) monthly installment multiplied by the number of months from January in the calendar year in which said statement is submitted to the month of such payment, both months inclusive. Subsequent installments shall be payable concurrently with regular monthly payments for the balance of that calendar year and shall continue until the next Comparison Year’s statement is rendered. If the next or any succeeding Comparison Year results in a greater increase in Direct Expenses, then upon receipt of a statement from Landlord, Tenant shall pay a lump sum equal to such total increase in Direct Expenses over the Base Year, less the total monthly installments of estimated increases paid in the previous calendar year for which comparison is then being made to the Base Year; and the estimated monthly installments conclusively deemed to be paid for the next year, following said Comparison Year, shall be adjusted to reflect such increase. If any Comparison Year the Tenant’s share of Direct Expenses be less than the preceding year, then upon receipt of Landlord’s statement, any overpayment made by Tenant on the monthly installment basis provided above shall be credited towards the next monthly rent falling due and the estimated monthly installments of Direct Expenses to be paid shall be adjusted to reflect such lower Direct Expenses for the most recent Comparison Year. Even though the term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant’s share of Direct Expenses for the year in which this Lease terminates, Tenant shall immediately pay any increases due over the estimated expenses paid and conversely any overpayment made in the event said expenses decrease shall be immediately rebated by Landlord to Tenant. Notwithstanding anything contained in this Article, the rental payable by Tenant shall in no event be less than the rent specified in Article 5 hereinabovecorrect.

OPERATING EXPENSE ADJUSTMENTS. (a) For the purposes purpose of this Article, the following terms are defined as follows: Base Year: The calendar year years as specified in which this lease term commences paragraph (provided, however, that c) of the Base Year shall in no event be earlier than the first full calendar year following the date of initial occupancy by the first occupant of said Building)Basic Lease Provisions. Comparison Year: Each calendar year of the term after the Base Year. Direct Expenses: All direct costs of operation and maintenance, as determined by standard accounting practices, and shall include the following costs by way of illustration, but not limited to: real property taxes and assessments; rent taxes, (whether assessed against the Landlord or assessed against the Tenant and collected by the Landlord, or both); gross receipt taxes; water and sewer charges; common area utility and common area janitorial services; insurance premiums; utilities; janitorial services; labor; costs incurred in the management of the Building, if any; air-air conditioning & and heating; elevator maintenance; supplies; materials; equipment; equipment and tools; including maintenance, costs, and upkeep of all parking and common areas. (“"Direct Expenses” " shall not include depreciation on of the Building of which the Premises are a part or equipment therein, loan payments, executive salaries or real estate brokers’ broker's commissions.) During Interest Expense: Defined as interest on the Renewal Term, primary loan secured by the property at the commencement lease which may be subject to rate reviews or adjustments. (Interest Expense shall not include points or fees relating to financing.) If the Direct and Interest Expenses paid or incurred by the Landlord for the Comparison. Comparison Year on account of the operation or maintenance of the Building of which the Premises are a part are in excess of the Direct and interest Expenses paid or incurred for the Base Year, then the Tenant shall pay a the percentage amount of the increaseincrease set forth in paragraph (d) of the Basic Lease Provisions. This percentage is that portion of the total rentable area of the Building occupied by the Tenant hereunder. Landlord shall endeavor to give to Tenant on or before the first day of March of each year following the respective Comparison Year a statement of the increase in rent payable by Tenant hereunder, but failure by of Landlord to give such statement such statement by said date shall not constitute a waiver by Landlord of its right to require an increase in rent. Upon receipt of the statement for the first Comparison Year, Tenant shall pay in full the total amount of increase due for the first Comparison Year, and in addition for the then current year, the amount of any such increase shall be used as an estimate for said current year and this amount shall be divided into by twelve (12) equal monthly installments and Tenant shall pay to Landlord Landlord, concurrently with the regular monthly rent payment next due following the receipt of such statement, an amount equal to one (1) monthly installment multiplied by the number of months from January in the calendar year in which said statement is submitted to the month of such payment, both months inclusive. Subsequent installments shall be payable concurrently with the regular monthly rent payments for the balance of that calendar year and shall continue until the next Comparison Comparisons Year’s 's statement is rendered. If the next or any succeeding Comparison Year results in a greater increase in Direct and Interest Expenses, then upon receipt of a statement from Landlord, Tenant shall pay a lump sum equal to such total increase in increase. In Direct and Interest Expenses over the Base Year, less total of the total monthly installments of estimated increases paid in the previous calendar year for which comparison is then being made to the Base Year; and the estimated monthly installments to be paid for the next year, following said Comparison Year, shall be adjusted to reflect such increase. If in any Comparison Year the Tenant’s Tenants share of Direct Expenses and Interest Expense be less than the preceding year, then upon receipt of Landlord’s 's statement, any overpayment made by Tenant on the monthly installment basis provided above shall be credited towards the next monthly rent falling due and the estimated monthly installments of Direct and Interest Expenses to be paid shall be adjusted to reflect such lower Direct and Interest Expenses for the most recent current Comparison Year. Even though the term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant’s 's share of Direct and Interest Expenses for the year in which this Lease terminates, Tenant shall immediately pay any increases due over the estimated expenses paid and conversely any overpayment made in the event said expenses decrease shall be immediately rebated by Landlord to Tenant. Notwithstanding anything contained in this Article, the rental payable by Tenant shall in no event be less than the rent specified in Article 5 hereinabove.4

OPERATING EXPENSE ADJUSTMENTS. For the purposes of this Article, the following terms are defined as follows: Base Year: The calendar year in which this lease term commences (provided, however, that the Base Year shall in no event be earlier than the first full calendar year following the date of initial occupancy by the first occupant of said Building). Comparison Year: Each calendar year of the term after the Base Year. Year: Direct Expenses: All direct costs of operation and maintenance, as determined by Expenses: standard accounting practices, and shall include the following costs by way of illustration, but not be limited to: real property taxes and assessments; rent taxes, gross receipt taxes (whether assessed against the Landlord or assessed against the Tenant and collected by the Landlord, or both); water and sewer charges; insurance premiums; utilities; janitorial services; labor; costs incurred in the management of the Building, if any; air-conditioning & heating; elevator maintenance; supplies; materials; equipment; and tools; , including maintenance, costs, and upkeep of all parking and common areas. areas (“"Direct Expenses” " shall not include depreciation on the Building of which the Premises are a part or equipment therein, loan payments, executive salaries or real estate brokers’ ' commissions.) During the Renewal Term, ). If the Direct Expenses paid or incurred by the Landlord for the Comparison. Comparison Year on account of the operation or maintenance of the Building of which the Premises are a part are in excess of the Direct Expenses paid or incurred for the Base Year, then the Tenant shall pay a percentage 25.5% of the increaseIncrease. This percentage is that portion of the total rentable area of the Building occupied by the Tenant hereunder. Landlord shall endeavor to give to Tenant on or before the first day of or March of each year following the respective Comparison Year a statement of the increase in rent payable by Tenant hereunder, but failure by Landlord to give such statement by said date shall not constitute a waiver by Landlord of its right to require an increase in rent. Upon receipt of the statement for the first Comparison Year, Tenant shall pay in full the total amount of increase due for the first Comparison Year, and in addition for the then current year, the amount of any such increase shall be used as an estimate for said current year and this amount shall be divided into twelve (12) equal monthly installments and Tenant shall pay to Landlord Landlord, concurrently with the regular monthly rent payment next due following the receipt of such statement, an amount equal to one (1) monthly installment multiplied by the number of months from January in the calendar year in which said statement is submitted to the month of such payment, both months inclusive. Subsequent installments shall be payable concurrently with the regular monthly rent payments for the balance of that calendar year and shall continue until the next Comparison Year’s 's statement is rendered. If the next or any succeeding Comparison Year results in a greater increase in Direct Expenses, then upon receipt of a statement from Landlord, Tenant shall pay a lump sum equal to such total increase increases in Direct Expenses over the Base Year, less the total of the monthly installments of estimated increases paid in the previous calendar year for which comparison is then being made to the Base Year; and the estimated monthly installments to be paid for the next year, following said Comparison Year, shall be adjusted to reflect such increase. If in any Comparison Year the Tenant’s 's share of Direct Expenses be less than the preceding year, then upon receipt of Landlord’s 's statement, any overpayment made by Tenant on the monthly installment basis provided above shall be credited towards the next monthly rent falling due and the estimated monthly installments of Direct Expenses to be paid shall be adjusted to reflect such lower Direct Expenses for the most recent Comparison Year. Even though the term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant’s 's share of Direct Expenses for the year in which this Lease terminates, Tenant shall immediately pay any increases increase due over the estimated expenses paid and conversely any overpayment made in the event said expenses decrease shall be immediately rebated by Landlord to Tenant. Notwithstanding anything contained in this Article, the rental payable by Tenant shall in no event be by less than the rent specified in Article 5 hereinabove.

OPERATING EXPENSE ADJUSTMENTS. For the purposes of this Article, the following terms are term Direct Expenses is defined as follows: Base Year: The calendar year in which this lease term commences (provided, however, that the Base Year shall in no event be earlier than the first full calendar year following the date of initial occupancy by the first occupant of said Building). Comparison Year: Each calendar year of the term after the Base Year. Direct Expenses: All direct costs of operation and maintenance, as determined by standard accounting reasonable and customary practices, and shall include the following costs by way of illustration, but not be limited to: real property taxes, (whether assessed against the Landlord or assessed against the Tenant taxes and collected by the Landlord, or both)assessments; water and sewer charges; security systems and alarms; insurance premiums; utilities; janitorial services; snow removal; labor; window cleaning; costs incurred in the management of the Building, if any; air-air conditioning & heatingand heating maintenance; elevator maintenance; supplies; materials; , equipment; , and tools; including maintenance, costs, and upkeep of all parking and common areas. , landscaping repairs (“which, for purposes of this Agreement, shall mean repairs in excess of $5,000.00) to or replacement of roofs, HVAC, plumbing, sewer, electrical, elevators, or parking areas ("Direct Expenses” " shall not include depreciation on the Building of which Premises the premises are a part or of equipment therein, loan payments, executive salaries or salaries, real estate brokers’ commissions.' commissions or any repairs or maintenance covered by warranty or insurance). Tenant shall pay Landlord additional annual rent equal to twenty five percent (25%) During the Renewal Term, If the of Direct Expenses paid or incurred by the Landlord for the Comparison. Year on account of the operation or maintenance of the Building of or the lot on which the Premises premises are a part are part. Such additional rent shall be paid at monthly intervals in excess advance upon receipt of statements of estimated charges from Landlord. At the end of each calendar year, or, at Landlord's option, at any other more frequent interval, Landlord shall provide an accounting (including copies of any invoices requested by Tenant) of Tenant's share of Direct Expenses paid Expenses, and Tenant's payments toward such amount during the year or incurred for interval. During the Base Yearthirty (30) day period following such accounting, then the Tenant Landlord shall pay a percentage of the increase. This percentage is that portion of the total rentable area of the Building occupied by the Tenant hereunder. Landlord shall endeavor to give any excess to Tenant on or before the first day of March of each year following the respective Comparison Year a statement of the increase in rent payable by Tenant hereunderif payments exceed expenses, but failure by Landlord to give such statement by said date shall not constitute a waiver by Landlord of its right to require an increase in rent. Upon receipt of the statement for the first Comparison Year, Tenant shall pay in full the total amount of increase due for the first Comparison Year, and in addition for the current year, the amount of any such increase shall be used as an estimate for said current year and this amount shall be divided into twelve (12) equal monthly installments and Tenant shall pay additional rent to Landlord concurrently with the regular monthly rent payment next due following receipt of such statement, an amount equal to one (1) monthly installment multiplied by the number of months from January in the calendar year in which said statement is submitted to the month of such payment, both months inclusive. Subsequent installments shall be payable concurrently with regular monthly payments for the balance of that calendar year and shall continue until the next Comparison Year’s statement is renderedif expenses exceed payments. If the next or Direct Expenses increase by more than ten percent (10%) in any succeeding Comparison Year results in a greater increase in Direct Expenses, then upon receipt of a statement from Landlordyear, Tenant shall pay a lump sum equal have the right to such total increase in Direct Expenses over the Base Year, less the total monthly installments inspect Landlord's invoices and records of estimated increases paid in the previous calendar year for which comparison is then being made account relating to the Base Year; and Direct Expenses. Tenant shall pay the estimated monthly installments to be paid for cost of such inspection unless the next year, following said Comparison Year, shall be adjusted to reflect such increase. If any Comparison Year the Tenant’s share inspection reveals an overstatement of Direct Expenses be less of more than the preceding yearten percent (10%), then upon receipt of Landlord’s statement, any overpayment made by in which case Landlord shall reimburse Tenant on the monthly installment basis provided above shall be credited towards the next monthly rent falling due and the estimated monthly installments of Direct Expenses to be paid shall be adjusted to reflect such lower Direct Expenses for the most recent Comparison Yearcost of the inspection. Even though the term has expired and Tenant has vacated the Premisespremises, when the final determination is made of Tenant’s 's share of Direct Expenses for the year in which this Lease terminates, Tenant shall immediately pay any increases increase due over the estimated expenses paid and conversely any overpayment made in the event of said expenses decrease shall be immediately rebated by Landlord to Tenant. Notwithstanding anything contained in this Article, the rental payable by Tenant shall in no event be less than the rent specified in Article 5 hereinabove.

OPERATING EXPENSE ADJUSTMENTS. For The parties each acknowledge that the purposes Rent shall provide for increases or decreases, as the case may be, in Operating Expenses (as hereinafter defined) which may hereafter affect the Demised Premises. Accordingly, during the Term of this ArticleLease, the following terms are defined as follows: Base Year: The calendar year in which this lease term commences (providedand any extension(s) thereof, however, that the Base Year shall in no event be earlier than beginning with the first full calendar year following the date day of initial occupancy by the first occupant of said Building). Comparison Year: Each calendar year of the term after the Base Year. Direct Expenses: All direct costs of operation and maintenance, as determined by standard accounting practices, and shall include the following costs by way of illustration, but not limited to: real property taxes, (whether assessed against the Landlord or assessed against the Tenant and collected by the Landlord, or both); water and sewer charges; insurance premiums; utilities; janitorial services; labor; costs incurred in the management of the Building, if any; air-conditioning & heating; elevator maintenance; supplies; materials; equipment; and tools; including maintenance, costs, and upkeep of all parking and common areas. (“Direct Expenses” shall not include depreciation on the Building of which Premises are a part or equipment therein, loan payments, executive salaries or real estate brokers’ commissions.) During the Renewal Term, If the Direct Expenses paid or incurred by the Landlord for the Comparison. Year on account of the operation or maintenance of the Building of which the Premises are a part are in excess of the Direct Expenses paid or incurred for the Base any Lease Year, then the Tenant shall pay to Landlord estimated Operating Expenses (the "Estimated Operating Expenses") in the form of additional rent, plus any applicable taxes ("Additional Rent"). The Estimated Operating Expenses shall be calculated on a percentage of the increase. This percentage is that portion of the total rentable area of the Building occupied by the Tenant hereunder. calendar year basis and prior to each calendar year, Landlord shall endeavor provide Tenant with the basis for the Estimated Operating Expense for the upcoming calendar year. To implement and effect the foregoing obligation of Tenant to give to pay the Estimated Operating Expenses, Tenant shall pay Landlord on or before the first day of March each calendar month one-twelfth (1/12) of the amount of the Estimated Operating Expenses for the then current Lease Year. There shall be an annual reconciliation between what Tenant paid and what Tenant should have paid, and Landlord shall deliver to Tenant a statement reflecting such reconciliation with a reasonably detailed statement of actual Operating Expenses for the preceding year, with appropriate back-up data (together, the "Reconciliation Statement"), within ninety (90) days following the end of each year following calendar year. Any amount paid by Tenant which exceeds the respective Comparison Year a statement actual Operating Expenses due shall be credited to the next succeeding payment of Estimated Operating Expenses due under this Section 3.1 (except that if the amount paid exceeds 110% of the increase in rent payable by actual Operating Expenses for the preceding year, Landlord shall refund the overpayment to Tenant hereunder, but failure by Landlord simultaneous with the delivery to give such statement by said date shall not constitute a waiver by Landlord of its right to require an increase in rent. Upon receipt Tenant of the statement for Reconciliation Statement). If Tenant has paid less than the first Comparison Yearcorrect amount due, Tenant shall pay the balance within thirty (30) days of receipt of written notice from Landlord. Tenant's obligation to pay the adjustments described in full this Section 3.1(e) shall survive the total amount expiration or earlier termination of increase due for the first Comparison Year, and in addition for the current year, the amount of any such increase shall be used as an estimate for said current year and this amount shall be divided into twelve (12) equal monthly installments and Lease. Tenant shall pay to Landlord concurrently with the regular monthly rent payment next due following receipt of such statement, an amount equal to one have ninety (190) monthly installment multiplied by the number of months from January in the calendar year in which said statement is submitted to the month of such payment, both months inclusive. Subsequent installments shall be payable concurrently with regular monthly payments for the balance of that calendar year and shall continue until the next Comparison Year’s statement is rendered. If the next or any succeeding Comparison Year results in a greater increase in Direct Expenses, then upon days after receipt of a statement from LandlordReconciliation Statement to notify Landlord of its election to audit the preceding year's Operating Expenses. Upon such notice, Tenant shall pay have the right, by itself, or through its employees or agents, at reasonable times and at a lump sum equal reasonable place designated by Landlord, to audit Landlord's books and records in support of the then applicable year-end adjustment calculation. Upon reasonable notice and at Tenant's expense, Landlord shall forward copies of such total increase books and records to Tenant for such audit. Tenant agrees that it will not divulge or disclose to third parties (other than Tenant's attorneys, accountants, auditors or similar professionals, where in Direct Expenses over the Base Yeareach instance such "outside" parties have a bona fide "need to know") any data, less the total monthly installments of estimated increases paid in the previous calendar year for which comparison is then being made to the Base Year; and the estimated monthly installments to be paid for the next yearinformation, following said Comparison Yearetc., shall be adjusted to reflect such increase. If any Comparison Year the Tenant’s share of Direct Expenses be less than the preceding year, then upon receipt of Landlord’s statement, any overpayment made by Tenant on the monthly installment basis provided above shall be credited towards the next monthly rent falling due and the estimated monthly installments of Direct Expenses to be paid shall be adjusted to reflect such lower Direct Expenses for the most recent Comparison Year. Even though the term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant’s share of Direct Expenses for the year in which this Lease terminates, Tenant shall immediately pay any increases due over the estimated expenses paid and conversely any overpayment made in the event said expenses decrease shall be immediately rebated by Landlord to Tenant. Notwithstanding anything contained in this Article, the rental payable by Tenant shall in no event be less than the rent specified in Article 5 hereinabove.disclosed by