Common use of Operating Expense Escalation Clause in Contracts

Operating Expense Escalation. During the Base Term, the annual Base Rent shall be adjusted for increases in Operating Expenses, (as hereinafter defined), in the following manner: (a) The Base Rent includes an annual expense stop of Five and 05/100 Dollars ($5.05) per rentable square foot. The first year’s Estimated CAM and Operating Expenses are attached hereto as Exhibit E. Each twelve month period from the beginning of the Base Term shall be a lease year. Lessee shall be responsible for its proportionate share of the cost of Operating Expenses over the expense stop amount stated herein. Operating Expenses which are not directly attributable to the Demised Premises shall be prorated by dividing the total number of rentable square feet in the Demised Premises by the total number of square feet in the XXXX Building. (b) Lessor shall furnish Lessee, annually, statements prepared by the chief financial officer or general partner of Lessor and certified by such officer, partner or an independent certified public accountant showing Operating Expenses for the lease year. If Operating Expenses during the lease year are greater than the expense stop amount, Lessee shall pay its share of the overage to Lessor within thirty (30) days after receiving such certified statements. As used in this Article, “Operating Expenses” shall include only those items customarily considered in good accounting practice to be building operating expenses, to wit normal repairs not covered by insurance, maintenance, cleaning, janitorial services, utilities, supplies, real estate taxes, Xxxxxx Island Executive Center LLC common area maintenance and assessment charges, premiums for fire, casualty and liability insurance with respect to the building containing the Demised Premises, and management fees not in excess of three percent (3%) of gross collections. Operating Expenses shall not include, among other things, any expenses related to financing, depreciation, amortization, ground rents, costs of a capital nature, costs for which Lessee or other occupants of the Building are charged other than pursuant to the Operating Expense clauses, costs of procuring lessees, attorneys’ fees, accounting fees, nor administrative salaries and wages except for personnel working exclusively for the buildings containing the Common Improvements. Operating Expenses shall include only those costs actually paid by Lessor.

Operating Expense Escalation. During the Base Term, the annual Base Rent shall be adjusted for increases in Operating Expenses, (as hereinafter defined), in the following manner: (a) The Base Rent includes an annual expense stop of Five and 05/100 Dollars ($5.05) per rentable square foot. The first year’s Estimated CAM and Operating Expenses are attached hereto as Exhibit E. Each twelve month period from the beginning of the Base Term shall be a lease year. Lessee shall be responsible for its proportionate share of the cost of Operating Expenses over the expense stop amount stated herein. Operating Expenses which are not directly attributable to the Demised Premises shall be prorated by dividing the total number of rentable square feet in the Demised Premises by the total number of square feet in the XXXX BuildingBF Building and the Xxxxxx Island Executive Center Buildings. (b) Lessor shall furnish Lessee, annually, statements prepared by the chief financial officer or general partner of Lessor and certified by such officer, partner or an independent certified public accountant showing Operating Expenses for the lease year. If Operating Expenses during the lease year are greater than the expense stop amount, Lessee shall pay its share of the overage to Lessor within thirty (30) days after receiving such certified statements. As used in this Article, “Operating Expenses” shall include only those items customarily considered in good accounting practice to be building operating expenses, to wit normal repairs not covered by insurance, maintenance, cleaning, janitorial services, utilities, supplies, real estate taxes, Xxxxxx Island Executive Center LLC common area maintenance and assessment charges, premiums for fire, casualty and liability insurance with respect to the building containing the Demised Premises, and management fees not in excess of three percent (3%) of gross collections. Operating Expenses shall not include, among other things, any expenses related to financing, depreciation, amortization, ground rents, costs of a capital nature, costs for which Lessee or other occupants of the Building are charged other than pursuant to the Operating Expense clauses, costs of procuring lessees, attorneys’ fees, accounting fees, nor administrative salaries and wages except for personnel working exclusively for the buildings containing the Common Improvements. Operating Expenses shall include only those costs actually paid by Lessor.

Operating Expense Escalation. During the Base Term, the annual Base Rent Tenant shall be adjusted for increases in Operating Expensesresponsible to pay its Proportionate Share, (as hereinafter defined), of the increase in the following manner: (a) The Base Rent includes an annual expense stop of Five and 05/100 Dollars ($5.05) per rentable square foot. The first year’s Estimated CAM and Operating Expenses are attached hereto as Exhibit E. Each twelve month period from the beginning of the Base Term shall be a lease year. Lessee shall be responsible for its proportionate share of the cost of Operating Expenses over the expense stop amount stated herein. Operating Expenses which are not directly attributable to the Demised Premises Building that are in excess of Calendar Year 2023 Operating Expenses (the “Operating Expense Base Year”), any such excess, which amount shall be prorated by dividing known as the total number of rentable square feet in the Demised Premises by the total number of square feet in the XXXX Building. (b) Lessor shall furnish Lessee, annually, statements prepared by the chief financial officer or general partner of Lessor and certified by such officer, partner or an independent certified public accountant showing “Operating Expenses Excess”. The projected Operating Expenses for the lease Operating Expense Base Year are depicted on Exhibit C, which is attached hereto and made a part hereof. Tenant’s Proportionate Share is computed as follows: the numerator is Tenant’s rentable square feet (10,356) and the denominator is the Building’s total rentable square feet (30,456). Initially, Tenant’s Proportionate Share is 34.00%. With respect to any Base Year or any subsequent year in which the Building is not occupied to the extent of 95% of the rentable area thereof, the Operating Expenses for such period which vary with the occupancy of the Building, for the purposes hereof, be increased to the amount which would have been incurred had the Building been occupied to the extent of 95% of the rentable area thereof, as reasonably determined by Landlord, provided, however, that in no event shall Tenant be responsible for any amount which is grossed up in excess of those amounts actually paid by Landlord. Landlord shall provide its calculations to Tenant upon Txxxxx’s request. Within ninety (90) days following the end of each calendar year during the term of this Lease, Landlord shall furnish to Tenant a statement of Landlord’s actual Operating Expenses for the previous calendar year and a determination of the amount of Operating Expenses Excess which is due for such calendar year. If Operating Expenses during the lease year are greater than the expense stop amount, Lessee Tenant shall pay its share of the overage such amount to Lessor Landlord within thirty (30) days after receiving of its receipt of such certified statementsstatement. As used in this ArticleIf Landlord fails to furnish Tenant with such statement within twelve (12) months of the end of the applicable calendar year, “Landlord shall be deemed to have waived all rights to any reconciliation for Operating Expenses” shall include only those items customarily considered in good accounting practice to be building operating expenses, to wit normal repairs not covered by insurance, maintenance, cleaning, janitorial services, utilities, supplies, real estate taxes, Xxxxxx Island Executive Center LLC common area maintenance and assessment charges, premiums for fire, casualty and liability insurance with respect to the building containing the Demised Premises, and management fees not in excess of three percent (3%) of gross collections. Operating Expenses shall be defined as all actual costs and expenses incurred by Landlord, its agents, and/or designees in connect ion with operating, lighting, cleaning, maintaining, equipping, repairing, insuring, managing and/or replacing all or any part of the Building’s common areas (and any installations therein, thereon, thereunder or thereover), and all electrical, plumbing, and other systems of the Building not exclusively serving and paid for by particular tenants, which costs and expenses shall include, among but shall not be limited to, the following: all of the costs and expenses incurred in cleaning, heating, ventilating, air conditioning, maintaining, painting, repainting, repairing and replacing common toilets, lobbies, corridors, elevators, and stairways; cleaning, planting, replanting and maintaining the landscaped areas and other thingsareas of the property not containing buildings, paving or similar improvements; the cost of all Landlord’s insurance for the Building including, but not limited to, fire and other casualty, rental income, bodily injury, public liability, property damage liability, automobile parking lot liability insurance, sign insurance, workmen’s compensation insurance, and any expenses related other insurance carried by Landlord for the Building in limits selected by Landlord, and the cost of any deductible carried by Landlord in the event of a casualty; assessments; repairs; repaving; line repainting; exterior repainting; rental and maintenance of signs and equipment; lighting; sanitary control; removal (including temporary storage) of snow and ice, trash, rubbish, garbage and other refuse; depreciation of machinery and equipment used in such maintenance and of all building systems; repair, maintenance and replacement of roofs; depreciation of roof and paved area; maintenance, repair and/or replacement of on-site utility systems (including, without limitation, water lines and electrical, gas, sanitary sewer, drainage and storm water systems), heating, ventilating and air conditioning systems, and alarm systems; all fuel for the Building’s central heating system; all electrical, water, sewer and other utility charges not separately metered and paid for by tenants; personal property taxes; sales and use taxes on material, equipment, supplies and services for the Building; fees for required licenses and permits; fire, security and police protection (if and to financingthe extent provided by Landlord, depreciationwithout implying any obligation to do so unless otherwise specified in this Lease); operation and maintenance of public address system(s) and public toilets; reasonable straight line depreciation of, amortizationand all rental charges for, ground rentsmovable equipment; supplies, materials and labor for the Building; and the cost of any capital improvements (other than tenant improvements for specific tenants) made by or on behalf of Landlord to the Building or common area in order to (A) comply with any amendment or other change to the enactment or interpretation of any applicable laws from its enactment or interpretation after the Commencement Date (including, without limitation, under Section 11.02), or (B) intended to reduce Operating Expenses or improve life/safety conditions, but only to the extent of the amortized amount thereof over the useful life of such capital improvements as determined in accordance with generally accepted accounting principles consistently applied. Specifically excluded from Operating Expenses, notwithstanding the foregoing, are (i) the cost of capital improvements except as expressly provided above; (ii) all costs relating to the leasing and build-out of space for other tenants of the Building or reimbursable by such other tenants or for selective services provided to any specific tenant; (iii) principal, interest and other charges payable in connection with any financing or refinancing of the Building, and all other direct costs of a capital naturerefinancing, costs selling or exchanging the Building, including broker commissions, attorney’s fees and closing; (iv) real estate brokers’ leasing commissions or compensation and advertising and other marketing expenses and attorneys’ fees associated with the leasing of the Building; (v) legal, space planning, construction, and other expenses incurred in procuring tenants for which Lessee the Building or other renewing or amending leases with existing tenants or occupants of the Building are charged or any increase in insurance premiums to the extent that such increase is caused by the use or occupancy of another tenant; (vi) any expense for which Landlord actually receives reimbursement from insurance, condemnation awards, or other tenants (other than pursuant through the payment of additional rent under such tenants’ leases); (vii) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and services to the Operating Expense clauses, extent the same materially exceeds the costs of procuring lesseessuch good and/or services rendered by unaffiliated third parties on a competitive basis; (viii) Landlord’s charitable or political contributions; (ix) acquisition costs of sculpture, attorneys’ feespaintings or objects of art; (x) Landlord’s corporate overhead and compensation for Landlord’s employees and for accounting services, accounting feesexcept to the extent relating to operation of the Building; (xi) reserves of any kind, nor administrative salaries including reserves for equipment or capital replacement and wages except for personnel working exclusively future improvements, repairs or additions; (xii) management fees in the aggregate in excess of five percent (5%) of the total rent (including Base Rent, Escalations and other additional rent hereunder) for the buildings containing Building;. The operating expenses shall be accounted for using the Common Improvements. Operating Expenses shall include only those costs actually paid by Lessoraccrual basis under generally accepted accounting principles.

Operating Expense Escalation. During If Landlord's Operating Expense for any Operating Year shall be greater than the Base TermOperating Expense Allowance, Tenant shall pay to Landlord as Additional Rent an amount equal to Tenant's Proportionate Share (as defined below) of the difference (the amount of Tenant's Proportionate Share of such difference is hereinafter- referred to as the "Operating Expense Adjustment"). If Tenant occupies the Leased Premises or portion thereof for less than a full Operating Year, the annual Base Operating Expense Adjustment will be allocated proportionately to the amount of time in such Operating Year that Tenant so occupies such space. Such Additional Rent shall be adjusted for increases in Operating Expenses, (as hereinafter defined), paid in the following manner: : within one hundred twenty (a120) The Base days following the end of each Operating Year, Landlord shall furnish Tenant an Operating Expense Statement setting forth (i) the Operating Expense for the preceding Operating Year, (H) the Operating Expense Allowance and (iii) the Tenant's Operating Expense Adjustment for such Operating Year. Within fifteen (15) days following the receipt of such Operating Expense Statement (the "Expense Adjustment Date") Tenant shall pay to Landlord as Additional Rent includes an annual expense stop of Five and 05/100 Dollars ($5.05) per rentable square footthe Operating Expense Adjustment for such Operating Year. The Commencing with the first year’s Estimated CAM and Operating Expenses are attached hereto as Exhibit E. Each twelve month period from the beginning of the Base Term lease term, tenant shall be a lease year. Lessee shall be responsible for its proportionate share pay to landlord, on account of the cost of operating expense adjustment for such Operating Expenses over Year, monthly installments in advance equal to one-twelfth (1/12TH) OF THE estimated Operating Expense Adjustment for such Operating Year. On the expense stop amount stated herein. Operating Expenses which are not directly attributable to the Demised Premises shall be prorated by dividing the total number of rentable square feet in the Demised Premises by the total number of square feet in the XXXX Building. (b) Lessor shall furnish Lesseenext succeeding Expense Adjustment Date, annually, statements prepared by the chief financial officer or general partner of Lessor and certified by such officer, partner or an independent certified public accountant showing Operating Expenses for the lease year. If Operating Expenses during the lease year are greater than the expense stop amount, Lessee Tenant shall pay its share to Landlord (or Landlord shall credit to Tenant) any deficiency (or excess) between the installments paid on account of the overage to Lessor within thirty (30) days after receiving preceding year's Operating Expense Adjustment and the actual Operating Expense Adjustment for such certified statementsOperating Year. As used in this ArticleSection 6 and Section 1 where applicable, “Operating Expenses” the following words and terms shall include only those items customarily considered in good accounting practice to be building operating expenses, to wit normal repairs not covered by insurance, maintenance, cleaning, janitorial services, utilities, supplies, real estate taxes, Xxxxxx Island Executive Center LLC common area maintenance and assessment charges, premiums for fire, casualty and liability insurance with respect to the building containing the Demised Premises, and management fees not in excess of three percent (3%) of gross collections. Operating Expenses shall not include, among other things, any expenses related to financing, depreciation, amortization, ground rents, costs of a capital nature, costs for which Lessee or other occupants of the Building are charged other than pursuant to the Operating Expense clauses, costs of procuring lessees, attorneys’ fees, accounting fees, nor administrative salaries and wages except for personnel working exclusively for the buildings containing the Common Improvements. Operating Expenses shall include only those costs actually paid by Lessor.defined as hereinafter set forth:

Operating Expense Escalation. During (a) If the Expenses for any Comparative Year shall be greater than the Expenses for the Base TermExpense Year, then Tenant shall pay to Landlord, as additional rent for such Comparative Year, in the manner hereinafter provided, an amount equal to the Percentage of the excess of the Expenses for such Comparative Year over the Expenses for the Base Expense Year (such amount being hereinafter called the “Expense Payment”). Following the expiration of each Comparative Year and reasonably promptly but in no event later than one (1) year after the end of such Comparative Year, Landlord shall submit to Tenant a statement, as hereinafter described, setting forth the Expenses for the preceding Comparative Year, the annual Expenses for the Base Rent Expense Year, and the Expense Payment, if any, due to Landlord from Tenant for such Comparative Year. The rendition of such statement to Tenant shall constitute prima facie proof of the accuracy thereof and, if such statement shows an Expense Payment due from Tenant to Landlord with respect to the preceding Comparative Year then (i) Tenant shall make payment of any unpaid portion thereof within twenty (20) days after receipt of such statement; and (ii) Tenant shall also pay to Landlord, as additional rent, within twenty (20) days after receipt of such statement, an amount equal to the product obtained by multiplying the total Expense Payment for the preceding Comparative Year by a fraction, the denominator of which shall be 12 and the numerator of which shall be the number of months of the current Comparative Year which shall have elapsed prior to the first day of the month immediately following the rendition of such statement; and (iii) Tenant shall also pay to Landlord, as additional rent, commencing as of the first day of the month immediately following the rendition of such statement and on the first day of each month thereafter until a new statement is rendered, 1/12th of the total Expense Payment for the preceding Comparative Year. The aforesaid monthly payments based on the total Expense Payment for the preceding Comparative Year shall be adjusted for to reflect, if Landlord can reasonably estimate, known increases in Operating rates or costs, for the current Comparative Year, applicable to the categories involved in computing Expenses, (as hereinafter defined), in the following manner: (a) The Base Rent includes an annual expense stop of Five and 05/100 Dollars ($5.05) per rentable square footwhenever such increases become known prior to or during such current Comparative Year. The first year’s Estimated CAM payments required to be made under (ii) and Operating Expenses are attached hereto as Exhibit E. Each twelve month period from the beginning of the Base Term (iii) above shall be a lease year. Lessee shall be responsible credited toward the Expense Payment due from Tenant for its proportionate share of the cost of Operating Expenses over then current Comparative Year, subject to adjustment as and when the expense stop amount stated herein. Operating Expenses which are not directly attributable to the Demised Premises shall be prorated statement for such current Comparative Year is rendered by dividing the total number of rentable square feet in the Demised Premises by the total number of square feet in the XXXX BuildingLandlord. (b) Lessor The statements of the Expenses to be furnished by Landlord as provided in the second paragraph of 3.04(A)(a) above shall furnish Lessee, annually, statements prepared by the chief financial officer or general partner of Lessor be based on information and certified by such officer, partner or an independent certified public accountant showing Operating Expenses computations made for the lease year. If Operating Expenses during Landlord by a Certified Public Accountant (who may be the lease year are greater than the expense stop amount, Lessee shall pay its share of the overage to Lessor within thirty (30) days after receiving such certified statements. As used in this Article, “Operating Expenses” shall include only those items customarily considered in good accounting practice to be building operating expenses, to wit normal repairs not covered Certified Public Accountant now or then employed by insurance, maintenance, cleaning, janitorial services, utilities, supplies, real estate taxes, Xxxxxx Island Executive Center LLC common area maintenance and assessment charges, premiums for fire, casualty and liability insurance with respect to the building containing the Demised Premises, and management fees not in excess of three percent (3%) of gross collections. Operating Expenses shall not include, among other things, any expenses related to financing, depreciation, amortization, ground rents, costs of a capital nature, costs for which Lessee or other occupants of the Building are charged other than pursuant to the Operating Expense clauses, costs of procuring lessees, attorneys’ fees, accounting fees, nor administrative salaries and wages except for personnel working exclusively Landlord for the buildings containing the Common Improvements. Operating Expenses shall include only those costs actually paid by Lessor.audit of its accounts or who may be an employee of Landlord or Landlord’s then managing agent); said Certified Public Accountant may rely on Landlord’s allocations and estimates wherever operating cost allocations or estimates are needed for

Operating Expense Escalation. During In addition to the Base TermFixed Rent payable by Subtenant hereunder, the annual Base Rent commencing on January 1, 2007, Subtenant shall be adjusted for increases in pay Sublandlord, as additional rent, an amount (“Operating Expenses, Expense Escalation”) equal to Subtenant’s Share (as hereinafter defined), defined below) of the amount by which (I) the Tenant’s Operating Payment and real estate taxes (as defined in the following manner: (aXxxxxxxxx) The Base Rent includes an annual expense stop of Five and 05/100 Dollars ($5.05) per rentable square foot. The first year’s Estimated CAM and Operating Expenses are attached hereto as Exhibit E. Each twelve month period from the beginning payable by Sublandlord to Rewards Network pursuant to Article 4 of the Base Term shall be a lease year. Lessee shall be responsible for its proportionate share of the cost Xxxxxxxxx (both estimates as well as actuals) in respect of Operating Expenses over (as defined in the expense stop amount stated herein. Xxxxxxxxx) pertaining to the Premises exceeds (II) the Tenant’s Operating Payment payable by Sublandlord to Rewards Network pursuant to Article 4 of the Xxxxxxxxx (both estimates as well as actuals) for Base Year Operating Expenses which are not directly attributable to the Demised Premises shall be prorated by dividing the total number of rentable square feet (as defined in the Demised Premises by the total number Xxxxxxxxx) 2006 in respect of square feet in the XXXX Building. (b) Lessor shall furnish Lessee, annually, statements prepared by the chief financial officer or general partner of Lessor and certified by such officer, partner or an independent certified public accountant showing Operating Expenses for calendar year 2007. Each Operating Expense Escalation payment payable by Subtenant hereunder shall be due and payable at the lease yearsame time and in the same manner as Operating Expense increases are paid by Sublandlord under the Xxxxxxxxx, based on the computations that are provided to Sublandlord by Rewards Network. If Sublandlord shall xxxx Subtenant for Operating Expenses during Expense Escalations payable by Subtenant hereunder, such xxxx to set forth in reasonable detail the lease year are greater than the expense stop amount, Lessee shall pay its share computation of the overage to Lessor within thirty (30) days after receiving such certified statements. As used in this Article, “Operating Expenses” shall include only those items customarily considered in good accounting practice to be building operating expenses, to wit normal repairs not covered by insurance, maintenance, cleaning, janitorial services, utilities, supplies, real estate taxes, Xxxxxx Island Executive Center LLC common area maintenance and assessment charges, premiums for fire, casualty and liability insurance with respect to the building containing the Demised Premises, and management fees not in excess of three percent (3%) of gross collections. Operating Expenses shall not include, among other things, any expenses related to financing, depreciation, amortization, ground rents, costs of a capital nature, costs for which Lessee or other occupants of the Building are charged other than pursuant to the Operating Expense clausesEscalation to the extent provided by Rewards Network. If there shall be any increase or decrease in the Tenant’s Operating Payment payable by Sublandlord to Rewards Network under the Xxxxxxxxx for any period occurring during the Term, costs of procuring lesseeswhether during or after such period, attorneys’ feesthe Operating Expense Escalation payment payable by Subtenant hereunder for such period shall be appropriately adjusted. “Subtenant’s Share”, accounting feessince Subtenant is subleasing Sublandlord’s entire leased premises, nor administrative salaries and wages except for personnel working exclusively for shall mean Tenant’s Share (as defined in the buildings containing the Common Improvements. Operating Expenses shall include only those costs actually paid by LessorXxxxxxxxx).