Common use of Reconciliation Clause in Contracts

Reconciliation. (A) Any failure by ▇▇▇▇▇▇▇▇ to deliver any estimate or statement of Additional Rent required under this Lease shall not operate as a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basis, Landlord shall provide Tenant with a statement of all actual Operating Expenses and Taxes for the preceding year within the first one hundred twenty (120) days of the new calendar year. If Tenant has made estimated payments of Operating Expenses or Taxes in excess of the actual amount due, Landlord shall credit Tenant with any overpayment against the next Rent otherwise due, provided, however, if such overpayment occurs within the final year of the Term, then Landlord shall use commercially reasonable efforts to reimburse Tenant in the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at the end of the Term. If the actual amount due exceeds the estimated payments made by Tenant during the preceding year, Tenant shall pay the difference to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days after receipt of a timely Review Notice, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at the office of the property manager for the Building. If ▇▇▇▇▇▇ fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expenses.

Reconciliation. As soon as is practical (A) Any failure by ▇▇▇▇▇▇▇▇ to deliver any estimate or statement of Additional Rent required under this Lease shall not operate as a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basis, which Landlord shall provide Tenant with a statement of all actual Operating Expenses and Taxes for the preceding year use reasonable efforts to do within the first one hundred twenty (120) days days) following the end of each (a) calendar year, Landlord shall furnish Tenant with a reasonably detailed statement containing breakdowns for the calculation of the new actual Expenses and Tenant’s Share of Expenses for the prior calendar year, and (b) Fiscal Year, Landlord shall furnish Tenant with a reasonably detailed statement containing breakdowns for the calculation of the actual Taxes and Tenant’s Share of Taxes for the prior Fiscal Year. If Tenant has made estimated payments desires additional details, Tenant may request such details and/or breakdowns for the calculation of Operating Tenant’s Share of Expenses or Tenant’s Share of Taxes in excess and Landlord shall promptly furnish the same to Tenant. If the estimated Tenant’s Share of Expenses for the prior calendar year is more than the actual amount dueTenant’s Share of Expenses for the prior calendar year, Landlord shall credit Tenant with any overpayment against or if the next Rent otherwise dueestimated Tenant’s Share of Taxes for the prior Fiscal Year is more than the actual Tenant’s Share of Taxes for the prior Fiscal Year, provided, however, if such overpayment occurs within as the final year of the Termcase may be, then Landlord shall use commercially reasonable efforts either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to reimburse Tenant in after first deducting the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at the end of the TermRent due. If the estimated Tenant’s Share of Expenses for the prior calendar year is less than the actual amount due exceeds Tenant’s Share of Expenses for the prior calendar year, or if the estimated payments made by Tenant during Tenant’s Share of Taxes for the preceding yearprior Fiscal Year is less than the actual Tenant’s Share of Taxes for the prior Fiscal Year, as the case may be, then Tenant shall pay the difference to Landlord Landlord, within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days after its receipt of a timely Review Noticethe statement and invoice for such amount of Expenses or Taxes, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at the office of the property manager any underpayment for the Building. If ▇▇▇▇▇▇ fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen prior calendar year (15for Expenses) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in prior Fiscal Year (for Taxes), as the case may be. Notwithstanding any dispute concerning any Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section payments shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement made by the parties in accordance with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expensesat the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolved.

Reconciliation. As soon as is practical (A) Any failure by ▇▇▇▇▇▇▇▇ to deliver any estimate or statement of Additional Rent required under this Lease shall not operate as a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basis, which Landlord shall provide Tenant with a statement of all actual Operating Expenses and Taxes for the preceding year use reasonable efforts to do within the first one hundred twenty (120) days days, but no later than one (1) year) following the end of the new each (a) calendar year. If , Landlord shall furnish Tenant has made estimated payments of Operating Expenses or Taxes in excess with a statement of the actual amount dueExpenses and Expense Excess for the prior calendar year, and (b) Fiscal Year, Landlord shall credit furnish Tenant with any overpayment against the next Rent otherwise due, provided, however, if such overpayment occurs within the final year a statement of the Termactual Taxes and Tax Excess for the prior Fiscal Year. If the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Landlord shall use commercially reasonable efforts either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to reimburse Tenant in after first deducting the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at the end of the TermRent due. If the estimated Expense Excess for the prior calendar year is less than the actual amount due exceeds Expense Excess for the prior calendar year, or if the estimated payments made by Tenant during Tax Excess for the preceding yearprior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay the difference to Landlord Landlord, within ten thirty (10) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (4530) days after receiving Landlord’s of its receipt of the statement of actual Operating Expenses or Taxes, any underpayment for the prior calendar year (for Expenses) or for the prior Fiscal Year (for Taxes), to review as the case may be. ▇▇▇▇▇▇▇▇’s records relating annual statement with respect to Operating Expenses for such year. Within a thirty and Taxes, or any other statement regarding other Additional Rent, shall be binding upon, and may not be disputed by, Tenant unless the statement is disputed by ▇▇▇▇▇▇, within ninety (3090) days after receipt of a timely Review Notice, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at receipt of Landlord’s statement, by a notice to Landlord specifically stating the office of the property manager grounds for the Buildingdispute. If ▇▇▇▇▇▇ fails ▇’s failure so to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved dispute ▇▇▇▇▇▇▇▇’s statement shall constitute a waiver of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, Landlord and Tenant payments shall work together be made by the parties in good faith to resolve the discrepancy between accordance with ▇▇▇▇▇▇▇▇’s statement at the time and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇. Likewisemanner set forth above, and if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section necessary there shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to further adjustment between the contrary, Tenant shall not be permitted to review Landlord’s records or to parties at the time the dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expensesresolved.

Reconciliation. (A) Any failure For the convenience of the parties, the initial amount to be withdrawn from the Designated Account on each Delivery Date will be equal to the Initial Estimated Delivery Amount. Buyer has calculated the Initial Estimated Delivery Amount based on Seller’s actual Receipts prior to the date of this Agreement, determined by ▇▇▇Buyer based on a review of Banking Records provided by Seller. “Banking Records” may include bank statements, accounts receivables reports, credit card receipts, and view-only access to business bank accounts. Buyer will review Seller’s Banking Records for each Review Period that occurs during the course of this Agreement so long as such records are provided to Buyer. ▇▇▇▇▇ to deliver any estimate or statement of Additional Rent required under this Lease shall not operate as a waiver of Landlordwill request that Seller’s right to collect all or any portion of Additional Rent due hereunder. On an annual basis, Landlord shall provide Tenant with a statement of all actual Operating Expenses and Taxes for the preceding year within the first one hundred twenty (120) days of the new calendar yearBanking Records be provided each month. If Tenant has made estimated payments of Operating Expenses Seller fails or Taxes refuses to provide Banking Records in excess of the actual amount due, Landlord shall credit Tenant with any overpayment against the next Rent otherwise due, provided, however, if such overpayment occurs within the final year of the Term, then Landlord shall use commercially reasonable efforts response to reimburse Tenant in the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at the end of the Term. If the actual amount due exceeds the estimated payments made by Tenant during the preceding year, Tenant shall pay the difference to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days after receipt of a timely Review Noticerequest, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇ shall not be obligated to conduct such a review. For this purpose, the “Review Period” is one month, beginning on the first of the month and ending on the last day of the month. Buyer will calculate Seller’s actual Receipts based solely upon a review of the Banking Records made available to Buyer for the applicable Review Period. Absent manifest error, ▇▇▇▇▇’s home office or at the office calculation of the property manager Seller’s actual Receipts for the Building. If ▇▇▇▇▇▇ fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant for review then Tenant Review Period shall be deemed to have approved ▇▇▇conclusive. ▇▇▇▇▇’s statement calculation of Operating Expenses for Seller’s actual Receipts will take place on or around the 12th calendar day following the end of the Review Period (the “Calculation Date”). The parties agree to adjust the Initial Estimated Delivery Amount so that subsequent withdrawals from the Designated Account are equal to the Remittance Percentage of the actual Receipts collected by Seller during a prior Review Period, as determined by Buyer on the Calculation Date. Each such year and Tenant adjustment is referred to herein as an “Adjusted Delivery Amount.” On each Delivery Date following a Calculation Date, the amount withdrawn from the Designated Account shall have no further right be equal to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s reviewAdjusted Delivery Amount. If Landlord and Tenant on any Calculation Date, the Buyer is unable to determine that Operating Expenses Seller’s actual Receipts for the year in question are less than reported in Landlord’s statementapplicable Review Period, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and Tenant determine parties agree that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section Adjusted Delivery Amount shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇based on the actual Receipts from the most recent Review Period for which ▇▇▇▇▇ retains an agent was able to review ▇▇▇▇▇▇▇▇determine Seller’s books actual Receipts. Seller hereby agrees to provide Buyer with such Banking Records as Buyer may reasonably require to calculate Seller’s actual Receipts, including authorization to have “view-only” access to all business bank accounts to accommodate the reconciliations. Seller shall maintain this view-only access at all times and records for shall provide Buyer with any yearupdated password, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basislogin, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible account information Buyer may require for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expensesthis purpose.

Reconciliation. (A) Any failure Payments by ▇▇▇▇▇▇▇▇ to deliver any estimate or statement Genocea of Additional Rent required under this Lease authorized herein shall not operate be reconciled by Smithsonian on an annual basis. This reconciliation shall be completed within ninety (90) days of Smithsonian’s receipt of a reconciliation statement from Landlord pursuant to Section 4.7 of the Prime Lease, at which time Smithsonian shall submit a statement broken down by categories in a consistent fashion and in reasonable detail (including reconciliation statements related thereto as a waiver of Landlord’s right provided by Prime Landlord to collect all Smithsonian) showing: i. The actual costs for Operating Costs, Taxes, Insurance Costs or any portion other types of Additional Rent due hereunder. On an annual expenses (all the “Additional Rent Costs”) paid or incurred by Smithsonian under the Prime Lease and attributable to the Premises either based on the Proportionate Share or, for the charges that are not allocable on a Proportionate Share basis, Landlord on an equitable basis; ii. A computation of the amount by which the Additional Rent Costs actually incurred during the preceding calendar year exceed the aggregate amount of the Additional Rent payments made by Genocea on account thereof; and iii. If the aggregate amount of Additional Rent paid by Genocea exceeds Smithsonian’s actual Additional Rent Costs, then Smithsonian shall provide Tenant with a statement of all actual Operating Expenses and Taxes deduct the net overpayment from its next estimated Base Rent due for the preceding year within then current year, and Genocea shall make future monthly payments based on the first one hundred twenty (120) days of the new calendar year. If Tenant has made estimated payments of Operating Expenses or Taxes in excess of the actual amount due, Landlord shall credit Tenant with any overpayment against the next Rent otherwise due, amounts reconciled thereof; provided, however, if such overpayment occurs within that any Additional Rent paid by Genocea during the final last year of the Term, then Landlord shall use commercially reasonable efforts to reimburse Tenant in the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at the end of the Term. If the actual amount due exceeds the estimated payments made by Tenant during the preceding year, Tenant shall pay the difference to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination term of this Lease. (B) Tenant Sublease which exceeds Smithsonian’s actual liability for Additional Rent Costs, shall have the right during the Term, by providing written notice be paid directly to Landlord (the “Review Notice”) Genocea within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days after receipt of a timely Review Notice, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office the reconciliation statement is delivered to Genocea or at the office end of the property manager for the Buildinglease term, whichever is later. iv. If ▇▇▇▇▇▇ fails to give Landlord written notice stating actual costs for Additional Rent Costs exceed the estimate, Genocea shall pay the total amount of such deficiency within thirty (30) days of notification as Additional Rent in reasonable detail any objection to Landlord’s statement accordance with this section. v. In the final year of the Lease Term, reconciliations as reflected herein shall be calculated on the basis of the number of days of actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together occupancy in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the calendar year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in which the amount of any overpayment by ▇▇▇▇▇▇Lease Term expires. Likewise, if Landlord The terms and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section paragraph shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition survive the expiration of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expensesthis Sublease.

Reconciliation. (A) Any failure Veritone will provide to Subtenant, within a reasonable period of time following receipt thereof by ▇▇▇▇▇▇▇▇ to deliver any estimate or Veritone from Landlord, copies of each annual statement of Additional Rent required under this Lease actual Taxes and Operating Expenses for the applicable calendar year; provided that Veritone's failure to promptly deliver such copies shall not operate relieve Subtenant of its obligation to pay the Shortfall, if any, upon determination thereof, nor shall such failure relieve Veritone of its obligation to credit or pay, as a waiver applicable, any Surplus to Subtenant upon determination thereof. If the actual amount of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basis, Landlord shall provide Tenant with a statement of all actual Taxes and Operating Expenses and Taxes for the preceding year within the first one hundred twenty (120) days of the new calendar year. If Tenant has made estimated payments of Operating Expenses or Taxes in excess of the Base Year exceed the Estimated Tax and Expense Amount for the applicable calendar year (the difference hereinafter being referred to as a "Shortfall"), then Subtenant shall pay Subtenant's Proportionate Share of such Shortfall to Veritone in a lump sum on or before the date on which Veritone is required to pay the Shortfall to Landlord pursuant to the Lease. If the Estimated Tax and Expense Amount exceeds the actual amount dueof Taxes and Operating Expenses in excess of the Base Year for the applicable calendar year (the difference hereinafter being referred to as a "Surplus"), Landlord then Subtenant shall be entitled to a credit Tenant with any overpayment against the next Rent otherwise due, provided, however, if such overpayment occurs within the final year installment(s) of the Term, then Landlord shall use commercially reasonable efforts to reimburse Tenant rent due hereunder in the amount of such overpayment in cash as part Surplus; provided that if such Surplus exceeds the balance of Landlordrent which will become due under this Sublease, Veritone shall pay such excess to Subtenant within 45 days following the determination thereof. If Veritone exercises any audit right under the Lease), Veritone shall promptly share the results of such audit with Subtenant to the extent such results relate to the Subleased Premises. In addition, upon Subtenant’s reconciliation procedure at the end written request, Veritone agrees to exercise its audit rights under Section 5.4 of the TermLease, provided Subtenant designates the auditor and Subtenant shall be responsible for the cost of the audit conducted at Subtenant’s request (and Subtenant shall be entitled to any resulting reimbursement of such expenses by Landlord as provided in Section 5.4 of the Lease). If Any audit conducted by Subtenant’s auditor shall be subject to and performed in compliance with Section 5.4 of the actual amount due exceeds the estimated payments made by Tenant during the preceding year, Tenant shall pay the difference to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days after receipt of a timely Review Notice, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at the office of the property manager for the Building. If ▇▇▇▇▇▇ fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expenses.

Reconciliation. Within one hundred twenty (A120) Any failure days after the end of each calendar year, Landlord shall deliver to Tenant a reasonably detailed statement (the “Statement”) setting forth the total actual Operating Costs, Taxes and Insurance Costs and Tenant’s Cost Allocation for such year. If Tenant’s Cost Allocation for such year exceeds the total of the Estimated Payment made by ▇▇▇▇▇▇▇▇ Tenant for such year, Tenant shall pay Landlord the amount of the deficiency within thirty (30) days of the receipt of the Statement and any amount payable by Tenant that would not otherwise be due until after the termination of this Lease, shall, if the exact amount is uncertain at the time that this Lease terminates, be paid by Tenant to deliver Landlord upon such termination in an amount to be estimated by Landlord with an adjustment to be made once the exact amount is known. If the Estimated Payment made by Tenant exceeds Tenant’s Cost Allocation for such year, then Landlord shall credit against Tenant’s next ensuing Estimated Payment(s) an amount equal to the difference until the credit is exhausted. If a credit is due from Landlord after the Expiration Date, Landlord shall pay Tenant the amount of the credit after deducting therefrom any estimate or statement amounts then owed by Tenant to Landlord. The obligations of Additional Rent Tenant and Landlord to make payments required under this Lease Section shall survive the expiration or termination of this Lease, and Landlord’s failure to deliver the Statement shall not operate as be deemed a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basis, Landlord shall provide Tenant with a statement of all actual Operating Expenses and Taxes for make the preceding year within the first one hundred twenty (120) days of the new calendar year. If Tenant has made estimated payments of Operating Expenses or Taxes in excess of the actual amount due, Landlord shall credit Tenant with any overpayment against the next Rent otherwise due, provided, however, if such overpayment occurs within the final year of the Term, then Landlord shall use commercially reasonable efforts to reimburse Tenant in the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at the end of the Term. If the actual amount due exceeds the estimated payments made by Tenant during the preceding year, Tenant shall pay the difference to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Leaseadjustments set forth herein. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days after receipt of a timely Review Notice, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at the office of the property manager for the Building. If ▇▇▇▇▇▇ fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expenses.

Reconciliation. i. The costs for wages set forth in Section 7(a), plus the costs for contributions under Lessor’s 401(k) or similar savings plan, shall be established based on the actual costs related to the individual Employees during the Term. All other costs, including costs for benefits set forth in Section 7(b) (Aother than contributions under Lessor’s 401(k) Any failure savings or similar plan accounted for in the previous sentence), may, at the discretion of Lessor, be established by ▇▇▇▇▇▇▇▇ either (i) the actual costs related to deliver any estimate the individual Employees during the Term, or statement (ii) an amount equal to the deemed costs attributable to an Employee, where the deemed costs are equal to fifteen percent (15%) of Additional Rent required under the aggregate amount paid to such employee pursuant to Section 7(a) of this Lease Agreement. The costs determined by the methods set forth in the foregoing sentences shall not operate as a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basis, Landlord shall provide Tenant with a statement of all actual Operating Expenses and Taxes be the “Actual Employment Costs” for the preceding year within the first one hundred twenty (120) days purposes of the new calendar yearthis Agreement. ii. If Tenant has made estimated payments of Operating Expenses or Taxes during the Term, Lessor identifies that any Monthly Fee paid by Lessee was in excess of or less than Lessor’s Actual Employment Costs during the actual amount duecorresponding monthly payroll period to which such Monthly Fee related, Landlord Lessor shall credit Tenant with any describe such underpayment or overpayment against on the next Rent otherwise due, provided, however, if invoice provided by Lessor to Lessee and the Monthly Fee to which such invoice relates shall be increased or decreased to reflect any such underpayment or overpayment occurs within the final year of the Term, then Landlord as appropriate. Lessor shall use commercially promptly provide documentation supporting any such underpayment or overpayment upon Lessee’s reasonable efforts to reimburse Tenant in the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at request. iii. Within ninety (90) days after the end of the Termrun-off period, or earlier, Lessor shall provide Lessee with documentation demonstrating Lessor’s Actual Employment Costs related to the employment of the Employees (including for costs related to Lessor’s self-insured medical, prescription drug and dental plans) during the Term or COBRA coverage period, along with the calculation of the Shortfall Amount (as defined below) or the Excess Amount (as defined below) (the “Actual Employment Costs Notice”). For purposes of this Agreement, Actual Employment Costs may, at the discretion of Lessor in accordance with Section 7(c)(i), include wages, Benefits and other ancillary employment-related costs, including, without limitation, costs of insurance coverage related to the Employees and all Taxes related to or associated with the employment of the Employees in any jurisdiction. Notwithstanding anything set forth in this Agreement to the contrary, Lessor’s Actual Employment Costs for providing coverage to Employees under its self-insured medical, prescription drug and dental plans may, at the discretion of Lessor in accordance with Section 7(c)(i), include (a) the aggregate claims that were incurred by such self-insured medical, prescription drug and dental plans for claims incurred by Employees or their eligible dependents during the Term (or COBRA coverage period, if applicable), plus (b) the administrative service fees charged with respect to Employees during the Term (or COBRA coverage period, if applicable) under the administrative services agreement for the self- insured medical, prescription drug and dental plans, plus (c) the portion of the stop-loss premium payments paid by Lessor that were attributable to coverage of the Employees under the stop-loss policy applicable to the self-insured medical, prescription drug and dental plans during the Term (or COBRA coverage period, if applicable), minus (d) the amounts deducted from the Employees’ pay for coverage under such self-insured medical, prescription drug and dental plans during the Term (or COBRA coverage period). A claim is considered to be incurred for this purpose upon the rendering of health services or upon the purchase of a drug or supply giving rise to such claim. If Lessor’s Actual Employment Costs exceed the actual Total Lease Fee, Lessee shall pay Lessor the amount due by which the Actual Employment Costs exceed the Total Lease Fee (the “Shortfall Amount”) by wire transfer in immediately available funds into an account controlled by Lessor within twelve (12) days after receiving the Actual Employment Costs Notice. Alternatively, if the Total Lease Fee exceeds Lessor’s Actual Employment Costs, Lessor shall pay Lessee the amount by which the Total Lease Fee exceeds the estimated payments made Actual Employment Costs (the “Excess Amount”) by Tenant during wire transfer in immediately available funds into an account controlled by Lessee within twelve (12) days after providing the preceding year, Tenant shall pay the difference to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) Tenant Actual Employment Costs Notice. Lessee shall have the right to review Lessor’s data and calculations related to its calculation of the Actual Employment Costs and any Shortfall Amount or Excess Amount and, to the extent either Lessor or Lessee disputes its obligation to pay any Shortfall Amount or Excess Amount, as the case may be, Lessor and Lessee shall act in good faith to resolve such dispute and adjust the Total Lease Fee paid by Lessee hereunder. In addition, for purposes of this Agreement, any Shortfall Amount or Excess Amount shall be calculated in a manner that takes into account any reconciliations with respect to any Monthly Fee calculated in accordance with Section 8(c)(ii) of this Agreement and which has already been paid or reimbursed at the time of such calculation. iv. The run-off period for medical, dental and prescription drug claims incurred during the Term, by providing written notice or during the COBRA coverage period, if applicable, but not submitted to Landlord the plans and/or the Lessor for payment or reimbursement during the Term or COBRA coverage period, as applicable, will cease twelve (12) months after the “Review Notice”end of the Term or end of the COBRA coverage period (such that claims that are submitted to the plans or to the Lessor during the applicable run-off period will be considered an Actual Employment Cost of Lessor and reimbursable hereunder). Lessor shall provide Lessee with documentation for such run-off claims (including the application of any stop loss insurance coverage) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days following the end of the run-off period. The appropriate Party shall pay the other Party any additional amount owed in respect of the run-off claims (taking into account any previous reconciliations and payments made pursuant to this Section 8) by wire transfer in immediately available funds into an account controlled by the payee Party within twelve (12) days after receipt of a timely Review NoticeLessor provides such documentation and reconciliation calculation. v. With respect to any Employees (other than Delayed Leavers, Landlord shall make such records available Employees terminated by either Party for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or Cause, and Employees terminated at the office request of Lessor) or their covered dependents who elect COBRA coverage during the property manager for Term, Lessee will pay the Building. If ▇▇▇▇▇▇ fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection associated with such review. Notwithstanding anything herein to coverage as set forth in this Agreement through the contrary, Tenant shall not be permitted to review Landlord’s records period that any such Employees or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expensestheir covered dependents are covered by COBRA.

Reconciliation. (A) Any failure by ▇▇▇▇▇▇▇▇ Landlord to deliver any estimate or statement of Additional Rent required under this Lease shall not operate as a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basis, Landlord shall provide Tenant with a statement of all actual Operating Expenses and Taxes for the preceding year within the first one hundred twenty (120) days of the new calendar year. If Tenant has made estimated payments of Operating Expenses or Taxes in excess of the actual amount due, Landlord shall credit Tenant with any overpayment against the next Rent otherwise due, provided, however, if such overpayment occurs within the final year of the Term, then Landlord shall use commercially reasonable efforts to within sixty (60) days reimburse Tenant in the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at the end of the Term. If the actual amount due exceeds the estimated payments made by Tenant during the preceding year, Tenant shall pay the difference to Landlord within ten fifteen (1015) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) . Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five sixty (4560) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇Landlord’s records relating to Operating Expenses for such year. Within a thirty (30) days reasonable period of time after receipt of a timely Review Notice, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇Landlord’s home office or at the office of the property manager for the Building. If ▇▇▇▇▇▇ Tenant fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen thirty (1530) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇Landlord’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇Landlord’s receipt of a timely objection notice from ▇▇▇▇▇▇Tenant, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇Landlord’s statement and ▇▇▇▇▇▇Tenant’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇Tenant. Any information obtained by Tenant pursuant to the provisions of this Section section shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ Tenant retains an agent to review ▇▇▇▇▇▇▇▇Landlord’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expenses.

Reconciliation. (A) Any failure by ▇▇▇▇▇▇▇▇ to deliver any estimate On or statement before March 31st of Additional Rent required under this Lease shall not operate as a waiver each calendar year during the Term following the calendar year of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basisthe Commencement Date, Landlord shall provide Tenant with a reconciliation statement showing (i) the total payments of all actual Tenant's prorata share of the Operating Expenses and Taxes for the preceding Real Estate taxes as estimated by Landlord during the previous calendar year within and (ii) the first one hundred twenty (120) days actual amount of Tenant's prorata share of the new Operating Expenses and the Real Estate Taxes as incurred by Landlord during that previous calendar year. If Tenant has made estimated payments In the event that Landlord's reconciliation statement reflects an underpayment of Operating Expenses or Taxes in excess of the actual amount dueAdditional Rent by Tenant, Landlord shall also deliver to Tenant an invoice for such deficiency, and Tenant shall Day the amount due to Landlord within thirty (30) days following receipt of said invoice. Should Tenant fail to make full payment within said 30-day period, Tenant shall also be obligated to pay Landlord a late charge equal to five percent (5%) of the amount due) plus interest on the amount due from the end of such 30-day period until paid at the lesser of eighteen percent (18%) per annum or the maximum rate allowed by law. If Landlord's reconciliation statement reflects an overpayment of Additional Rent by Tenant, Tenant shall be entitled to receive a credit Tenant with any overpayment against the next payments) of Base Rent otherwise dueand Additional Rent due hereunder, provided, however, if such anti any overpayment occurs within not credited to Tenant prior to the final year termination of the Term, then this Lease shall be credited to any amount due Landlord shall use commercially reasonable efforts to reimburse Tenant in the amount as of such overpayment in cash termination date, with any remaining balance to be refunded within sixty (60) days following such termination date. Landlord's annual reconciliation statement of Additional Rent shall also contain Landlord's estimate of Tenant's Additional Rent obligations for that ensuing calendar year; provided that until such time as part Tenant receives Landlord's annual reconciliation statement, Tenant shall continue making the same monthly payment of Landlord’s reconciliation procedure at the end of the Term. If the actual amount Additional Rent due exceeds the estimated payments made by Tenant during the preceding calendar year, Tenant . Delivery of Landlord's annual reconciliation statement after March 31st shall pay the difference not be deemed to Landlord within ten (10) business days and such be a waiver of any right or obligation hereunder. The provisions of this Subsection shall survive the expiration or of earlier termination of this Lease. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days after receipt of a timely Review Notice, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at the office of the property manager for the Building. If ▇▇▇▇▇▇ fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expenses.

Reconciliation. Within ninety (A90) Any failure by ▇▇▇▇▇▇▇▇ days after the close of each Lease Year, or as soon after the ninety (90) day period as practicable, Landlord shall deliver to deliver any estimate or Tenant a statement of the actual Additional Rent required under this for that Lease shall not operate as a waiver of LandlordYear (the “Statement”). At Tenant’s right to collect all or any portion of Additional Rent due hereunder. On an annual basiswritten request, Landlord shall provide Tenant with a statement of all actual Operating Expenses and Taxes for reasonable supporting detail underlying the preceding year within the first one hundred twenty (120) days of the new calendar year. If Tenant has made estimated payments calculations of Operating Expenses or Taxes in excess and/or Property Taxes. Landlord’s Property Tax Estimate shall be deemed accurate for purposes of the Statement and any reconciliation, until actual tax bills have been issued by the City and County of San Francisco. If the Statement discloses that Tenant owes an amount due, Landlord shall credit Tenant with any overpayment against that is less than the next Rent otherwise due, provided, however, if such overpayment occurs within estimated payments for the final year of the Termapplicable Lease Year previously made by Tenant, then Landlord shall use commercially reasonable efforts credit the excess first against any sums then owed by Tenant, and then against the next payments of Rent that are due. However, if the Term has expired without renewal or otherwise terminated, then Landlord shall credit such excess against any balances due from Tenant, and then refund any remaining amounts due to reimburse Tenant in Tenant. If the amount of Additional Rent billed to Tenant was overstated by more than five percent (5%), then Landlord shall reimburse Tenant for its reasonable and actual costs incurred in connection with such overpayment in cash as part review up to a maximum amount of Landlord’s reconciliation procedure at the end of the TermTwo Thousand Dollars ($2,000). If the actual Statement discloses that Tenant owes an amount due exceeds that is more than the estimated payments for the Lease Year previously made by Tenant during the preceding yearTenant, then Tenant shall pay the difference deficiency to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days after receipt delivery of a timely Review Noticethe Statement. With respect to Property Taxes, the Statement shall include Landlord’s Property Tax Estimate until such time as the City and County of San Francisco Assessor’s office issues an updated tax ▇▇▇▇ reflecting Landlord’s purchase of the Building in 2010; provided, however, at such time as the 2010 reassessment is actually issued by the City and County of San Francisco Assessor’s office, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at the office of the property manager for the Building. If ▇▇▇▇▇▇ fails an appropriate adjustment to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expensesprior Statements.

Reconciliation. Within a reasonable period after the end of each calendar year, Landlord shall deliver to Tenant a statement (Athe “Statement”) Any failure setting forth Tenant’s Cost Allocation for such year. If Tenant’s Cost Allocation for such year exceeds the total of the Estimated Payment made by ▇▇▇▇▇▇▇▇ Tenant for each year, Tenant shall pay Landlord the amount of the deficiency within thirty (30) days of the receipt of the Statement and any amount payable by Tenant that would not otherwise be due until after the termination of this Lease, shall, if the exact amount is uncertain at the time that this Lease terminates, be paid by Tenant to deliver any estimate or statement Landlord upon such termination in an amount to be estimated by Landlord with an adjustment to be made once the exact amount is known. If the Estimated Payment made by Tenant exceeds Tenant’s Cost Allocation for such year, then Landlord shall credit against Tenant’s next ensuing Estimated Payment(s) an amount equal to the difference until the credit is exhausted. If a credit is due from Landlord after the Expiration Date, Landlord shall pay Tenant the amount of Additional Rent the credit within thirty 30) days after the delivery of the Statement applicable to the calendar year in which the Expiration Date occurs. The obligations of Tenant and Landlord to make payments required under this Lease Section shall survive the expiration or termination of this Lease, and Landlord’s failure to deliver the Statement shall not operate as be deemed a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basis, Landlord shall provide Tenant with a statement of all actual Operating Expenses and Taxes for make the preceding year within the first one hundred twenty (120) days of the new calendar year. If Tenant has made estimated payments of Operating Expenses or Taxes in excess of the actual amount due, Landlord shall credit Tenant with any overpayment against the next Rent otherwise due, provided, however, if such overpayment occurs within the final year of the Term, then Landlord shall use commercially reasonable efforts to reimburse Tenant in the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at the end of the Term. If the actual amount due exceeds the estimated payments made by Tenant during the preceding year, Tenant shall pay the difference to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Leaseadjustments set forth herein. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days after receipt of a timely Review Notice, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at the office of the property manager for the Building. If ▇▇▇▇▇▇ fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expenses.

Reconciliation. By April 30th of each year (A) Any failure by ▇▇▇▇▇▇▇▇ to deliver any estimate and as soon as practical after the expiration or statement termination of Additional Rent required under this Lease shall not operate as or at any time in the event of a waiver sale of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basisthe Property), Landlord shall provide Tenant with a an itemized statement of all the actual Operating Expenses and Taxes amounts included in such annual operating costs for the preceding calendar year within the first one hundred twenty (120) days or part thereof, together with a summary of the new calendar yearmanner in which any adjustments made pursuant to Section 9(a)(i) above were computed. If Landlord or Tenant has made estimated payments shall pay to the other the amount of Operating Expenses any deficiency or Taxes in excess of overpayment then due from one to the actual amount dueother or, at Tenant's option, Landlord shall credit Tenant's account for any overpayment. If Landlord has overestimated annual operating costs for any calendar year by more than 5%, Landlord shall pay or, at Tenant's option, credit to Tenant interest on the amounts over-collected from Tenant at the rate set forth in Section 29 of this Lease. If at any time during a calendar year Landlord materially increases or decreases Landlord's estimate of Operating Expenses, Landlord shall, upon request of Tenant, promptly provide Tenant a detailed written explanation of the reason for the increase. Tenant shall also be entitled at any reasonable time during regular business hours, but no more than once in each calendar year, after giving to Landlord at least five (5) business days prior written notice, to inspect in Landlord's business office all Landlord's records necessary to satisfy itself that all charges have been correctly allocated to Tenant, for any of the four (4) calendar years immediately preceding the year during which such notice is given (throughout the Term Landlord's books relating to Operating Expenses shall be maintained on a calendar year basis), and/or to obtain an audit thereof by an independent certified public accountant (selected by Tenant with any overpayment against Landlord's written consent, which shall not be withheld unreasonably) to determine the next Rent otherwise due, provided, however, if such overpayment occurs within the final year accuracy of the Term, then Landlord shall use commercially reasonable efforts to reimburse Tenant in Landlord's certification of the amount of additional rent charged Tenant. In no event shall Tenant be entitled to audit the books for any calendar year more than once. If it is determined that Tenant's liability for additional rent for any such overpayment in cash calendar year is less than the amount which Landlord previously certified to Tenant for such calendar year, Landlord shall refund promptly to Tenant the amount of the additional rent paid by Tenant for such calendar year which exceeds the amount for which Tenant actually is liable, as part of Landlord’s reconciliation procedure determined following such audit, together with interest on such amount at the end rate set forth in Section 29 of the Termthis Lease. If it is determined that Tenant's liability for additional rent for any such calendar year is greater than the actual amount due exceeds the estimated payments made by which Landlord previously certified to Tenant during the preceding for such calendar year, Tenant shall pay the difference to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days after receipt of a timely Review Notice, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at the office of the property manager for the Building. If ▇▇▇▇▇▇ fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith promptly pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained the additional rent payable by Tenant pursuant to for such calendar year which exceeds the provisions amount which Tenant had previously paid, as determined following such audit. Tenant shall bear the total cost of this Section shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition any inspection or audit of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s Landlord's books and records conducted by Tenant, except that if it is determined that Tenant's liability for any additional rent for such calendar year is less than ninety-seven percent (97%) of that amount which Landlord previously certified to Tenant for such calendar year, Landlord shall pay to Tenant the cost of such agent must audit (i) be a CPA firm (ii) provided, however, that Landlord shall not be compensated required to pay the cost of any audit based on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records fee or to dispute any statement percentage of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expensesrecovered for Tenant).

Reconciliation. (A) Any failure by ▇▇▇▇▇▇▇▇ Landlord to deliver any estimate or statement of Additional Rent required under this Lease shall not operate as a waiver of Landlord’s 's right to collect all or any portion of Additional Rent due hereunder. On an annual basis, Landlord shall provide Tenant with a reasonably detailed statement of all actual Operating Expenses and Taxes for the preceding year within the first one hundred twenty (120) days of the new calendar year. If Tenant has made estimated payments of Operating Expenses or Taxes in excess of the actual amount due, Landlord shall credit Tenant with any overpayment against the next Rent otherwise due, provided, however, if such overpayment occurs within the final year of the Term, then Landlord shall use commercially reasonable efforts to timely reimburse Tenant in the amount of such overpayment in cash as part of Landlord’s 's reconciliation procedure at the end of the Term. If the actual amount due exceeds the estimated payments made by Tenant during the preceding year, Tenant shall pay the difference to Landlord within ten fifteen (1015) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) . Tenant shall have the right during the Term, by providing written notice to Landlord (the “"Review Notice”") within forty-five (45sixty ( 60) days after receiving Landlord’s 's statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s Landlord's records relating to Operating Expenses for such year, but not for any prior year(s) to such period. If Tenant does not timely provide a Review Notice, Tenant's right to audit, contest, object or challenge Operating Expenses shall be waived, with Operating Expenses to be deemed approved by Tenant. Within a thirty (30) days reasonable period of time after receipt of a timely Review Notice, Landlord shall make such records available for Tenant’s 's review at either ▇▇▇▇▇▇▇▇’s Landlord's home office or at the office of the property manager for the Building. If ▇▇▇▇▇▇ Tenant fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s 's statement of actual Operating Expenses within fifteen thirty (1530) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s Landlord's statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s Landlord's receipt of a timely objection notice from ▇▇▇▇▇▇Tenant, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s Landlord's statement and ▇▇▇▇▇▇’s Tenant's review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s 's statement, Landlord shall provide Tenant with a credit against future Rent then next due in the amount of any overpayment by ▇▇▇▇▇▇Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s 's statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇Tenant. Any information obtained by Tenant pursuant to the provisions of this Section section shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s 's review. If ▇▇▇▇▇▇ Tenant retains an agent to review ▇▇▇▇▇▇▇▇’s Landlord's books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s 's records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s 's statement of actual Operating Expenses.

Reconciliation. As soon as is practical (A) Any failure by ▇▇▇▇▇▇▇▇ to deliver any estimate or statement of Additional Rent required under this Lease shall not operate as a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basis, which Landlord shall provide Tenant with a statement of all actual Operating Expenses and Taxes for the preceding year use reasonable efforts to do within the first one hundred twenty (120) days days) following the end of the new each (a) calendar year. If , Landlord shall furnish Tenant has made estimated payments of Operating Expenses or Taxes in excess with a reasonably detailed statement containing breakdowns for the calculation of the actual amount dueExpenses and Tenant’s Share of Expenses for the prior calendar year, and (b) Fiscal Year, Landlord shall credit furnish Tenant with any overpayment against a reasonably detailed statement containing breakdowns for the next Rent otherwise due, provided, however, if such overpayment occurs within the final year calculation of the Termactual Taxes and Tenant’s Share of Taxes for the prior Fiscal Year. If the estimated Tenant’s Share of Expenses for the prior calendar year is more than the actual Tenant’s Share of Expenses for the prior calendar year, or if the estimated Tenant’s Share of Taxes for the prior Fiscal Year is more than the actual Tenant’s Share of Taxes for the prior Fiscal Year, as the case may be, then Landlord shall use commercially reasonable efforts either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to reimburse Tenant in after first deducting the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at the end of the TermRent due. If the estimated Tenant’s Share of Expenses for the prior calendar year is less than the actual amount due exceeds Tenant’s Share of Expenses for the prior calendar year, or if the estimated payments made by Tenant during Tenant’s Share of Taxes for the preceding yearprior Fiscal Year is less than the actual Tenant’s Share of Taxes for the prior Fiscal Year, as the case may be, then Tenant shall pay the difference to Landlord Landlord, within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days after its receipt of a timely Review Noticethe statement and invoice for such amount of Expenses or Taxes, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at the office of the property manager any underpayment for the Building. If ▇▇▇▇▇▇ fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen prior calendar year (15for Expenses) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in prior Fiscal Year (for Taxes), as the case may be. Notwithstanding any dispute concerning any Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section payments shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement made by the parties in accordance with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expensesat the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolved.

Reconciliation. By April 30th of each year (A) Any failure by ▇▇▇▇▇▇▇▇ to deliver any estimate and as soon as practical after the expiration or statement termination of Additional Rent required under this Lease shall not operate as or at any time in the event of a waiver sale of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basisthe Property), Landlord shall provide Tenant with a an itemized statement of all the actual Operating Expenses and Taxes amounts included in such annual operating costs for the preceding calendar year within the first one hundred twenty (120) days or part thereof, together with a summary of the new calendar yearmanner in which any adjustments made pursuant to Section 9(a)(i) above were computed. If Landlord or Tenant has made estimated payments shall pay to the other the amount of Operating Expenses any deficiency or Taxes in excess of overpayment then due from one to the actual amount dueother or, at Tenant’s option, Landlord shall credit Tenant’s account for any overpayment. If Landlord has overestimated annual operating costs for any calendar year by more than 5%, Landlord shall pay or, at Tenant’s option, credit to Tenant interest on the amounts over-collected from Tenant at the rate set forth in Section 29 of this Lease. If at any time during a calendar year Landlord materially increases or decreases Landlord’s estimate of Operating Expenses, Landlord shall, upon request of Tenant, promptly provide Tenant a detailed written explanation of the reason for the increase. Tenant shall also be entitled at any reasonable time during regular business hours, but no more than once in each calendar year, after giving to Landlord at least five (5) business days prior written notice, to inspect in Landlord’s business office all Landlord’s records necessary to satisfy itself that all charges have been correctly allocated to Tenant, for any of the four (4) calendar years immediately preceding the year during which such notice is given (throughout the Term Landlord’s books relating to Operating Expenses shall be maintained on a calendar year basis), and/or to obtain an audit thereof by an independent certified public accountant (selected by Tenant with any overpayment against Landlord’s written consent, which shall not be withheld unreasonably) to determine the next Rent otherwise due, provided, however, if such overpayment occurs within the final year accuracy of the Term, then Landlord shall use commercially reasonable efforts to reimburse Tenant in Landlord’s certification of the amount of additional rent charged Tenant. In no event shall Tenant be entitled to audit the books for any calendar year more than once. If it is determined that Tenant’s liability for additional rent for any such overpayment in cash calendar year is less than the amount which Landlord previously certified to Tenant for such calendar year, Landlord shall refund promptly to Tenant the amount of the additional rent paid by Tenant for such calendar year which exceeds the amount for which Tenant actually is liable, as part of Landlord’s reconciliation procedure determined following such audit, together with interest on such amount at the end rate set forth in Section 29 of the Termthis Lease. If it is determined that Tenant’s liability for additional rent for any such calendar year is greater than the actual amount due exceeds the estimated payments made by which Landlord previously certified to Tenant during the preceding for such calendar year, Tenant shall pay the difference to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days after receipt of a timely Review Notice, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at the office of the property manager for the Building. If ▇▇▇▇▇▇ fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith promptly pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained the additional rent payable by Tenant pursuant to for such calendar year which exceeds the provisions amount which Tenant had previously paid, as determined following such audit. Tenant shall bear the total cost of this Section shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition any inspection or audit of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇Landlord’s books and records conducted by Tenant, except that if it is determined that Tenant’s liability for any additional rent for such calendar year is less than ninety-seven percent (97%) of that amount which Landlord previously certified to Tenant for such calendar year, Landlord shall pay to Tenant the cost of such agent must audit (i) be a CPA firm (ii) provided, however, that Landlord shall not be compensated required to pay the cost of any audit based on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records fee or to dispute any statement percentage of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expensesrecovered for Tenant).

Reconciliation. (Ai. The costs for wages set forth in Section 7(a), plus the costs for contributions under Lessor’s 401(k) Any failure by ▇▇▇▇▇▇▇▇ to deliver any estimate or statement of Additional Rent required under this Lease similar savings plan, shall not operate as a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basis, Landlord shall provide Tenant with a statement of all actual Operating Expenses and Taxes for the preceding year within the first one hundred twenty (120) days of the new calendar year. If Tenant has made estimated payments of Operating Expenses or Taxes in excess of be established based on the actual amount due, Landlord shall credit Tenant with any overpayment against costs related to the next Rent otherwise due, provided, however, if such overpayment occurs within the final year of the Term, then Landlord shall use commercially reasonable efforts to reimburse Tenant in the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at the end of individual Employees during the Term. If All other costs, including costs for benefits set forth in Section 7(b) (other than contributions under Lessor’s 401(k) savings or similar plan accounted for in the previous sentence), may, at the discretion of Lessor, be established by either (i) the actual amount due exceeds costs related to the estimated payments made by Tenant during the preceding year, Tenant shall pay the difference to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) Tenant shall have the right individual Employees during the Term, or (ii) an amount equal to the deemed costs attributable to an Employee, where the deemed costs are equal to fifteen percent (15%) of the aggregate amount paid to such employee pursuant to Section 7(a) of this Agreement. The costs determined by providing written notice to Landlord (the methods set forth in the foregoing sentences shall be the “Review Notice”) within forty-five (45) days after receiving LandlordActual Employment Costs” for the purposes of this Agreement. ii. If during the Term, Lessor identifies that any Monthly Fee paid by Lessee was in excess of or less than Lessor’s statement of actual Operating ExpensesActual Employment Costs during the corresponding monthly payroll period to which such Monthly Fee related, Lessor shall describe such underpayment or overpayment on the next invoice provided by Lessor to review ▇▇Lessee and the Monthly Fee to which such invoice relates shall be increased or decreased to reflect any such underpayment or overpayment as appropriate. Lessor shall promptly provide documentation supporting any such underpayment or overpayment upon ▇▇▇▇▇▇’s records relating to Operating Expenses for such yearreasonable request. iii. Within a thirty ninety (3090) days after receipt the end of the run-off period, or earlier, Lessor shall provide Lessee with documentation demonstrating Lessor’s Actual Employment Costs related to the employment of the Employees (including for costs related to Lessor’s self-insured medical, prescription drug and dental plans) during the Term or COBRA coverage period, along with the calculation of the Shortfall Amount (as defined below) or the Excess Amount (as defined below) (the “Actual Employment Costs Notice”). For purposes of this Agreement, Actual Employment Costs may, at the discretion of Lessor in accordance with Section 7(c)(i), include wages, Benefits and other ancillary employment-related costs, including, without limitation, costs of insurance coverage related to the Employees and all Taxes related to or associated with the employment of the Employees in any jurisdiction. Notwithstanding anything set forth in this Agreement to the contrary, Lessor’s Actual Employment Costs for providing coverage to Employees under its self-insured medical, prescription drug and dental plans may, at the discretion of Lessor in accordance with Section 7(c)(i), include (a) the aggregate claims that were incurred by such self-insured medical, prescription drug and dental plans for claims incurred by Employees or their eligible dependents during the Term (or COBRA coverage period, if applicable), plus (b) the administrative service fees charged with respect to Employees during the Term (or COBRA coverage period, if applicable) under the administrative services agreement for the self- insured medical, prescription drug and dental plans, plus (c) the portion of the stop-loss premium payments paid by Lessor that were attributable to coverage of the Employees under the stop-loss policy applicable to the self-insured medical, prescription drug and dental plans during the Term (or COBRA coverage period, if applicable), minus (d) the amounts deducted from the Employees’ pay for coverage under such self-insured medical, prescription drug and dental plans during the Term (or COBRA coverage period). A claim is considered to be incurred for this purpose upon the rendering of health services or upon the purchase of a timely Review drug or supply giving rise to such claim. If Lessor’s Actual Employment Costs exceed the Total Lease Fee, Lessee shall pay Lessor the amount by which the Actual Employment Costs exceed the Total Lease Fee (the “Shortfall Amount”) by wire transfer in immediately available funds into an account controlled by Lessor within twelve (12) days after receiving the Actual Employment Costs Notice. Alternatively, Landlord if the Total Lease Fee exceeds Lessor’s Actual Employment Costs, Lessor shall make pay Lessee the amount by which the Total Lease Fee exceeds the Actual Employment Costs (the “Excess Amount”) by wire transfer in immediately available funds into an account controlled by Lessee within twelve (12) days after providing the Actual Employment Costs Notice. Lessee shall have the right to review Lessor’s data and calculations related to its calculation of the Actual Employment Costs and any Shortfall Amount or Excess Amount and, to the extent either Lessor or Lessee disputes its obligation to pay any Shortfall Amount or Excess Amount, as the case may be, Lessor and Lessee shall act in good faith to resolve such records available dispute and adjust the Total Lease Fee paid by Lessee hereunder. In addition, for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office purposes of this Agreement, any Shortfall Amount or Excess Amount shall be calculated in a manner that takes into account any reconciliations with respect to any Monthly Fee calculated in accordance with Section 8(c)(ii) of this Agreement and which has already been paid or reimbursed at the office time of such calculation. iv. The run-off period for medical, dental and prescription drug claims incurred during the Term, or during the COBRA coverage period, if applicable, but not submitted to the plans and/or the Lessor for payment or reimbursement during the Term or COBRA coverage period, as applicable, will cease twelve (12) months after the end of the property manager for Term or end of the Building. If COBRA coverage period (such that claims that are submitted to the plans or to the Lessor during the applicable run-off period will be considered an Actual Employment Cost of ▇▇▇▇▇▇ fails and reimbursable hereunder). Lessor shall provide Lessee with documentation for such run-off claims (including the application of any stop loss insurance coverage) within thirty (30) days following the end of the run-off period. The appropriate Party shall pay the other Party any additional amount owed in respect of the run-off claims (taking into account any previous reconciliations and payments made pursuant to give Landlord written notice stating this Section 8) by wire transfer in reasonable detail any objection to Landlord’s statement of actual Operating Expenses immediately available funds into an account controlled by the payee Party within fifteen twelve (1512) business days after Lessor provides such records are made available documentation and reconciliation calculation. v. With respect to Tenant any Employees (other than Delayed Leavers, Employees terminated by either Party for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basisCause, and (iiiEmployees terminated at the request of Lessor) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all or their covered dependents who elect COBRA coverage during the Term, Lessee will pay the costs incurred by Tenant in connection associated with such review. Notwithstanding anything herein to coverage as set forth in this Agreement through the contrary, Tenant shall not be permitted to review Landlord’s records period that any such Employees or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expensestheir covered dependents are covered by COBRA.

Reconciliation. (A) Any failure An Annual Operation Cost Statement prepared by ▇▇▇▇▇▇▇▇ Landlord shall be provided to deliver Tenant not later than April 1 of each calendar year setting forth in reasonable detail the actual Operating Costs paid or incurred by Landlord for the Facility and the Leased Premises in the preceding Lease Year or Fractional Lease Year. The dates of any estimate or statement such statements, at the option of the Landlord, are subject to change. Upon the furnishing of the Annual Operation Cost Statement, the installments of Additional Rent required under this Lease paid by Tenant for the subject calendar year shall not operate be reconciled with the Additional Rent for such calendar year as a waiver set forth in the Annual Operation Cost Statement. If the Additional Rent for the calendar year as set forth in the Annual Operation Cost Statement exceeds the total of Landlord’s right to collect all or any portion the installments of Additional Rent due hereunder. On an annual basis, Landlord shall provide paid by Tenant with a statement of all actual Operating Expenses and Taxes for the preceding year within the first one hundred twenty (120) days of the new such calendar year. If Tenant has made estimated payments of Operating Expenses or Taxes in excess of the actual amount due, Landlord shall credit Tenant with any overpayment against the next Rent otherwise due, provided, however, if such overpayment occurs within the final year of the Term, then Landlord Tenant shall use commercially reasonable efforts to reimburse Tenant in pay the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at the end of the Term. If the actual amount due exceeds the estimated payments made by Tenant during the preceding year, Tenant shall pay the difference excess to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days after receipt of a timely Review Notice, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at delivers to Tenant the office Annual Operation Cost Statement. If the total of the property manager installments of Additional Rent paid by Tenant for the Building. If ▇▇▇▇▇▇ fails to give Landlord written notice stating calendar year exceeds the Additional Rent for the calendar year as set forth in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant for review the Annual Operation Cost Statement, then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with receive a credit against future the monthly installments of Additional Rent in the amount of any overpayment by ▇▇▇▇▇▇. Likewisesubsequently accruing until such excess is exhausted or, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statementthis Lease has been terminated, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section such excess shall be treated as confidential and Landlord may require that refunded to Tenant execute a commercially reasonable confidentiality agreement as a condition promptly upon determination of Tenant’s reviewthe proper amount thereof. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) In no event shall the Minimum Rent be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expensesdecreased.

Reconciliation. Within a reasonable period after the end of each calendar year, Landlord shall deliver to Tenant a statement (Athe “Statement”) Any failure setting forth Tenant’s Cost Allocation for such year. If Tenant’s Cost Allocation for such year exceeds the total of the Estimated Payment made by Tenant for such year, Tenant shall pay Landlord the amount of the deficiency within thirty (30) days of the receipt of the Statement and any amount payable by Tenant that would not otherwise be due until after the termination of this Lease, shall, if the exact amount is uncertain at the time that this Lease terminates, be paid by Tenant to Landlord upon such termination in an amount to be estimated by Landlord with an adjustment to be made once the exact amount is known. If the Estimated Payment made by Tenant exceeds Tenant’s Cost Allocation for such year, then Landlord shall credit against ▇▇▇▇▇▇▇▇ ’s next ensuing Estimated Payment(s) an amount equal to deliver the difference until the credit is exhausted. If a credit is due from Landlord after the Expiration Date, Landlord shall pay Tenant the amount of the credit after deducting therefrom any estimate or statement amounts then owed by Tenant to Landlord. The obligations of Additional Rent Tenant and Landlord to make payments required under this Lease Section shall survive the expiration or termination of this Lease, and Landlord’s failure to deliver the Statement shall not operate as be deemed a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basis, Landlord shall provide Tenant with a statement of all actual Operating Expenses and Taxes for make the preceding year within the first one hundred twenty (120) days of the new calendar year. If Tenant has made estimated payments of Operating Expenses or Taxes in excess of the actual amount due, Landlord shall credit Tenant with any overpayment against the next Rent otherwise due, provided, however, if such overpayment occurs within the final year of the Term, then Landlord shall use commercially reasonable efforts to reimburse Tenant in the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at the end of the Term. If the actual amount due exceeds the estimated payments made by Tenant during the preceding year, Tenant shall pay the difference to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Leaseadjustments set forth herein. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days after receipt of a timely Review Notice, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at the office of the property manager for the Building. If ▇▇▇▇▇▇ fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expenses.

Reconciliation. As soon as is practical following the end of each (Aa) Any failure by ▇▇▇▇▇▇▇▇ to deliver any estimate or statement of Additional Rent required under this Lease shall not operate as a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basiscalendar year during the Term, Landlord shall provide furnish Tenant with a statement, in line-item detail in accordance with sound accounting principles consistent with the management by owners of comparable properties in the City of Boston and consistently applied throughout the Term, of the actual Expenses and Expense Excess for the prior calendar year, and (b) Fiscal Year, Landlord shall furnish Tenant with a statement of all the actual Operating Expenses Taxes and Taxes Tax Excess for the preceding prior Fiscal Year. If the estimated Expense Excess for the prior calendar year within is more than the first one hundred twenty (120) days of actual Expense Excess for the new prior calendar year. If Tenant has made , or if the estimated payments of Operating Expenses or Taxes in excess of Tax Excess for the prior Fiscal Year is more than the actual amount dueTax Excess for the prior Fiscal Year, Landlord shall credit Tenant with any overpayment against as the next Rent otherwise due, provided, however, if such overpayment occurs within the final year of the Termcase may be, then Landlord shall use commercially reasonable efforts either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to reimburse Tenant in after first deducting the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at the end of the TermRent due. If the estimated Expense Excess for the prior calendar year is less than the actual amount due exceeds Expense Excess for the prior calendar year, or if the estimated payments made by Tenant during Tax Excess for the preceding yearprior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay the difference to Landlord Landlord, within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days after its receipt of a timely Review Noticethe statement of Expenses or Taxes, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at the office of the property manager any underpayment for the Building. If ▇▇▇▇▇▇ fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen prior calendar year (15for Expenses) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in prior Fiscal Year (for Taxes), as the case may be. Notwithstanding any dispute concerning any Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section payments shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement made by the parties in accordance with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expensesat the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolved.

Reconciliation. Within a reasonable period after the end of each calendar year, Landlord shall deliver to Tenant a statement (Athe “Statement”) Any failure setting forth Tenant’s Cost Allocation for such year. If Tenant’s Cost Allocation for such year exceeds the total of the Estimated Payment made by ▇▇▇▇▇▇▇▇ Tenant for such year, Tenant shall pay Landlord the amount of the deficiency within thirty (30) days of the receipt of the Statement. At the end of the Term, any amount payable by Tenant that would not otherwise be due until after the termination of this Lease, shall, if the exact amount is uncertain at the time that this Lease terminates, be paid by Tenant to deliver Landlord upon such termination in an amount to be estimated by Landlord with an adjustment to be made once the exact amount is known. If the Estimated Payment made by Tenant exceeds Tenant’s Cost Allocation for such year, then Landlord shall credit against Tenant’s next ensuing Estimated Payment(s) an amount equal to the difference until the credit is exhausted. If a credit is due from Landlord after the Expiration Date, Landlord shall pay Tenant the amount of the credit after deducting therefrom any estimate or statement amounts then owed by Tenant to Landlord within thirty (30) days of Additional Rent the date of the Statement indicating the credit due to Tenant. The obligations of Tenant and Landlord to make payments required under this Lease Section shall survive the expiration or termination of this Lease, and Landlord’s failure to deliver the Statement shall not operate as be deemed a waiver of Landlord’s right to collect all or additional amounts from Tenant as set forth herein unless Landlord has not delivered the Statement within eighteen (18) months after the expiration of any portion of Additional Rent due hereunder. On an annual basis, Landlord shall provide Tenant with a statement of all actual Operating Expenses and Taxes for the preceding year within the first one hundred twenty (120) days of the new calendar year. If Tenant has made estimated payments of Operating Expenses or Taxes in excess of the actual amount due, Landlord shall credit Tenant with any overpayment against the next Rent otherwise due, ; provided, however, if such overpayment occurs within the final year of the Term, then Landlord shall use commercially reasonable efforts to reimburse Tenant in the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at the end of the Term. If the actual amount due exceeds the estimated payments made by Tenant during the preceding year, Tenant shall pay the difference to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days amend any Statement after receiving Landlord’s statement delivery thereof, regardless of actual Operating Expensessuch eighteen (18) month period, if Landlord receives additional tax bills relating to review such calendar year after Landlord’s delivery of the Statement, provided Landlord amends the Statement within three (3) months of Landlord’s receipt of the additional tax ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days after receipt of a timely Review Notice, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at the office of the property manager for the Building. If ▇▇▇▇▇▇ fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expenses.

Reconciliation. Seller and Buyer acknowledge and agree that Additional Rent which Seller has heretofore collected from tenants at the Property in respect of taxes and other operating expenses (A"Charges") Any failure during the period from January 1, 2005 through and including the Closing Date ("Seller's Reconciliation Period"), have not yet been reconciled with tenants to the extent Seller's recovery of such expenses from the tenants for such period exceeded or was less than the actual amount of such expenses for such period (the "Tenant Reconciliation"). In connection with the Tenant Reconciliation, the parties agree that (i) within a reasonable time after Closing, Seller shall deliver to Buyer the data reasonably supporting the Charges Seller collected from the tenants during Seller's Reconciliation Period and the amount of Charges actually paid by ▇▇▇▇Seller during Seller's Reconciliation Period, and (ii) at the end of calendar year 2005, Buyer shall prepare the final Tenant Reconciliation (subject to Seller's approval with respect to Seller's Reconciliation Period) in accordance with the terms and conditions of the applicable Leases and, to the extent applicable, either reimburse or ▇▇▇▇ tenants accordingly. If the Tenant Reconciliation for Seller's Reconciliation Period shows that amounts collected during Seller's Reconciliation Period were more than the amount of Charges actually paid by Seller during Seller's Reconciliation Period, then Seller shall pay such amount to deliver any estimate or statement of Additional Rent required under this Lease Buyer (to the extent Buyer did not receive a credit therefor at Closing), and Buyer shall not operate as indemnify, defend and hold harmless Seller for Buyer's failure to pay such reimbursements to the tenants. If it is determined that a waiver of Landlord’s right tenant has underpaid to collect all or Seller any portion of Additional Rent due hereunder. On an annual basisthe Charges for Seller's Reconciliation Period, Landlord shall provide Tenant with a statement of all actual Operating Expenses and Taxes for the preceding year within the first one hundred twenty (120) days of the new calendar year. If Tenant has made estimated payments of Operating Expenses or Taxes in excess of the actual amount due, Landlord shall credit Tenant with any overpayment against the next Rent otherwise due, provided, however, if such overpayment occurs within the final year of the Term, then Landlord shall use commercially reasonable efforts to reimburse Tenant in the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at the end of the Term. If the actual amount due exceeds the estimated payments made by Tenant during the preceding year, Tenant shall pay the difference to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days after receipt of a timely Review Notice, Landlord Buyer shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at the office of the property manager for the Building. If ▇▇▇▇▇▇ fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith attempts to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in collect the amount of any overpayment by ▇▇▇▇▇▇under-payment of such Charges from such tenant, and shall, upon receipt, immediately deliver such amount to Seller. Likewise, if Landlord The agreements of Seller and Tenant determine that Operating Expenses for Buyer set forth herein shall survive the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇Closing. Any information obtained by Tenant pursuant Notwithstanding anything to the provisions of this Section contrary contained herein, Buyer shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement have no rights or claims with respect to such review. the Tenant Reconciliation for calendar year 2004 and Seller shall be solely entitled to collect such amounts directly from Tenants by any legal means and Seller shall also be responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to reimburse Tenants to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute extent of any statement over-payment of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating ExpensesCharges actually received by Seller for calendar year 2004.

Reconciliation. (Aa) Within [***] ([***]) days after the end of each Calendar Quarter, Orexigen shall perform a reconciliation to determine the actual Transfer Price payable for the Product delivered to Takeda in such Calendar Quarter and shall notify Takeda of its findings. If the estimated Transfer Price paid to Orexigen for the Products delivered in such Calendar Quarter is less than the actual Transfer Price for such Products, Takeda shall pay to Orexigen the difference between such amounts. Conversely, if the estimated Transfer Price payments made to Orexigen by Takeda for the Products delivered in such Calendar Quarter exceeds the actual Transfer Price for such Products, Orexigen shall, at Takeda’s option, either pay to Takeda the difference between such amounts or credit the difference against subsequent payments owed by Takeda to Orexigen under this Agreement until such amount has been fully credited to Takeda. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Within [***] ([***]) days after the end of each Calendar Year, Orexigen shall perform a reconciliation to determine the actual Transfer Price payable for the Product delivered to Takeda in such Calendar Year and shall notify Takeda of its findings. If the estimated Transfer Price paid to Orexigen after reconciliation pursuant to this Section 5.2.2(a) for the Products delivered in such Calendar Year is less than the actual Transfer Price for such Products, Takeda shall pay to Orexigen the difference between such amounts. Conversely, if the estimated Transfer Price payments made to Orexigen after reconciliation pursuant to this Section 5.2.2(a) by Takeda for the Products delivered in such Calendar Year exceeds the actual Transfer Price for such Products, Orexigen shall, at Takeda’s option, either pay to Takeda the difference between such amounts or credit the difference against subsequent payments owed by Takeda to Orexigen under this Agreement until such amount has been fully credited to Takeda. (c) Any failure amounts payable by ▇▇▇▇▇▇▇▇ to deliver any estimate or statement of Additional Rent required a Party under this Lease Section 5.2.2 shall not operate as a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basis, Landlord shall provide Tenant with a statement of all actual Operating Expenses and Taxes for the preceding year be paid within the first one hundred twenty [***] (120[***]) days of the new calendar year. If Tenant has made estimated payments of Operating Expenses or Taxes in excess receipt of the actual amount due, Landlord shall credit Tenant with any overpayment against the next Rent otherwise due, provided, however, if such overpayment occurs within the final year of the Term, then Landlord shall use commercially reasonable efforts to reimburse Tenant in the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at the end of the Term. If the actual amount due exceeds the estimated payments made invoice by Tenant during the preceding year, Tenant shall pay the difference to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Leaseeither Party. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days after receipt of a timely Review Notice, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at the office of the property manager for the Building. If ▇▇▇▇▇▇ fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expenses.

Reconciliation. 39 (Ai) Any failure by Seller will prepare a reconciliation as of the Closing Time of the amounts of all ▇▇▇▇▇▇▇▇ to deliver and charges for operating expenses (excluding any estimate or statement Rentals on account of Additional Rent required under this Lease contributions toward real estate taxes, which shall not operate be prorated and accounted for as a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basis, Landlord shall provide Tenant with a statement of all actual Operating Expenses and Taxes for the preceding year within the first one hundred twenty (120described in Section 10.4(c)(ii) days of the new calendar year. If Tenant has made estimated payments of Operating Expenses or Taxes below) in excess of the actual amount dueapplicable base year, Landlord shall if any, specified in each Tenant Lease (collectively, “Operating Expense Recoveries”) for calendar year 2016. If less amounts have been collected from Tenants for Operating Expense Recoveries for calendar year 2016 than would have been owed by Tenants under the Tenant Leases if the reconciliations under such Tenant Leases were completed as of the Closing Time based on the operating expenses incurred by Seller for calendar year 2016 up to the Closing Time (as prorated pursuant to Section 10.4(a) above), Purchaser will pay such difference to Seller at Closing, as a proration credit, in addition to the Purchase Price. If more amounts have been collected from Tenants for Operating Expense Recoveries for calendar year 2016 than would have been owed by Tenants under the Tenant Leases if the reconciliations under the Tenant Leases were completed as of the Closing Time based on the operating expenses incurred by Seller for calendar year 2016 up to the Closing Time (as prorated pursuant to Section 10.4(a) above), Seller will pay to Purchaser at Closing as a credit Tenant with any overpayment against the next Rent otherwise duePurchase Price such excess collected amount. Any Operating Expense Recoveries payable with respect to the month in which Closing occurs or with respect to any prior month, provided, however, if such overpayment occurs within the final year which have not been paid to Seller as of the TermClosing Date, then Landlord shall use commercially reasonable efforts be treated as Delinquent Rentals as provided above. Purchaser and Seller agree that such proration of Operating Expense Recoveries at Closing for calendar year 2016 will fully relieve Seller from any responsibility to reimburse Tenant Tenants or Purchaser for such matters subject to Seller’s and Purchaser’s right and obligation to finalize prorations prior to the Final Proration Date, solely to make adjustments necessary to the extent estimates used in the calculation of such reconciliation at Closing differ from actual bills received after Closing for those items covered by such reconciliation at Closing or to correct any errors. In this regard, subject to Section 10.4(a) and (b) dealing with re-prorations and Delinquent Rentals, the foregoing proration will fully relieve Seller from any responsibility to Tenants or Purchaser for such matters and Purchaser will be solely responsible, from and after Closing, for (i) collecting from Tenants the amount of any outstanding Operating Expense Recoveries for calendar year 2016 for periods before and after Closing, and (ii) where appropriate reimbursing Tenants for amounts attributable to Operating Expense Recoveries for calendar year 2016, as may be necessary based on annual reconciliations for Operating Expense Recoveries for such overpayment calendar year. (A) Rentals on account of contributions toward real estate taxes (“Tax Recoveries”) shall be prorated on a cash basis as provided in cash this Section 10.4(c)(ii). Purchaser will receive a credit for the prorated amount (determined as part of Landlord’s reconciliation procedure at the end of the TermClosing Time, and prorated based on the number of days remaining in said month from and after the Closing Date) of all Tax Recoveries previously paid to and collected by Seller and attributable to the month in which Closing occurs, which 40 credit shall be based on the Tax Recoveries paid to Seller as of the Closing Date with respect to such month. If Any Tax Recoveries payable with respect to the actual amount due exceeds month in which Closing occurs or with respect to any prior month, which have not been paid to Seller as of the estimated payments made Closing Date, shall be treated as Delinquent Rentals as provided above. Seller shall be entitled to retain all Tax Recoveries payable by Tenant Tenants during all months prior to the month in which Closing occurs, and Purchaser shall be entitled to retain all Tax Recoveries payable by Tenants during all months following the month in which Closing occurs, with Tax Recoveries payable by Tenants during the preceding yearmonth in which Closing occurs being equitably adjusted between the parties based on the number of days preceding, Tenant shall pay the difference to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Leaseoccurring from and after, Closing as provided above. (B) Tenant With respect to those Tenants making payments of Tax Recoveries on a cash basis under their respective Leases (i.e., meaning that such Tenants are responsible for making Tax Recovery rental payments during 2016 relative to real estate taxes due and owing in calendar year 2016), Purchaser and Seller shall have reconcile such amounts between themselves at Closing (if the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review final installment tax ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses ▇ for such year. Within a real estate taxes which are payable in 2016 has then been issued), or within thirty (30) days after receipt of a timely Review Notice, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at following the office issuance of the property manager for the Building. If ▇▇final installment tax ▇▇▇▇ fails to give Landlord written notice stating for real estate taxes which are payable in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen 2016 (15) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved if the final installment tax ▇▇▇▇ for real estate taxes which are payable in 2016 has not been issued as of Closing) and delivery of notice thereof and demand for reconciliation by either party to the other, but in no event later than December 15, 2016 (with Seller owing Purchaser any over collections of Tax Recoveries from such Tenants theretofore paid to Seller and attributable to payments due from such Tenants with respect to the period through the Closing Time and with Purchaser owing to Seller any under collections of such Tax Recoveries theretofore paid to Seller and attributable to the period through the Closing Time). (C) With respect to those Tenants making payments of Tax Recoveries on an accrual basis under their respective Leases relative to calendar year 2015 (i.e., meaning that such Tenants are responsible for making Tax Recovery rental payments during 2015 relative to real estate taxes due and owing for calendar year 2015, but payable in calendar year 2016), a reconciliation between Seller and Purchaser shall be made at Closing (if the second installment tax ▇▇▇▇▇’s statement ▇ for the Real Property payable in 2016 has then been issued), or within thirty (30) days following the issuance of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon the second installment tax ▇▇▇▇ for the Real Property payable in 2016 (if the second installment tax ▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses ▇ for the Real Property payable in 2016 has not been issued as of Closing), but in no event later than December 15, 2016, in either case as the full and final reconciliation and adjustment of Tax Recovery rental payments from such accrual-based Tenants relative to calendar year 2015 (with Seller owing Purchaser an amount equal to the total amount any over collections of Tax Recoveries from such Tenants theretofore paid to Seller on account of 2015 real estate taxes (payable in question 2016) and with Purchaser owing to Seller an amount equal to the total amount any under collections of Tax Recoveries from such Tenants theretofore paid to Seller on account of 2015 real estate taxes (payable in 2016)). (D) With respect to those Tenants making payments of Tax Recoveries on an accrual basis under their respective Leases relative to calendar year 2016 (i.e., meaning that such Tenants are less than reported responsible for making Tax Recovery rental payments during 2016 relative to real estate taxes due and owing for calendar year 2016, but payable in Landlord’s statementcalendar year 2017), Landlord a reconciliation between Seller and Purchaser shall provide Tenant be made at Closing as the full and final reconciliation and adjustment with respect to such Tax Recovery rental payments from such accrual-based Tenants paid to Seller relative to calendar year 2016, with Seller giving a proration credit against future Rent to Purchaser at Closing in the amount of any overpayment by ▇▇▇▇▇▇. Likewise$205,000. (E) Without limitation of the reconciliation of Tax Recoveries between Seller and Purchaser as described above in this Section 10.4(c)(ii), if Landlord and Tenant determine without limiting the credits and reconciliation of Proration Items attributable to real estate taxes being adjusted between the parties under Section 10.4(a) above or the rights and obligations of the parties with respect to Delinquent Rentals as described in Section 10.4(b) above, it is understood and agreed that Operating Expenses Purchaser will be solely responsible, from and after Closing, for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord collecting from Tenants the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant any outstanding Tax Recoveries, or paying to the provisions of this Section shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord Tenants the amount due of any over collection of Tax Recoveries and for performing all annual reconciliations thereof with Tenants as shown on Landlord’s statement of actual Operating Expensesprovided in their respective Leases for real estate taxes payable in 2016 and 2017.

Reconciliation. (Aa) Any failure Within a reasonable time after receipt by ▇▇▇▇▇▇▇▇ Sublandlord of any statement or written demand from Prime Landlord which includes demand for payment of any amounts payable hereunder as Subtenant Surcharges or other amounts payable by Subtenant hereunder other than Base Rent (“Additional Rent”), Sublandlord shall deliver to deliver any estimate Subtenant a copy of such statement or statement demand. Subtenant shall pay to Sublandlord the amount of such Additional Rent required under this Lease shall not operate as a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basis, Landlord shall provide Tenant with a statement of all actual Operating Expenses and Taxes for the preceding year within the first one hundred twenty (12020) business days after Subtenant’s receipt of such statement or demand, but in no event shall Subtenant be obligated to make such payment more than thirty (30) days of before such payment is due under the new calendar year. If Tenant has made estimated payments of Operating Expenses or Taxes in excess of the actual amount due, Landlord shall credit Tenant with any overpayment against the next Rent otherwise due, Prime Lease; provided, however, if that in any instance in which Subtenant shall receive any such overpayment occurs within the final year of the Termstatement or demand directly from Prime Landlord, then Landlord shall use commercially reasonable efforts to reimburse Tenant in Subtenant may pay the amount of such overpayment the same directly to Prime Landlord. Sublandlord agrees that if Subtenant pays the amount due directly to Prime Landlord, in cash as part accordance with the preceding sentence, any obligation of Subtenant to pay the same to Sublandlord shall be satisfied by the payment to Prime Landlord’s reconciliation procedure at . (b) Payments shall be made pursuant to this Section 4 notwithstanding the end fact that the statement to be provided by Sublandlord is furnished to Subtenant after the expiration of the Term. Term of this Sublease and notwithstanding the fact that by its terms this Sublease shall have expired or have been cancelled or terminated, provided however, Subtenant shall not be responsible to pay any such amounts that are invoiced to Subtenant or Sublandlord (which would otherwise be payable by Subtenant hereunder) to the extent that such invoices are received later than the one (1) year anniversary of the expiration or termination date. (c) Within a reasonable time after the receipt by Sublandlord from Prime Landlord of any statement of insurance premiums or electricity or other utility expenses, Sublandlord will furnish Subtenant with a copy of such statement and copies of any additional related material received by Sublandlord from Prime Landlord in connection therewith. (d) If Sublandlord shall receive from Prime Landlord any refund of any amounts in respect of which Subtenant shall have paid Additional Rent to Sublandlord or Prime Landlord under the actual amount due exceeds provisions of this Article, Sublandlord shall retain out of such refund the estimated payments made by Tenant during the preceding yearreasonable costs and expenses, Tenant if any, of obtaining such refund, including but not limited to reasonable attorneys’ fees and disbursements, and shall then pay the difference to Landlord Subtenant, within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days after receipt of a timely Review Noticesuch refund by Sublandlord, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at the office portion of the property manager for the Building. If ▇▇▇▇▇▇ fails remainder of such refund which is equitably attributable to give Landlord written notice stating in amounts paid by Subtenant as Additional Rent hereunder. (e) All Additional Rent including Subtenant’s Surcharges and all reasonable detail any objection costs, charges and expenses which Subtenant assumes, agrees or is obligated to Landlord’s statement of actual Operating Expenses within fifteen (15) business days after such records are made available pay to Tenant for review then Tenant Sublandlord pursuant to this Sublease shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement be additional rent, and in the event of Operating Expenses for such year and Tenant non-payment, Sublandlord shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord all the rights and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement remedies with respect to such review. Tenant shall be solely responsible thereto as are herein provided for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to case of nonpayment of the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating ExpensesBase Rent reserved hereunder.

Reconciliation. (A) Any failure by ▇▇▇▇▇▇▇▇ to deliver any estimate or statement of Additional Rent required under this Lease shall not operate as a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basis, Landlord shall provide Tenant with a statement of all actual Operating Expenses and Taxes for the preceding year within the first one hundred twenty (120) days of the new calendar year. If Tenant has made estimated payments of Operating Expenses or Taxes in excess of the actual amount due, Landlord shall credit Tenant with any overpayment against the next Rent otherwise due, provided, however, if such overpayment occurs within the final year of the Term, then Landlord shall use commercially reasonable efforts to reimburse Tenant in the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at the end of the Term. If the actual amount due exceeds the estimated payments made by Tenant during the preceding year, Tenant shall pay the difference to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. a. Within a thirty (30) days after receipt of a timely Review Noticecompletion of Incumbent’s Planning Activities and prior to the Reconciliation Date (as defined below), Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office Incumbent will submit to Sprint all documentation demonstrating the actual costs that Incumbent reasonably incurred or at paid to other entities complete the office Planning Activities (“Actual Costs”). The dated documentation of the property manager Actual Costs (“Documentation”) required by Sprint from Incumbent may include, but is not limited to, the following: (1) invoices for the Building. If ▇▇▇▇▇▇ fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen (15) business days after such records Actual Costs that are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant associated with a credit category of work as identified on Schedule C and/or the SOW; (2) receipts substantiating the Actual Costs including receipts for any travel expenses incurred by Incumbent such as hotel invoices, airfare receipts, etc.; (3) Incumbent’s individual employee work orders, time sheets and associated general ledger records specifying the name of the person or employee performing work for Incumbent, the date work was performed, the hours worked and a description of the activity performed; and/or (4) the applicable Exhibit 2 internal labor certifications. b. Upon receipt by Sprint of the Documentation for all Actual Costs, Sprint and Incumbent will reconcile the Actual Costs against future Rent in the payments made by Sprint to Incumbent (and Planning Vendors, if applicable) and the Parties will agree upon the amount of any overpayment by ▇▇▇▇▇▇. Likewiseadditional payments (subject to Section 6) due to Incumbent (or Planning Vendors, if Landlord applicable) or any refunds due to Sprint. The effective date of agreement on reconciliation of Actual Costs and Tenant determine receipt by Sprint of the Reconciliation Statement signed by Incumbent is the “Reconciliation Date”. c. Any additional payments due to Incumbent from Sprint will be disbursed to Incumbent within thirty (30) days of the Reconciliation Date, provided the additional payments do not result from Actual Costs that Operating Expenses for exceed the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇Cost Estimate. Any information obtained by Tenant refunds due from the Incumbent to Sprint will be made within thirty (30) days of the Reconciliation Date. d. In the event Incumbent’s Actual Costs exceed the Cost Estimate, Incumbent must submit a Change Notice pursuant to the provisions Section 6 of this Section shall be treated as confidential and Landlord may require Agreement describing the change in scope of work that Tenant execute a commercially reasonable confidentiality agreement as a condition resulted in Incumbent’s Actual Costs exceeding the Cost Estimate. Approval of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) Change Notice will not be compensated automatic but will be processed in accordance with Section 6 of this Agreement. Additional payments due to Incumbent, which result from an excess of Actual Costs over the Cost Estimate, as agreed on a contingency basisthe Reconciliation Date, and will be disbursed to Incumbent within thirty (iii30) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to days of the contrary, Tenant shall not be permitted to review LandlordTransition Administrator’s records or to dispute any statement approval of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expensesamendment documenting the change from the Change Notice.

Reconciliation. (A) Any failure by ▇▇▇▇▇▇▇▇ to deliver any estimate or statement As soon as is practical following the end of Additional Rent required under this Lease shall not operate as a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basiseach calendar year, Landlord shall provide furnish Tenant with a statement of all the actual Operating Expenses and the actual Taxes for the preceding prior calendar year. If the amount of estimated Expenses or estimated Taxes for the prior calendar year is more than the actual Expenses or actual Taxes, as the case may be, for the prior calendar year, Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due, provided that, if the Term expires before the determination of the overpayment, Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the amount of estimated Expenses or estimated Taxes for the prior calendar year is less than the actual Expenses or actual Taxes, as the case may be, for such prior year, Tenant shall pay Landlord, within thirty (30) days after its receipt of the first statement of Expenses or Taxes, any underpayment for the prior calendar year. Landlord’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding upon, and may not be disputed by, Tenant unless the statement is incorrect and is disputed by Tenant, within one hundred twenty (120) days of the new calendar year. If Tenant has made estimated payments of Operating Expenses or Taxes in excess of the actual amount due, Landlord shall credit Tenant with any overpayment against the next Rent otherwise due, provided, however, if such overpayment occurs within the final year of the Term, then Landlord shall use commercially reasonable efforts to reimburse Tenant in the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at the end of the Term. If the actual amount due exceeds the estimated payments made by Tenant during the preceding year, Tenant shall pay the difference to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days after receipt of a timely Review Notice, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at the office of the property manager for the Building. If ▇▇▇▇▇▇ fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Tenant’s failure so to dispute Landlord’s statement shall provide Tenant with constitute a credit against future Rent in waiver of Tenant’s right to dispute the amount of statement. Notwithstanding any overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in dispute concerning any Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section payments shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement made by the parties in accordance with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expensesat the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolved.

Reconciliation. (A) Any failure by ▇▇▇▇▇▇▇▇ Landlord shall use reasonable efforts to deliver any estimate or statement of Additional Rent required under this Lease shall not operate as a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basisTenant, Landlord shall provide Tenant with a statement of all actual Operating Expenses and Taxes for the preceding year within the first one hundred twenty (120) days after the end of each calendar year, Landlord’s final determination of Landlord’s Operating Expenses for the new calendar year in question and shall submit such information to Tenant in a written statement (the “Annual Expense Reconciliation”). In no event shall Landlord deliver the Annual Expense Reconciliation with respect to any calendar year later than one hundred eighty (180) days following the end of such calendar year. If Tenant has Each Annual Expense Reconciliation must reconcile the aggregate of all Monthly Expense Payments made estimated payments of Operating Expenses or Taxes in excess of the actual amount due, Landlord shall credit Tenant with any overpayment against the next Rent otherwise due, provided, however, if such overpayment occurs within the final year of the Term, then Landlord shall use commercially reasonable efforts to reimburse by Tenant in the amount calendar year in question with Tenant’s Proportionate Share of such overpayment in cash as part of actual Landlord’s reconciliation procedure at the end of the Term. If the actual amount due exceeds the estimated payments made by Tenant during the preceding year, Tenant shall pay the difference to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such yearthe period covered thereby and shall include a reasonably detailed statement of the costs and expenses reflected on the Annual Expense Reconciliation. Within a Any balance due to Landlord shall be paid by Tenant within thirty (30) days after Tenant’s receipt of a timely Review Noticethe Annual Expense Reconciliation; any surplus due to Tenant shall be applied by Landlord against the next accruing monthly installment(s) of Additional Rent or Basic Rent. If the Term has expired or has been terminated, Tenant shall pay the balance due to Landlord or, alternatively, Landlord shall make such records available for refund the surplus to Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at , whichever the office of the property manager for the Building. If ▇▇▇▇▇▇ fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses case may be, within fifteen thirty (1530) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇Tenant’s receipt of the Annual Expense Reconciliation; provided, however, that if the Term terminated as a timely objection notice from ▇▇▇▇▇▇result of a default by Tenant, then Landlord and will have the right to retain such surplus to the extent Tenant shall work together in good faith owes Landlord any Basic Rent or Additional Rent. Without limiting Tenant’s audit rights pursuant to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statementSection 5.5 hereof, Landlord shall provide deliver to Tenant with a credit against future Rent in invoices and/or other reasonable evidence of the amount of any overpayment by ▇▇▇▇▇▇. Likewisecosts and expenses reflected on the Annual Expense Reconciliation within thirty (30) days after request from Tenant, if Landlord and which request from Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section shall must be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of made within one hundred twenty (120) days after Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to receipt of the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating ExpensesAnnual Expense Reconciliation.

Reconciliation. (A) Any failure For the convenience of the parties, the initial amount to be withdrawn from the Designated Account on each Delivery Date will be equal to the Initial Estimated Delivery Amount. Buyer has calculated the Initial Estimated Delivery Amount based on Seller's actual Receipts prior to the date of this Agreement, determined by Buyer based on a review of Banking Records provided by Seller. "Banking Records" may include bank statements, accounts receivables reports, credit card receipts, and view-only access to business bank accounts. Buyer will review Seller's Banking Records for each Review Period that occurs during the course of this Agreement. For this purpose, the "Review Period" is one month, beginning on the first of the month and ending on the last day of the month. Buyer will calculate Seller's actual Receipts based solely upon a review of the Banking Records made available to Buyer for the applicable Review Period. Absent manifest error, ▇▇▇▇▇▇▇▇ to deliver 's calculation of Seller's actual Receipts for any estimate or statement of Additional Rent required under this Lease Review Period shall not operate as a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunderbe conclusive. On an annual basis, Landlord shall provide Tenant with a statement of all actual Operating Expenses and Taxes for the preceding year within the first one hundred twenty (120) days of the new calendar year. If Tenant has made estimated payments of Operating Expenses or Taxes in excess of the actual amount due, Landlord shall credit Tenant with any overpayment against the next Rent otherwise due, provided, however, if such overpayment occurs within the final year of the Term, then Landlord shall use commercially reasonable efforts to reimburse Tenant in the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at the end of the Term. If the actual amount due exceeds the estimated payments made by Tenant during the preceding year, Tenant shall pay the difference to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days after receipt 's calculation of a timely Review Notice, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office Seller's actual Receipts will take place on or at around the office 12th calendar day following the end of the property manager Review Period (the "Calculation Date"). The parties agree to adjust the Initial Estimated Delivery Amount so that subsequent withdrawals from the Designated Account are equal to the Remittance Percentage of the actual Receipts collected by Seller during a prior Review Period, as determined by Buyer on the Calculation Date. Each such adjustment is referred to herein as an "Adjusted Delivery Amount." On each Delivery Date following a Calculation Date, the amount withdrawn from the Designated Account shall be equal to the Adjusted Delivery Amount. If on any Calculation Date, the Buyer is unable to determine Seller's actual Receipts for the Building. If ▇applicable Review Period, the parties agree that the Adjusted Delivery Amount shall be based on the actual Receipts from the most recent Review Period for which ▇▇▇▇▇ fails was able to give Landlord written notice stating in reasonable detail any objection determine Seller's actual Receipts. Seller hereby agrees to Landlord’s statement of provide Buyer with such Banking Records as Buyer may reasonably require to calculate Seller's actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant for review then Tenant shall be deemed Receipts, including authorization to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year "view only" access to all business bank accounts to accommodate the reconciliations. Seller shall maintain this view only access at all times and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant Buyer with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇. Likewiseupdated password, if Landlord login, and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any account information obtained by Tenant pursuant to the provisions of this Section shall be treated as confidential and Landlord Buyer may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expensesthis purpose.

Reconciliation. Within a reasonable period after the end of each calendar year, Landlord shall deliver to Tenant a statement (Athe “Statement”) Any failure setting forth Tenant’s Cost Allocation for such year. If Tenant’s Cost Allocation for such year exceeds the total of the Estimated Payment made by ▇▇▇▇▇▇▇▇ Tenant for such year, Tenant shall pay Landlord the amount of the deficiency within fifteen (15) days of the receipt of the Statement and any amount payable by Tenant that would not otherwise be due until after the termination of this Lease, shall, if the exact amount is uncertain at the time that this Lease terminates, be paid by Tenant to deliver Landlord upon such termination in an amount to be estimated by Landlord with an adjustment to be made once the exact amount is known. If the Estimated Payment made by Tenant exceeds Tenant’s Cost Allocation for such year, then Landlord shall credit against Tenant’s next ensuing Estimated Payment(s) an amount equal to the difference until the credit is exhausted. If a credit is due from Landlord after the Expiration Date, Landlord shall pay Tenant the amount of the credit after deducting therefrom any estimate or statement amounts then owed by Tenant to Landlord. The obligations of Additional Rent Tenant and Landlord to make payments required under this Lease Section shall survive the expiration or termination of this Lease, and Landlord’s failure to deliver the Statement shall not operate as be deemed a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basis, Landlord shall provide Tenant with a statement of all actual Operating Expenses and Taxes for make the preceding year within the first one hundred twenty (120) days of the new calendar year. If Tenant has made estimated payments of Operating Expenses or Taxes in excess of the actual amount due, Landlord shall credit Tenant with any overpayment against the next Rent otherwise due, provided, however, if such overpayment occurs within the final year of the Term, then Landlord shall use commercially reasonable efforts to reimburse Tenant in the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at the end of the Term. If the actual amount due exceeds the estimated payments made by Tenant during the preceding year, Tenant shall pay the difference to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Leaseadjustments set forth herein. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days after receipt of a timely Review Notice, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at the office of the property manager for the Building. If ▇▇▇▇▇▇ fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expenses.

Reconciliation. Within a reasonable period after the end of each calendar year, Landlord shall deliver to Tenant a statement (Athe “Statement”) Any failure setting forth Tenant’s Cost Allocation for such year. If Tenant’s Cost Allocation for such year exceeds the total of the Estimated Payment made by ▇▇▇▇▇▇▇▇ Tenant for each year, Tenant shall pay Landlord the amount of the deficiency within thirty (30) days of the receipt of the Statement and any amount payable by Tenant that would not otherwise be due until after the termination of this Lease, shall, if the exact amount is uncertain at the time that this Lease terminates, be paid by Tenant to deliver any estimate or statement Landlord upon such termination in an amount to be estimated by Landlord with an adjustment to be made once the exact amount is known. If the Estimated Payment made by Tenant exceeds Tenant’s Cost Allocation for such year, then Landlord shall credit against Tenant’s next ensuing Estimated Payment(s) an amount equal to the difference until the credit is exhausted. If a credit is due from Landlord after the Expiration Date, Landlord shall pay Tenant the amount of Additional Rent the credit within thirty (30) of such determination. The obligations of Tenant and Landlord to make payments required under this Lease Section shall survive the expiration or termination of this Lease, and Landlord’s failure to deliver the Statement shall not operate as be deemed a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basis, Landlord shall provide Tenant with a statement of all actual Operating Expenses and Taxes for make the preceding year within the first one hundred twenty (120) days of the new calendar year. If Tenant has made estimated payments of Operating Expenses or Taxes in excess of the actual amount due, Landlord shall credit Tenant with any overpayment against the next Rent otherwise due, provided, however, if such overpayment occurs within the final year of the Term, then Landlord shall use commercially reasonable efforts to reimburse Tenant in the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at the end of the Term. If the actual amount due exceeds the estimated payments made by Tenant during the preceding year, Tenant shall pay the difference to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Leaseadjustments set forth herein. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days after receipt of a timely Review Notice, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at the office of the property manager for the Building. If ▇▇▇▇▇▇ fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expenses.

Reconciliation. Not later than 60 days after the Effective Date, YSI shall deliver to Rising Tide a written, final accounting with respect to (Aa) the 2007 operations of the Properties prior to the Effective Date, including, among other matters, a detail of gross receipts, all actual (vs. budgeted) expenses in respect of or on behalf of the Properties, all Reimbursable Costs and all Management Fees and (b) a reconciliation showing all payments previously made in accordance with Section 2.1 and required to be made, but not yet made, in accordance with Sections 2.1 (the “Proposed Final Accounting”); provided that real and personal property taxes and tenant security deposits shall be prorated and governed by Sections 10.2 and 10.5, respectively, of the 2007 Acquired Properties Purchase Agreement. For purposes of the reconciliation set forth in the Proposed Final Accounting, Rising Tide shall not be entitled to any collections on the Rising Tide Receivables even if such collections exceed 75% of the accounts receivable related to the Properties that are 0-30 days old as of the Effective Date and 15% of the accounts receivable related to the Properties that are 31-60 days old as of the Effective Date, and YSI shall only be entitled to (i) a Management Fee on rent, late fees, parking or other fees and charges that were due and payable by any tenant prior to the Effective Date that are actually received by the Effective Date or included in the Rising Tide Receivables and (ii) Reimbursable Costs for which a written invoice is actually received by YSI by the 60th day after the Effective Date. YSI shall indemnify and hold Rising Tide harmless with respect to any invoice received by YSI after the 60th day after the Effective Date. The Proposed Final Accounting and the reconciliation set forth therein shall be compiled in accordance with the methodology set forth in Section 2.1 hereof and Section 2.2. Rising Tide shall use all reasonable efforts to review the Proposed Final Accounting, within 30 days of its receipt of the Proposed Final Accounting. Rising Tide and its independent accountants shall be afforded, at Rising Tide’s expense and without delay by YSI, access to any work papers prepared by YSI or its independent accountants in connection with the Proposed Final Accounting and all books and records for the Properties, including service contracts (the “Service Contracts”), invoices actually received and tenant leases related to any of the Properties. The Proposed Final Accounting shall become final and binding on Rising Tide and YSI unless Rising Tide gives written notice to YSI of its disagreement (a “Notice of Disagreement”) within such 30-day period. If no Notice of Disagreement is delivered, the applicable party shall pay to the other party the amount set forth in the reconciliation contained in the Proposed Final Accounting. Such amount shall be paid within 5 days of the expiration of such-30 day period. Any failure by such Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. For a period of 30 days following YSI’s receipt of a Notice of Disagreement, Rising Tide and YSI shall attempt to resolve any differences that they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 30-day period, YSI and Rising Tide have failed to reach written agreement with respect to all such matters, then YSI and Rising Tide shall promptly submit all such matters as specified in the Notice of Disagreement, as to which such written agreement has not been reached, to the national transaction services office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to deliver any estimate or statement of Additional Rent required under this Lease shall not operate as a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basis, Landlord shall provide Tenant with a statement of all actual Operating Expenses and Taxes for the preceding year within the first one hundred twenty (120) days of the new calendar year. If Tenant has made estimated payments of Operating Expenses or Taxes in excess of the actual amount due, Landlord shall credit Tenant with any overpayment against the next Rent otherwise due, provided, however, if such overpayment occurs within the final year of the Term, then Landlord shall use commercially reasonable efforts to reimburse Tenant in the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at the end of the Term. If the actual amount due exceeds the estimated payments made by Tenant during the preceding year, Tenant shall pay the difference to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) Tenant shall have the right during the Term, by providing written notice to Landlord LLP (the “Review NoticeArbitrating Accountant”) within forty-five (45) days after receiving Landlord’s for review. YSI and Rising Tide shall each submit a written statement of actual Operating Expensesposition to the Arbitrating Accountant concerning the calculation of disputed items and shall cause the Arbitrating Accountant to act promptly to determine whether to accept either the position of YSI or the position of Rising Tide, or an alternative position, which shall not be greater than the dollar amount sought by YSI or less than the dollar amount payable as determined by Rising Tide. The Arbitrating Accountant shall have access to review ▇▇▇▇▇▇▇▇’s records relating all documents and facilities necessary to Operating Expenses perform its functions as arbitrator, and may, at its discretion, establish binding rules of procedure for the conduct of the arbitration. The costs and expenses of the Arbitrating Accountant shall be borne equally by Rising Tide and YSI. The determination of the Arbitrating Accountant with respect to such yearmatters shall be the exclusive method for the resolution of such matters, shall be final and binding upon the parties hereto and may be enforced by any court of competent jurisdiction. Within a thirty (30) The applicable party shall pay to the other party the amount determined to be owed by the Arbitrating Accountant, and such amount shall be paid within 5 days after receipt of a timely Review Notice, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at the office determination of the property manager for the Building. If ▇▇▇▇▇▇ fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating ExpensesArbitrating Accountant.

Reconciliation. No later than August 31st of each calendar year during the term hereof (A) Any failure by ▇▇▇▇▇▇▇▇ the “Outside Reconciliation Date”), the Advisor shall calculate and provide to deliver any estimate or statement the Company a reconciliation showing the difference, if any, between the amount of Additional Rent the Incentive Compensation paid to the Advisor on a quarterly basis in the immediately preceding Incentive Compensation Period and the amount of Incentive Compensation due, if any, based on the aggregate Core AFFO for the applicable period (the “Annual Incentive Calculation”). If, subject to dispute as set forth in Section 6(h), the Annual Incentive Calculation shows that the Company has paid more than required under this Lease Section 6(e) (the “Excess Incentive Compensation”), the Advisor shall not operate as a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basis, Landlord shall provide Tenant with a statement of all actual Operating Expenses and Taxes for the preceding year within the first one hundred twenty five (1205) days Business Days after delivery of the new calendar year. If Tenant has made estimated payments of Operating Expenses or Taxes in excess Annual Incentive Calculation to the Company, repay the Company all Excess Incentive Compensation by forfeiting Restricted Shares having a value equal to 50% of the actual amount dueExcess Incentive Compensation (the “Forfeited Shares”) and by repaying the remaining 50% of Excess Incentive Compensation in cash. In addition, Landlord the Advisor shall credit Tenant with any overpayment against repay the next Rent otherwise due, provided, however, if such overpayment occurs within Company all dividends or other distributions paid or declared but not paid on the final year Forfeited Shares before the date of forfeiture. For these purposes the Term, then Landlord Restricted Shares that are subject to forfeiture shall use commercially reasonable efforts to reimburse Tenant in have the amount of such overpayment in cash same value as part of Landlord’s reconciliation procedure the value accorded the Restricted Shares at the end time of issuance. If, subject to dispute as set forth in Section 6(h), the Term. If Annual Incentive Calculation shows that the actual Company has not paid the full amount due exceeds required under this Section 6(e) (an “Incentive Compensation Deficiency”) the estimated payments made by Tenant during the preceding year, Tenant Company shall pay the difference to Landlord within ten (10) business days and such obligation shall survive Advisor the expiration or earlier termination of this Lease. (B) Tenant shall have the right during the TermIncentive Compensation Deficiency, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expensesif any, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days after receipt of a timely Review Notice, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at the office of the property manager for the Building. If ▇▇▇▇▇▇ fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant of receipt of the Annual Incentive Calculation. Notwithstanding the foregoing, the Outside Reconciliation Date for review then Tenant (a) the 2019-20 Incentive Compensation Period shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year May 31, 2020; and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve (b) the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section COVID-19 Response Compensation Period shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any yearMarch 31, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expenses2021.”

Reconciliation. (A) Any failure by ▇▇▇▇▇▇▇▇ to deliver any estimate or statement As soon as is practical following the end of Additional Rent required under this Lease shall not operate as a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basiseach calendar year, Landlord shall provide furnish Tenant with a statement of all the actual Operating Expenses and Expense Excess and the actual Taxes and Tax Excess for the preceding year within the first one hundred twenty (120) days of the new prior calendar year. If Tenant has made the estimated payments of Operating Expenses Expense Excess or Taxes in excess of the estimated Tax Excess for the prior calendar year is more than the actual amount dueExpense Excess or actual Tax Excess, as the case may be, for the prior calendar year, Landlord shall credit either provide Tenant with a refund or apply any overpayment by Tenant against the Additional Rent due or next Rent otherwise becoming due, provided, howeverprovided that, if such overpayment occurs within the final year Term expires before the determination of the Termoverpayment, then Landlord shall use commercially reasonable efforts refund any overpayment to reimburse Tenant in after first deducting the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at the end of the TermRent due. If the actual amount due exceeds estimated Expense Excess or the estimated payments made by Tenant during Tax Excess for the preceding prior calendar year is less than the actual Expense Excess or actual Tax Excess, as the case may be, for such prior year, Tenant shall pay the difference to Landlord Landlord, within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days after its receipt of a timely Review Noticethe statement of Expenses or Taxes, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at the office of the property manager any underpayment for the Buildingprior calendar year. If ▇▇▇▇▇▇ fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s annual statement of actual Operating with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding upon, and may not be disputed by, Tenant unless the statement is incorrect and is disputed by Tenant, within fifteen sixty (1560) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇Tenant’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Tenant’s failure so to dispute Landlord’s statement shall provide Tenant with constitute a credit against future Rent in waiver of Tenant’s right to dispute the amount of statement. Notwithstanding any overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in dispute concerning any Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section payments shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement made by the parties in accordance with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expensesat the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolved.

Reconciliation. (A) Any failure by ▇▇▇▇▇▇▇▇ to deliver any estimate If the Expiration Date of the Term shall occur on a date other than the end of a Tax Year or statement Expense Year, Tenant's Share of Additional Rent required under this Lease shall not operate as a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basis, Landlord shall provide Tenant with a statement of all actual Operating Taxes and Expenses and Taxes for the preceding year within Tax Year and the Expense Year in which the Expiration Date falls shall be in the proportion that the number of days from and including the first one hundred twenty (120) days day of the new calendar year. If Tenant has made estimated payments of Operating Expenses Tax Year or Taxes Expense Year in excess of which the actual amount due, Landlord shall credit Tenant with any overpayment against Expiration Date occurs to and including the next Rent otherwise due, Expiration Date bears to 360; provided, however, if such overpayment occurs within Landlord may, pending the final year determination of the Term, then Landlord shall use commercially reasonable efforts to reimburse Tenant in the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at the end of the Term. If the actual amount due exceeds the estimated payments made by Tenant during the preceding year, Tenant shall pay the difference to Landlord within ten (10) business days Taxes and such obligation shall survive the expiration or earlier termination of this Lease. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses if any, for such yearpartial Tax Year and Expense Year, furnish Tenant with statements of estimated Taxes, estimated Expenses, and Tenant's Share of each thereof for such partial Tax Year and Expense Year. Within a thirty (30) days after receipt of a timely Review Noticesuch estimated statement, Tenant shall remit to Landlord, as Additional Rent, the amount of Tenant's Share of such Taxes and Expenses. If, after such Taxes and Expenses have been finally determined and Landlord's Tax Statement and Landlord's Expense Statement have been furnished to Tenant, there shall have been an underpayment of Tenant's Share of Taxes or Expenses, Tenant shall remit the amount of such underpayment to Landlord within thirty (30) days of receipt of such statements, and if there shall have been an overpayment, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at the office of the property manager for the Building. If ▇▇▇▇▇▇ fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in remit the amount of any such overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and to Tenant determine that Operating Expenses for with the year in question are greater than reported in delivery of Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section shall be treated as confidential Tax Statement and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or Expense Statement (as applicable), but only if Tenant has not first paid to provided Landlord the amount due as shown on Landlord’s statement of actual Operating Expenseswith a valid forwarding address.

Reconciliation. (A) Any failure by ▇▇▇▇▇▇▇▇ to deliver any estimate or statement of Additional Rent required under this Lease shall not operate as a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basis, Landlord shall provide deliver to Tenant with a statement of all actual Operating Expenses and Taxes for the preceding year within the first one hundred twenty (120) days after the expiration of each calendar year a reasonably detailed statement (the “Statement”) showing Tenant’s Percentage of the new calendar actual Operating Expenses incurred during such year. Except as otherwise set forth below, Landlord’s failure to deliver the Statement to Tenant within said period shall not constitute Landlord’s waiver of its right to collect said amounts or otherwise prejudice Landlord’s rights hereunder. If Tenant has made estimated Tenant’s payments under this Section 8 during said year exceed Tenant’s Percentage of Operating Expenses or Taxes in excess of as indicated on the actual amount dueStatement (the “Operating Expense Overstatement”), Landlord shall credit Tenant with any overpayment against the next Rent otherwise due, provided, however, if such overpayment occurs within the final year of the Term, then Landlord shall use commercially reasonable efforts to reimburse Tenant in the amount of such overpayment in cash as part against such payment of Landlord’s reconciliation procedure at Rent next falling due, or, if the end Term will expire before the overpayment is fully credited, Landlord shall pay such difference to Tenant within [***] ([***]) days of the Termdetermination of such Operating Expense Overstatement. If Tenant’s payments under this Section 7 during said year were less than Tenant’s Percentage as indicated on the actual amount due exceeds the estimated payments made by Tenant during the preceding yearStatement, Tenant shall pay the difference to Landlord the amount of the deficiency within ten [***] (10[***]) business days after delivery by Landlord to Tenant of the Statement. Landlord and Tenant shall forthwith adjust between them by cash payment any balance determined to exist with respect to that portion of the last year of the Lease Term for which Tenant is responsible for Operating Expenses, notwithstanding that the Lease Term may have terminated before the end of such obligation year. The obligations set forth in this subsection shall survive the expiration expiration, or earlier termination termination, of this Lease. (B) . Provided Tenant is not then in default beyond applicable notice and cure periods and has paid the Operating Expenses shown on the Statement, if Tenant disputes the amount set forth in the Statement, Tenant shall have the right during right, at Tenant’s sole expense, not later than [***] ([***]) days following receipt of such Statement, to cause Landlord’s books and records with respect to the Term, calendar year which is the subject of the Statement to be audited by providing written notice a certified public accountant mutually acceptable to Landlord and Tenant); provided, however, Landlord’s approval shall not be unreasonably withheld, and the [***] ([***]) day period shall be tolled for the “Review Notice”) period during which Landlord is determining whether to approve such certified public accountant. The audit shall take place at the offices of Landlord where its books and records are located at a mutually convenient time during Landlord’s regular business hours in Palm Beach County, Florida. The accountant conducting the audit shall be compensated on an hourly basis and shall not be compensated based upon a percentage of overcharges it discovers. If Tenant gives Landlord notice of its intention to audit Operating Expenses, it must commence such audit within forty-five [***] (45[***]) days after receiving such notice is delivered to Landlord’s statement of actual Operating Expenses, to review ▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty and the audit must be completed within [***] (30[***]) days after receipt of a timely Review Notice, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at the office of the property manager for the Buildingnotice is delivered to Landlord. If ▇▇▇▇▇▇ fails Tenant does not commence and complete the audit within such periods, the Statement that Tenant elected to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant for review then Tenant audit shall be deemed final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct. Tenant will use good faith commercially reasonable efforts to have approved ▇▇▇▇▇▇▇▇’s statement keep the results of any Operating Expenses for such year and Tenant shall have no further right to object or contest such statementExpense audit confidential. Upon ▇▇▇▇▇▇▇▇Landlord’s receipt of a timely objection notice from ▇▇▇▇▇▇Tenant, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇Landlord’s statement and ▇▇▇▇▇▇Tenant’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇after Landlord and Tenant agree on the results of any audit of Landlord’s books and records indicates that Landlord has made an error in Landlord’s favor for more than [***] percent ([***]%) of the amount of Operating Expenses for any calendar year, such agent must (i) be Landlord shall reimburse Tenant for Tenant’s reasonable costs of conducting the audit up to a CPA firm (ii) not be compensated on a contingency basismaximum of $[***]. In addition, and (iii) execute a commercially reasonable confidentiality agreement with respect Landlord shall pay to Tenant an amount equal to such review. Tenant overstated amounts, which sums shall be solely responsible for all costs incurred paid within [***] ([***]) days of Tenant’s demand therefore. If such payment is not received by Tenant in connection with prior to the expiration of such review[***] ([***]) day period, Tenant may withold such amount from future payments of Rent until such amount is reduced to 0.00. Notwithstanding anything herein any provision in this Lease to the contrary, Tenant Landlord shall not be permitted entitled to review Landlord’s records collect any charge or to dispute any statement of expense for Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant Landlord has not first paid to Landlord presented Tenant with a billing within [***] ([***]) years after the amount due as shown on Landlord’s statement of actual Operating Expensesdate such charge or expense was incurred.

Reconciliation. Within a reasonable period after the end of each calendar year, Landlord shall deliver to Tenant a statement (Athe “Statement”) Any failure setting forth Tenant’s Cost Allocation for such year. If Tenant’s Cost Allocation for such year exceeds the total of the Estimated Payment made by ▇▇▇▇▇▇▇▇ Tenant for such year, Tenant shall pay Landlord the amount of the deficiency within thirty (30) days of the receipt of the Statement. At the end of the Term, any amount payable by Tenant that would not otherwise be due until after the termination of this Lease, shall, if the exact amount is uncertain at the time that this Lease terminates, be paid by Tenant to deliver Landlord upon such termination in an amount to be estimated by Landlord with an adjustment to be made once the exact amount is known. If the Estimated Payment made by Tenant exceeds Tenant’s Cost Allocation for such year, then Landlord shall credit against Tenant’s next ensuing Estimated Payment(s) an amount equal to the difference until the credit is exhausted. If a credit is due from Landlord after the Expiration Date, Landlord shall pay Tenant the amount of the credit after deducting therefrom any estimate or statement amounts then owed by Tenant to Landlord within thirty (30) days of Additional Rent the date of the Statement indicating the credit due to Tenant. The obligations of Tenant and Landlord to make payments required under this Lease Section shall survive the expiration or termination of this Lease, and Landlord’s failure to deliver the Statement shall not operate as be deemed a waiver of Landlord’s right to collect all or additional amounts from Tenant as set forth herein unless Landlord has not delivered the Statement within eighteen (18) months after the expiration of any portion of Additional Rent due hereunder. On an annual basis, Landlord shall provide Tenant with a statement of all actual Operating Expenses and Taxes for the preceding year within the first one hundred twenty (120) days of the new calendar year. If Tenant has made estimated payments of Operating Expenses or Taxes in excess of the actual amount due, Landlord shall credit Tenant with any overpayment against the next Rent otherwise due, ; provided, however, if such overpayment occurs within the final year of the Term, then Landlord shall use commercially reasonable efforts to reimburse Tenant in the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at the end of the Term. If the actual amount due exceeds the estimated payments made by Tenant during the preceding year, Tenant shall pay the difference to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days amend any Statement after receiving Landlord’s statement delivery thereof, regardless of actual Operating Expensessuch eighteen (18) month period, if Landlord receives additional tax bills relating to review such calendar year after Landlord’s delivery of the Statement, provided Landlord amends the Statement within three (3) months of Landlord’s receipt of the additional tax b▇▇▇▇▇▇▇▇’s records relating to Operating Expenses for such year. Within a thirty (30) days after receipt of a timely Review Notice, Landlord shall make such records available for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at the office of the property manager for the Building. If ▇▇▇▇▇▇ fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating Expenses.

Reconciliation. (A) Any failure by ▇▇▇▇▇▇▇▇ to deliver any estimate or statement of Additional Rent required under this Lease shall not operate as a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basis, Landlord shall provide Tenant with a statement of all actual Operating Expenses and Taxes for the preceding year within the first one hundred twenty (120) days of the new calendar year. If Tenant has made estimated payments of Operating Expenses or Taxes in excess of the actual amount due, Landlord shall credit Tenant with any overpayment against the next Rent otherwise due, provided, however, if such overpayment occurs within the final year of the Term, then Landlord shall use commercially reasonable efforts to reimburse Tenant in the amount of such overpayment in cash as part of Landlord’s reconciliation procedure at the end of the Term. If the actual amount due exceeds the estimated payments made by Tenant during the preceding year, Tenant shall pay the difference to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within Within forty-five (45) days after receiving Landlord’s statement of actual Operating Expensesthe end of each calendar quarter of the Preclinical Funding Period, CPC shall provide Astellas with a detailed accounting of its Preclinical Development Costs actually incurred or accrued in accordance with applicable Accounting Principles during such calendar quarter. If activities covered by the Preclinical Development Plan and associated budget are planned or anticipated to occur in a given calendar quarter, but are delayed (provided that any material or significant delay under the reasonable control of CPC, or due to the failure of Maxygen to provide CPC licenses, materials or software that were available to Maxygen for conduct of the Other Programs prior to the Effective Date, shall require review ▇▇▇▇▇▇▇▇’s records relating and approval by the JSC) or accelerated so that Preclinical Development Costs associated with such activities are actually incurred or accrue in a calendar quarter other than the calendar quarter originally planned or anticipated, the Budget under the Preclinical Development Plan with respect to Operating Expenses Preclinical Development Costs for such yearactivities shall be adjusted to reflect the actual timing of such activities and associated Preclinical Development Costs; provided, however, that unless otherwise agreed by the Parties the adjustment described in this sentence shall apply only with respect to timing (i.e., determining the calendar quarter in which or for which such amounts will be taken into account under the Budget), and not to increase or decrease the total amounts budgeted for such activities. Within If Astellas’ advance payment made in accordance with Section 4.1.2 for a thirty (30) days after receipt of a timely Review Noticequarter exceeds CPC’s Preclinical Development Costs actually incurred or accrued by CPC in such calendar quarter, Landlord Astellas shall make have the right to credit such records available excess against the advance payment due in accordance with Section 4.1.2 for Tenant’s review at either ▇▇▇▇▇▇▇▇’s home office or at the office upcoming calendar quarter; provided, however, that for the final two quarters of the property manager Preclinical Funding Period, CPC shall provide reimbursement to Astellas for the Buildingamount of such excess with its detailed accounting. If ▇▇▇▇▇▇ fails Astellas’ advance payment made in accordance with Section 4.1.2 for a quarter falls short of CPC’s Preclinical Development Costs actually incurred or accrued by CPC in such calendar quarter, Astellas shall provide reimbursement to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement CPC for the amount of actual Operating Expenses within fifteen (15) business days after such records are made available to Tenant for review then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Operating Expenses for such year and Tenant shortfall; provided, however, that Astellas shall have no further right obligation to object pay or contest such statement. Upon ▇▇▇▇▇▇▇▇’s receipt reimburse CPC for any Preclinical Development Costs actually incurred or accrued by CPC in a calendar quarter in excess of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve one hundred ten percent (110%) of the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent amount set forth in the amount Budget for such quarter (as adjusted to account for actual timing of any overpayment by ▇▇▇▇▇▇. Likewise, if Landlord and Tenant determine that Operating Expenses for the year activities as described above in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by ▇▇▇▇▇▇. Any information obtained by Tenant pursuant to the provisions of this Section shall be treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If ▇▇▇▇▇▇ retains an agent to review ▇▇▇▇▇▇▇▇’s books and records for any year, such agent must (i4.1.3) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred unless otherwise agreed by Tenant in connection with such review. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement of actual Operating ExpensesParties.