Common use of Additional Rent Clause in Contracts

Additional Rent. For the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute.

Additional Rent. For On and after the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feetFull Delivery Date, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building Subtenant shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed continue to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996pay to Sublandlord, as promulgated additional rent, an amount equal to (i) all amounts payable by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor Sublandlord pursuant to the Prime Lease Sublessee’s Share of: with respect to (a) any increases that certain Declaration of Covenants, Easements and Restrictions (Protective Covenants) dated September 24, 1997, and recorded among the Land Records of ▇▇▇▇▇▇▇▇▇▇ County, Maryland in charges incurred by Sublessor pursuant to Article 4 Liber 15181 at folio 74 (the “Protective Covenants”) a copy of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31which is attached hereto and made a part hereof as Exhibit E, 2006; and (b) any increases that certain Declaration of Covenants, Conditions, Easement and Restrictions for The ▇▇▇▇▇ ▇▇▇▇▇▇▇ University Belward Research Campus dated September 24, 1997, and recorded among the Land Records of ▇▇▇▇▇▇▇▇▇▇ County, Maryland in charges incurred Liber 15181 at folio 84 (the “Declaration”) a copy of which is attached hereto and made a part hereof as Exhibit F, and (c) that certain Easement Agreement dated February 28, 2001, and recorded among the Land Records of ▇▇▇▇▇▇▇▇▇▇ County, Maryland in Liber 18918 at folio 448 (the “Easement Agreement”), a copy of which is attached hereto and made a part hereof as Exhibit G, and (ii) all amounts (other than base annual rental due under the Prime Lease) payable by Sublessor Sublandlord (as tenant) pursuant to provisions of the Prime Lease other than Article 3 or 4 Lease, including, but not limited to, Taxes (as defined in Section 6 of the Prime Lease) (individually and collectively “Additional Rent”). If any such amounts are payable by Sublandlord on a monthly basis, provided however that Sublessee Subtenant shall likewise pay 100% to Sublandlord such Additional Rent (upon presentation of all charges payable an invoice for electricity same or delivery of notice of such recurring charges), on a monthly basis, in addition to and other utilities supplied to on the Sublet Premises; 100% same dates as the monthly installments of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this SubleaseBase Rent. Any such payments Additional Rent not paid monthly shall be made concurrently with the payment payable by Subtenant to Sublandlord within ten (10) days after receipt of the Rent upon which the tax is based as set forth abovea ▇▇▇▇ therefor from Sublandlord. Sublessor Sublandlord shall provide Sublessee furnish Subtenant with copies of all documentation statements received by Sublessor from the Prime Landlord together with a calculation showing the amount due from Subtenant. To the extent that Subtenant has in support fact paid to or for the benefit of calculations Sublandlord those items of Additional Rent payable by Sublessee which are due under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease Lease, Subtenant shall not be required to (a) request documentation evidencing the accuracy of Landlord’s calculations pay such items of Additional Rent, and (b) dispute such calculations and seek Rent to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute.Prime Landlord. E.

Additional Rent. For In addition to the purposes of this Sublease: Base Rent specified in Section 4(a) above, commencing on the rentable area first day of the Sublet Premises mean 25,697 square feet, which is first month following the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, Base Year (as promulgated by the Building Owners and Managers Association. Sublessee defined below) Subtenant shall pay as Additional Rent Subtenant’s Pro Rata Share (as defined below) of the Operating Expenses (as defined in Section 5.2 of the Master Lease) and when Sublessor’s payments Real Estate Taxes (as defined in Section 5.3 of the Master Lease), which are due from Sublessor in excess of the amount of Operating Expenses and Real Estate Taxes applicable to the Base Year pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 terms and conditions of Section 5 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of Master Lease; provided, however, that in no event shall any decrease in Operating Expenses and Real Estate Taxes for any calendar year during the Prime Lease Term below Operating Expenses and Real Estate Taxes for the calendar year ending December 31, 2006; and (b) Base Year entitle Subtenant to any increases decrease in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 Base Rent or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by credit against any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee sums due under this Sublease. At SublesseeThe “Base Year” for Operating Expenses and Real Estate Taxes shall be the calendar year 2013. For purposes of this Sublease, “Subtenant’s written requestPro Rata Share” of Operating Expenses and Real Estate Taxes, Sublessor shall exercise its rights pursuant to Section 4.6 1.7 of the Prime Lease Master Lease, shall be as follows as of the Effective Date: (i) 44.92% with respect to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, Building; and (bii) dispute such calculations 24.13% with respect to the Project. Notwithstanding the foregoing, to the extent Subtenant requires any item replaced or requires extraordinary services or utilities in excess of what Master Landlord is required to provide pursuant to Section 7 of the Master Lease, including, without limitation, after hours HVAC, replacement security cards or keys, nonstandard light bulbs and seek to have them adjustednonstandard janitorial services (“Extraordinary Services”), provided that Sublessee Subtenant shall pay Sublessor as Additional Rent all additional charges (without additional markup by Sublandlord) for any and all out of pocket expenses such Extraordinary Services imposed by Master Landlord under the Master Lease. Such Additional Rent shall be paid to Sublandlord within five (including the reasonable accountants and attorneys fees5) incurred by Sublessor in connection days after Subtenant receives a statement or invoice from Sublandlord with such disputesupporting documentation therefor as may be provided by Master Landlord (if any). Subtenant shall be responsible for all after hours HVAC charges (without additional markup by Sublandlord) ordered by Subtenant. Base Rent and Additional Rent are sometimes collectively referred to in this Sublease as “Rent”.

Additional Rent. For the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except Except as otherwise expressly set forth in this Sublease) Paragraph 5, all Additional Rent shall continue to be paid by Tenant to Landlord in accordance with the provisions of the Current Lease. From and 100% after the Extension Commencement Date, Tenant shall no longer be required to pay its share of all such charges resulting Operating Costs or any additional charge for after hours HVAC usage, but shall be required to pay the entire cost of electricity consumption at the Leased Premises. Tenant shall also continue to be responsible for Tenant’s share of Taxes each Operating Year, but only for the amount that exceeds Taxes for calendar year 2011. Accordingly, from Sublessee’s violation of any provision of this Sublease; andand after the Extension Commencement Date: (ci) If applicable Section 6.03 A shall be deleted in its entirety and replaced with the following: A. For each Operating Year, Tenant shall pay to Landlord, in the jurisdiction where manner provided herein, Tenant’s share of Taxes (“Tenant’s Share of Taxes”), which shall be equal to the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxesthe product obtained by multiplying Tenant’s Tax Share times the amount, if any, (excluding income taxes by which Taxes for such Operating Year exceed the Base Taxes; provided, however, that for the Operating Year during which the Term ends, Tenant’s Share of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments Taxes shall be made concurrently prorated based upon the actual number of days of the Term occurring during such Operating Year.” (ii) The term “Tenant’s Share of Operating Costs and Taxes” in each instance that it occurs in the Current Lease shall be replaced with the payment term “Tenant’s Share of the Rent upon which the tax is based Taxes.” (iii) The definition of Base Year, as set forth abovein Section 1.02 G of the Lease, shall mean the calendar year commencing January 1, 2011. (iv) Section 6.03 C of the Lease shall be deleted in its entirety. (v) The fourth (4th) sentence (commencing with “Such after-hours”) and the sixth (6th) sentence (commencing with “Tenant shall pay”) of Section 7.01.D shall be deleted in their entirety. (vi) Tenant shall be responsible for the entire cost of electricity consumed at the Leased Premises. Sublessor Landlord shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights install separate meters (pursuant to Section 4.6 Paragraph 7(a) hereof) for measuring electricity consumption at the Leased Premises. Tenant shall pay the charges for such electricity directly to the appropriate utility company. No base amount, base year or expense stop shall apply with respect to Tenant’s obligation to pay electricity costs. Landlord and Tenant acknowledge that such meters will not be installed as of the Prime Lease Extension Commencement Date. For the period from the Extension Commencement Date until that date the foregoing meters are installed, Tenant shall pay to (a) request documentation evidencing Landlord the accuracy entire cost of electricity consumed at the Leased Premises, based upon Landlord’s calculations actual cost thereof and the readings of Additional Rentthe submeters currently existing for the Leased Premises. Landlord shall have Energy Management Systems, Inc. (“EMS”) read the submeters at least monthly and (b) dispute Landlord or EMS shall notify, at least 24 hours in advance, Tenant by mail, e-mail or telephone of the date and time of such calculations and seek to have them adjustedreading, provided that Sublessee Tenant notifies Landlord in writing of the name, phone number and e-mail address of the person designated to receive such notice. Until Landlord is otherwise so notified, the name, phone number and e-mail address of the person designated to receive such notice is as follows: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇-▇▇▇-▇▇▇▇ (telephone), ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ (Email). Such notice can be in the form of a schedule; provided that Landlord or EMS shall pay Sublessor notify, at least 24 hours in advance, Tenant by mail, e-mail or telephone of any changes to such schedule. Tenant shall reimburse Landlord for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred fee charged by Sublessor EMS in connection with such disputemeter reading. Tenant shall pay Landlord any amounts payable to Landlord pursuant to this Section 5(vi) within fifteen (15) days after Landlord delivers to Tenant an invoice therefor. (vii) Tenant shall enter into annual service contracts with a reputable HVAC maintenance firm for the inspection, maintenance and repair of any supplemental HVAC system serving the Leased Premises, and Tenant shall provide to Landlord such service contract and evidence that it is in full force and effect at Landlord’s request.

Additional Rent. All charges payable by Tenant under this Section 4.01 are called "Additional Rent." The term "rent" shall mean Base Rent and Additional Rent. During each month of the Term of this Lease on the same day that Base Rent is due hereunder, Tenant shall pay to Landlord an amount equal to 1/12th of the Landlord's good faith estimate of the annual Additional Rent. The annual Additional Rent shall include only: (a) Tenant's Pro Rata Share of Real Property Taxes (as defined in Section 4.02(b)); (b) Tenant's Pro Rata Share of Insurance Premiums described in Section 4.04(c); and (c) Tenant's Pro Rata Share of Common Area Expenses (as defined in Section 4.05(e)). As used herein, the term "Tenant's Pro Rata Share" shall mean 33.33% of the foregoing costs which are applicable to the entire Project; provided, however, that (x) if Building One becomes a part of a tax parcel that does not include Building Two, then Tenant's Pro Rata Share of Real Property Taxes shall thereafter mean 60.00%, or (y) if Landlord obtains separate insurance policies for Building One and Building Two, then Tenant's Pro Rata Share of Insurance Premiums under Section 4.04(c) shall thereafter mean 60.00%, and/or (z) if Landlord elects to maintain the Common Areas for Building One and Building Two separately, then Tenant's Pro Rata Share of Common Area Expenses (as defined in Section 4.05(e)) shall thereafter mean 60.00%. For the purposes year beginning December 1, 2004, the Landlord's good faith estimate of this Sublease: the rentable area 1/12 of the Sublet Premises mean 25,697 square feetannual Additional Rent is Eight Thousand Two Hundred Fifty-Eight and 25/100 Dollars ($8,258.25). Tenant authorizes Landlord to use the funds deposited with Landlord under this Section 4.01 to pay such costs and expenses that comprise the Real Property Taxes, which is Insurance Premiums, Common Area Expenses. Within sixty (60) days after the agreed rentable square foot area end of each calendar year of the Sublet Premises; and the rentable area of the Building Lease Term, Landlord shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed deliver to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated Tenant a statement prepared in accordance with ANSI Z65.1-1996generally accepted accounting principles setting forth, as promulgated in reasonable detail, the annual Additional Rent actually incurred by Landlord during the Building Owners and Managers Associationpreceding calendar year. Sublessee If the Tenant's (x) total payments under Section 4.01 are less than (y) the annual Additional Rent actually incurred by Landlord; then Tenant shall pay as the difference to Landlord within ten (10) days after demand. If the Tenant's (x) total escrow payments under Section 4.01 are greater than (y) the annual Additional Rent actually incurred by Landlord; then Landlord shall pay the difference to Tenant within ten (10) days after demand. Landlord may adjust its good faith estimate of the annual Additional Rent at any time based upon Landlord's Initials: ________ ________ experience and reasonable anticipation of costs. Such adjustments shall be effective as of the next rent payment date after notice to Tenant. Tenant acknowledges that Landlord may subdivide the land now comprising the Project, or otherwise separate the ownership of Buildings One and when Sublessor’s payments are due from Sublessor pursuant Two, and if Landlord does so, the term "Project" as used in this Lease shall thereafter refer only to the Prime Lease Sublessee’s Share of: land and Common Areas associated with Building One, whereupon Landlord shall properly segregate (aor otherwise reasonably allocate) the costs of maintaining the Common Areas associated with each such building. In no event shall Tenant be required to pay any increases in charges Common Area costs to the extent such costs relate solely to costs incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 Landlord during or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied related to the Sublet Premises; 100% construction of all charges for services supplied Building Two. Tenant and its agents will have the right to examine and copy Landlord's books and records relating to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% Additional Rent during normal business hours at Landlord's principal place of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant business according to this Subleasesection. Any such payments shall If Tenant's examination reveals that it has overpaid its proportionate share of Real Property Taxes, Insurance Premiums, Common Area Expenses, then the overpayment will be made concurrently with deducted from the payment of next accruing rent payment. If the Rent upon which overpayment exceeds the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received amount that should have been charged by Sublessor from more than $5,000.00, but less than $8,000.00, then Landlord will pay not more than $2,000.00 in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of Tenant's reasonable out-of-pocket expenses (including the reasonable accountants and attorneys fees) costs incurred by Sublessor in connection with such disputethe examination. If the overpayment exceeds the amount that should have been charged by more than $8,000.00, then Landlord will pay not more than $4,000.00 in Tenant's reasonable out-of-pocket costs incurred in connection with the examination. Tenant's sole remedy in the event of an overpayment plus interest will be the offset against its rent. Tenant will not have the right to terminate the Lease on account of an overpayment.

Additional Rent. For In addition to the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feetBasic Rent to be paid by ---------------- Sublessee, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building Sublessee shall mean 114,782 square feetpay to Sublessor, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term Term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1as additional rent (hereinafter "Additional Rent"): A. Ninety-1996, as promulgated by three and 47/100 (93.47%) percent of the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are Landlord's Tax Costs due from Sublessor to Landlord under the Master Lease except that the Base Tax Year shall be the City of Waltham fiscal year beginning July 1, 1995 and ending June 30, 1996. B. Ninety-three and 47/100 (93.47%) percent of the Landlord's Operating Costs due from Sublessor to the Landlord under the Master Lease except that the Base Operating Costs shall be Landlord's Operating Costs for calendar year 1996. C. As Additional Rent, $0.85 (85(cent)) per square foot per year for electricity charges for the Demised Premises. D. All other rent, additional rent, costs, charges and expenses which Sublessor is required to pay to Landlord under the Master Lease with respect to the Demised Premises only. Upon receipt of Landlord's Statement or Landlord's Tax Statement from Landlord pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 provisions of Section 4.2 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Master Lease, provided however Sublessor shall deliver such Statement to Sublessee with a detailed description of Sublessee's share of Additional Rent. Sublessor and Sublessee agree that Sublessee shall pay 100% at the end of all charges payable each fiscal year for electricity Operating Costs, and other utilities supplied to the Sublet Premises; 100% of all charges each Tax Year for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situatedTax Costs, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied an appropriate payment or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments refund shall be made concurrently with the payment of the Rent upon which the tax is based within twenty-five (25) days after Sublessor delivers to Sublessee Landlord's Statement or Landlord's Tax Statement, as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeapplicable.

Additional Rent. For (1) During the purposes of this Sublease: Term, in addition to the rentable area of the Sublet Premises mean 25,697 square feetBase Rent, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building Tenant shall mean 114,782 square feetpay to Landlord as Additional Rent, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996this Paragraph 4, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor(i) Tenant’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (aProportionate Share(s) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxestotal dollar increase, if any, in Operating Expenses (excluding income taxes of Sublessoras defined below) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant attributable to this Sublease. Any such payments shall be made concurrently with the payment each Computation Year (as defined below) over Base Operating Expenses (as defined below), (ii) Tenant’s Proportionate Share(s) of the Rent upon which the tax is based total dollar increase, if any, in Insurance Expenses (as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublesseedefined below) attributable to each Computation Year over Base Insurance Expenses (as defined below), (iii) Tenant’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 Proportionate Share(s) of the Prime Lease total dollar increase, if any, in Utility Expenses (as defined below) attributable to each Computation Year over Base Utility Expenses (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rentas defined below), and (biv) dispute such calculations Tenant’s Proportionate Share(s) of the total dollar increase, if any, in Taxes (as defined below) attributable to each Computation Year over Base Taxes (as defined below). Notwithstanding anything to the contrary contained in this Lease, annual average cumulative increases in Tenant’s Proportionate Share of the foregoing increases, with regard to Controllable Expenses (as defined below), beginning with the first Computation Year following the Base Year shall not exceed five percent (5%) (“Controllable Cap”), subject to the following clarifications: (i) “Controllable Expenses” for purposes hereof shall exclude Utility Expenses, Taxes and seek any Operating Expenses imposed or established by governmental or regulatory authorities, (ii) if Controllable Expenses increase by more than the Controllable Cap in any given year, Landlord may carry over the difference to have them adjustedanother year, provided that Sublessee shall pay Sublessor for so long as Controllable Expenses billed to Tenant never increase by more than the Controllable Cap on an annual average cumulative basis over the then applicable Term, and (iii) if Controllable Expenses increase by less than the Controllable Cap in any and all out given year, Landlord may carry over the unused portion of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeControllable Cap to another year, so long as Controllable Expenses billed to Tenant never increase more than the Controllable Cap on an annual average cumulative basis over the Term.

Additional Rent. For the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant Notwithstanding anything to the Prime Lease Sublessee’s Share of: contrary contained in the Lease, in addition to Tenant's responsibility to pay Tenant's pro-rata share of (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and Excess Real Estate Taxes (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable defined in the jurisdiction where Lease) over the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with Real Estate Taxes paid during the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights Base Year pursuant to Section 4.6 3.03(c) of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional RentLease, and (b) dispute such calculations Excess Operating Costs (as defined in the Lease) over the Operating Costs paid during the Base Year pursuant to Section 3.03(a) of the Lease, commencing on the first anniversary of the Lower Level Expansion Space Commencement Date, and seek to have them adjustedcontinuing thereafter throughout the Lease Term, provided that Sublessee Tenant shall pay Sublessor to Landlord as additional rent and otherwise in accordance with the terms and conditions contained in Section 3.03 of the Lease, Tenant's pro rata share with respect to the Lower Level Expansion Space of all (i) increases in Real Estate Taxes to the extent the same exceed the Real Estate Taxes for any the 2001 calendar year (the "LOWER LEVEL BASE YEAR"), which for purposes of the Lease, shall be deemed to be included within the term "Excess Real Estate Taxes," and (b) increases in Operating Costs to the extent the same exceed the Operating Costs for the Lower Level Base Year, which for purposes of the Lease, shall be deemed to be included within the term "Excess Operating Costs." For purposes hereof, Tenant's pro rata share with respect to the Lower Level Expansion Space (the "EXPANSION PRO RATA SHARE") shall be eight and ninety-three hundredths of one percent (8.93%) of all out such Real Estate Taxes and Operating Costs incurred in excess of pocket expenses those incurred for the Lower Level Base Year.. Effective as of the Lower Level Expansion Space Commencement Date, Section 3.03 (including b)(vii) of the reasonable accountants Lease shall be amended to insert the words, "except to the extent paid directly by Tenant for the Lower Level Expansion Space," following the words, "utility charges and attorneys fees) incurred by Sublessor in connection with such disputeother costs of lighting, heating and cooling the Project."

Additional Rent. For Subtenant shall also be responsible for payment of (i) the purposes costs of this Sublease: any work orders requested by Subtenant, (ii) the rentable area costs of any after-hours HVAC service requested by Subtenant, (iii) any charges that may be incurred by Subtenant while performing Subtenant’s obligations hereunder, and (iv) commencing with the thirteenth (13th) full calendar month of the Sublet Premises mean 25,697 square feetTerm, which is any increase in the agreed rentable square foot area of Excess Expenses (as defined in the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained CIT Lease) payable by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor Sublandlord under the Prime CIT Lease shall be increased or decreased during above the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated Excess Expenses payable by Sublandlord under the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime CIT Lease for the calendar year ending December 31Base Year (defined below) (collectively, 2006; and (b) such charges, and any increases in charges incurred by Sublessor pursuant other costs or expenses payable from Subtenant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee Sublandlord pursuant to this Sublease. Any such payments , shall be made concurrently with referred to herein as “Additional Rent”). Sublandlord will promptly send to Subtenant related invoices or other evidence of Additional Rent payments. Within fifteen (15) days of receipt of any invoices or other evidence of payments, Subtenant shall reimburse Sublandlord for any Additional Rent. The “Base Year” shall be the payment 2021 calendar year. At the request of the Rent upon which the tax is based as set forth above. Sublessor Subtenant, Sublandlord shall provide Sublessee Subtenant with copies of all documentation received by Sublessor from Landlord documents relevant to the determination of Operating Expenses for the Subleased Premises for any dispute as provided in support Section 3.02 of calculations the CIT Lease, as between Sublandlord and Subtenant, provided such dispute is not a basis for withholding payment of Additional Rent payable by Sublessee under this Subleasesame. At Sublessee’s written requestProvided that Subtenant is current in its payment of Operating Expenses, Sublessor shall Subtenant may require that Sublandlord exercise its rights pursuant right to Section 4.6 audit the books and records of the Prime Lease to (a) request documentation evidencing Landlord as set forth in Section 3.02 of the accuracy of Landlord’s calculations of Additional RentCIT Lease, and (b) dispute any such calculations audit shall be at Subtenant’s sole cost and seek expense; provided, however, to have them adjustedthe extent that such audit results in recovery of Operating Expenses, provided that Sublessee the cost of such review shall pay Sublessor for be deducted from such recovery and Sublandlord and Subtenant shall each receive half of any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeremaining recovered funds.

Additional Rent. For (1) Beginning with the purposes payment of this Sublease: Fixed Rent due for the rentable area 13th full calendar month of the Sublet Premises mean 25,697 Term, Sublessee shall pay to Sublessor, as Additional Rent, Sublessee's Proportionate Share, as hereinafter defined, of such amounts as Sublessor from time to time gives notice to Sublessee that Sublessor is obligated to pay to Landlord in respect of Operating Costs, including estimated payments thereof, under and pursuant to Section 4.2 of the Lease, but only to the extent such payments on an annualized basis, exceed, or are reasonably estimated by Sublessor to exceed, $9.50 per rentable square feetfeet per year. Sublessee shall be entitled to Sublessee's Proportionate Share of any credit or refund as and when received by Sublessor, and shall pay Sublessee's Proportionate Share of any additional payment request to be made by Sublessor for Operating Costs in excess of $9.50 per rentable square feet per year as a result of the final determination of Operating Costs for any calendar year as Section 4.2 of the Lease provided. Sublessee's Proportionate share shall be a fraction, the numerator of which is the agreed rentable square foot area of feet in the Sublet Premises; Subleased Premises and the rentable area denominator of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of feet in the Building; , currently 50,345/201,378 or 25%. (2) All amounts payable by Sublessee to Sublessor pursuant to this Sublease, including, without limitation, Fixed Rent and “Sublessee’s Share” Additional Rent, shall be deemed to mean 22.39%be and shall constitute rent for all purposes hereunder and, which is the agreed percentage obtained by dividing 25,697 by 114,782. In in the event that of any non-payment thereof, Sublessor shall have all of the rentable square foot area leased by rights and remedies provided herein (including, without limitation, those rights and remedies set forth in Section 10 hereof), at law or in equity for non-payment of rent. The obligation of Sublessee to pay all amounts to Sublessor of Fixed Rent and Additional Rent due hereunder and under the Prime Lease shall be increased or decreased arising during the term of this the Sublease, Sublessee’s Share as incorporated herein and as modified hereby, shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by survive the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 Expiration Date or earlier termination of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute.this

Additional Rent. For Tenant shall continue to pay Tenant’s Pro Rata Share of Operating Expenses and Real Estate Taxes in accordance with the terms of the Lease, except that during the Expansion Term, Tenant shall pay for janitorial services and utilities for the Added Premises in the same manner as Tenant pays for janitorial services and utilities for the Existing Premises, as detailed in Section 2 of the Second Amendment; provided, however, if any utility is not separately metered for the Added Premises, then Tenant shall pay Tenant’s Pro Rata Share of the cost of such utility to Landlord without any deduction or offset for Landlord’s cost for such utility with respect to the Base Year, it being the intent of the parties that Tenant will pay for such utilities for the Added Premises on a “triple net” basis. Accordingly, janitorial services and Building utilities (to the extent Tenant paid for such utilities under this Section 1(b)) shall be excluded from Operating Expenses for the Base Year and subsequent calendar years of the Lease Term for purposes of this Sublease: the rentable area determining escalations under Section 6.2 of the Sublet Premises mean 25,697 square feetOriginal Lease. Commencing on the Expansion Commencement Date and continuing through the Expansion Expiration Date, which is payments of Tenant’s Pro Rata Share of Operating Expenses and Real Estate Taxes shall be determined and paid at the agreed rentable square foot area times and in the manner set forth in Section 6.2 of the Sublet PremisesOriginal Lease; and provided that with respect to the rentable area of Added Premises only (i) the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” Base Year shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee2018 and (ii) Tenant’s Pro Rata Share shall be recalculated in accordance with ANSI Z65.1-199646.39% (i.e., as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute51,810/111,682).

Additional Rent. For the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall All monies other than Base Rent required to be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased paid by Sublessor under the Prime Master Lease as to the Subleased Premises, including, without limitation, any amounts payable by Sublessor to Master Lessor as “Direct Expenses” (as defined in Section 4.2.2 of the Master Lease), shall be increased paid by Sublessee hereunder as and when such amounts are due under the Master Lease, as incorporated herein. Sublessee shall also pay to Sublessor its pro rata share based on the square footage of the Subleased Premises to the square footage of the Premises (31,157/109,237) (“Pro Rata Share”), within thirty (30) days of request by Sublessor (but no earlier than the due date under the Master Lease), of the cost of utilities (to the extent that such utilities are not separately metered or decreased during sub-metered to the term Subleased Premises, in which case Sublessee shall pay only the separately metered or sub-metered amounts), under Section 6.2 of this Subleasethe Master Lease, as incorporated herein. Sublessee shall also pay to Sublessor, within thirty (30) days of request by Sublessor, Sublessee’s Pro Rata Share of Sublessor’s actual out-of-pocket costs of performing any repairs or maintenance or providing other services that benefit the Subleased Premises or Shared Areas (such as maintenance of any systems therein and providing janitorial service and utilities to the shared lobby), and shall pay the entire cost of such amounts to the extent supplied solely or disproportionately to Sublessee or due to the misuse or excess use or negligence, willful misconduct or violation of this Sublease by Sublessee or its agent, employee or contractor. For the avoidance of doubt, Sublessee shall be recalculated responsible for the entire cost of operating the air handlers serving the labs in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers AssociationSubleased Premises. Sublessee shall also pay as any gross receipts or rent tax payable with respect to this Sublease and all costs directly incurred by or at the request of Sublessee with respect to its use of the Subleased Premises or Shared Areas. All such amounts shall be deemed additional rent (“Additional Rent”). Base Rent and Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments hereinafter collectively shall be made concurrently with the payment of the Rent upon which the tax is based referred to as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional “Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute”.

Additional Rent. For Commencing on the purposes of this Subleaseearlier of: (i) the rentable area of Delivery Date for each Building or (ii) the Sublet Premises mean 25,697 square feetCommencement Date for the applicable Building, which is Subtenant shall pay to Sublandlord, as additional rent (“Additional Rent”), all Additional Charges (as defined in the agreed rentable square foot area of the Sublet Premises; Prime Lease), including but not limited to Real Estate Taxes, Expenses, and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained all other such amounts payable by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor Sublandlord under the Prime Lease allocable to such Building, and, following the Building 20 and 21 Commencement Date for the entire Demised Premises (excluding Specific Default Charges). As used herein, “Specific Default Charges” shall be increased mean, to the extent not caused in whole or decreased during in part by Subtenant’s default hereunder, any amounts resulting solely from a default by Sublandlord under the term Prime Lease and identified in a notice of this Subleasedefault delivered by Prime Landlord to Sublandlord, Sublessee’s Share which amounts may include, without limitation, any late fees or interest payable by Sublandlord pursuant to Section 4(e) of the Prime Lease. Without limiting the generality of the foregoing, Subtenant shall be recalculated in accordance with ANSI Z65.1-1996pay to Sublandlord, as promulgated Additional Rent, all charges for (i) alterations (excluding charges for alterations made by Sublandlord prior to the Building Owners date hereof), (ii) all amounts payable to by Subtenant pursuant to Section 2(c) of the Work Letter Agreement attached as Exhibit B hereto, (iii) any additional services provided to the Demised Premises or otherwise in connection with the Prime Lease, including, without limitation, charges and Managers Associationfees for after-hours heating and air conditioning services, if any, and (iv) all costs for electricity consumed at the Demised Premises. Sublessee Sublandlord shall pay as Additional Rent as provide Subtenant with copies of all relevant statements and when Sublessor’s payments are due from Sublessor bills received by Sublandlord pursuant to the applicable provisions of the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor Lease. Subtenant shall pay one-twelfth of the annual Expenses and Real Property Taxes, as defined and estimated pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant Lease, to Article 4 Sublandlord together with each monthly payment of the Prime Lease for the calendar year ending December 31, 2006; and (bBase Rent subject to annual reconciliation in accordance with Section 4(c)(3) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease. Notwithstanding the foregoing, provided however that Sublessee if the Prime Lease requires Sublandlord to pay Expenses or Real Estate Taxes other than on a monthly basis based on estimates of such costs, Subtenant shall make payments of each element of Expenses or Real Estate Taxes on the later of (i) two (2) business days prior to the date on which Sublandlord is obligated to pay the applicable sum under the Prime Lease (only if the applicable element of Expenses and/or Real Estate Taxes is payable by Sublandlord under the Prime Lease), or (ii) twenty (20) business days after receipt of a statement from Sublandlord setting forth the amount of Real Estate Taxes and/or Expenses due. Subtenant shall pay 100% all other Additional Rent within twenty (20) business days after receipt of all charges payable for electricity and other utilities supplied an invoice therefore from Sublandlord. Subtenant’s obligation to pay Additional Rent shall survive the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision expiration or earlier termination of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute.

Additional Rent. (a) Commencing on the Commencement Date, Subtenant shall pay, in addition to Base Rent, its Proportionate Share (as hereinafter defined) of the (a) Operating Costs (as defined in the Prime Lease) which are in excess of the Operating Costs in the OPERATING COST BASE YEAR ("grossed up" to reflect Operating Costs for a fully occupied Building), and (b) Taxes (as defined in the Prime Lease) which are in excess of the Taxes in the TAX BASE YEAR (both of which payments, in addition to those payments set forth in Section 7(b) and any other amounts due hereunder, are referred to as "ADDITIONAL RENT"). For the purposes of this Sublease: calculating such excess amounts, the rentable area term "Operating Cost Base Year" shall be calendar year 2004, and "Tax Base Year" shall be fiscal tax year 2005 (July 1, 2004 - June 30, 2005). Sublandlord shall provide Subtenant with copies of any appropriate backup provided by Prime Landlord setting forth the amount of said Operating Expenses and Taxes. Subtenant shall have the right to exercise Sublandlord's audit rights pursuant to Article 9.3(b) of the Sublet Premises mean 25,697 square feet, which is Prime Lease with respect to the agreed rentable square foot area Demised Premises; provided that Sublandlord shall have no obligation to conduct any independent audit. All payments due by Subtenant under this Section 7(a) shall be made on the same day as comparable payments are due by Sublandlord under the Prime Lease. Any disputes between Sublessor and Subtenant concerning the Additional Rent shall not be subject to arbitration unless both parties agree otherwise in writing. Subtenant's obligations hereunder and Sublandlord's obligations concerning any overpayment of Additional Rent by Subtenant shall survive the expiration of the Sublet Premises; and Sublease. Subtenant's Proportionate Share with respect to the rentable area Demised Premises shall be equal to the Rentable Area set forth in paragraph 1 of this Agreement of Sublease, divided by 77,666 square feet (provided, however, that if less than 95% of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained occupied by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased tenants at any time during the term of this Sublease, Sublessee’s Share then the cleaning charges for such period shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated extrapolated by Sublandlord to the estimated cleaning charges that would have been incurred if the Building Owners had been at least 95% occupied by tenants; and Managers Association. Sublessee such extrapolated amount shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant for the purposes hereof be deemed to be the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 amount of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all cleaning charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeperiod).

Additional Rent. For In addition to Base Rent, Subtenant also shall pay to Sublandlord, (a) Subtenant's proportionate share of Tenant's Proportionate Share of Basic Operating Costs (as such terms are defined in the purposes of this Sublease: the rentable area Basic Lease Information and in Section 7 of the Sublet Master Lease), (b) all other costs payable by Sublandlord with respect to the Sublease Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during Master Lease, except penalties, interest and other costs and fees arising from a default by Sublandlord under the term of this SubleaseMaster Lease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996and (c) any costs and expenses applicable to the Sublease Premises which are paid directly by Sublandlord, as promulgated by the Building Owners if any, including, but not limited to, utilities, personal property taxes and Managers Associationreal property taxes (collectively, "Additional Rent"). Sublessee Subtenant shall pay as Additional Subtenant's share of Basic Operating Costs and any Rent Increase as and when Sublessor’s such payments are due from Sublessor Sublandlord pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Master Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied but at least five (5) business days prior to the Sublet Premises; 100% date Sublandlord must pay such amounts to Master Landlord. Within ten (10) days of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting receipt by Sublandlord from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situatedMaster Landlord, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor Sublandlord shall provide Sublessee with to Subtenant copies of all documentation received by Sublessor from Landlord in support of calculations notices relating to Estimated Basic Operating Costs and Basic Operating Cost Adjustments applicable to the Sublease Premises. Subtenant shall pay items of Additional Rent payable other than Basic Operating costs within ten (10) days after receipt of written demand from Sublandlord, which demand shall be accompanied by Sublessee under this Subleaseany invoice or statement that Sublandlord received from Master Landlord relating thereto. At Sublessee’s written requestPromptly upon receipt from Master Landlord, Sublessor Sublandlord shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations provide Subtenant with an estimate of Additional RentRent for the year 2003, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for together with any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred notices received by Sublessor in connection Sublandlord from Master Landlord with such disputerespect thereto.

Additional Rent. For Notwithstanding anything to the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of contrary contained in this Sublease, Sublessee’s Share for the first two months of the Term, Subtenant shall pay an amount equal to $16,321.50 ($.65 per rentable square foot) per month for its share of Operating Expenses and $16,321.50 ($.65 per rentable square foot) per month for its share of Utilities (defined below). Thereafter during the Sublease Term, if Sublandlord shall be recalculated in accordance with ANSI Z65.1-1996charged for additional rent or other sums pursuant to any of the provisions of the Master Lease, including, without limitation, “Operating Expenses”, as promulgated defined in Section 7.2 of the Master Lease, and taxes, as set forth in Section 6 of the Master Lease, as each is incorporated herein by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant reference, to the Prime Lease Sublessee’s Share of: (a) any increases extent such Operating Expenses and/or taxes are in charges incurred by Sublessor pursuant to Article 4 excess of the Prime Lease over same charged to Sublandlord in Calendar Year 2011 (the “Base Year”), but excepting those sums incurred by Sublessor pursuant to Article 4 Sublandlord as a result of Sublandlord’s breach of the Prime Lease Master Lease, Subtenant shall pay, as “Additional Rent,” 100% of such additional rent or sums that relate to the Subleased Premises during the Sublease Term, and if the same cannot be so allocated then thirty-six percent (36%) of those charges that relate generally to Building 170 (excluding the vivarium located on the first floor) or 21.1% of those charges that relate generally to the Master Premises (as applicable, “Subtenant’s Share”). Subtenant’s Share of the foregoing increase in Operating Expenses or taxes shall be paid within thirty (30) days after delivery to Subtenant of a copy of Master Landlord’s final accounting of the same for the calendar year ending December 31applicable Lease Year, 2006; and (b) any increases as set forth in charges incurred by Sublessor pursuant to provisions Section 7.4 of the Prime Lease Master Lease. If Subtenant shall procure any additional services from Master Landlord, or if additional rent or other than Article 3 or 4 of the Prime Leasesums are incurred for Subtenant’s sole benefit, provided however that Sublessee Subtenant shall pay 100% of all the cost thereof and shall, within thirty (30) days of demand therefor, make such payment to Sublandlord or Master Landlord, as Sublandlord shall direct, and such charges shall not be pro rated between Sublandlord and Subtenant. Any other rent or other sums payable for electricity by Subtenant under this Sublease shall constitute and other utilities supplied be due as Additional Rent. All Additional Rent that is payable to Sublandlord shall be paid at the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (time and place that Base Rent is paid, except as otherwise set forth provided in this Sublease) and 100% of all such charges resulting from Sublessee’s violation Sublease or instructed by Sublandlord in writing. Sublandlord will have the same remedies for a default in the payment of any provision of this Sublease; and (c) If applicable Additional Rent as for a default in the jurisdiction where the Sublet Premises payment of Base Rent. Together, Base Rent, Additional Rent and any other sums due hereunder from Subtenant are situated, Sublessee sometimes referred to in this Sublease as “Rent”. Subtenant shall pay and be liable for entitled to all rental, sales, use and other similar taxescredits, if any, (excluding income taxes given by Master Landlord to Sublandlord for Sublandlord’s overpayment of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to such amounts. To the extent that the Master Lease, as of the date of this Sublease. Any such payments shall be made concurrently with , requires the payment of Master Landlord to ▇▇▇▇▇ Rent at any time during the Master Lease, Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor Sublease shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute▇▇▇▇▇ proportionally.

Additional Rent. For On and after the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feetFull Delivery Date, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building Subtenant shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed continue to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996pay to Sublandlord, as promulgated additional rent, an amount equal to (i) all amounts payable by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor Sublandlord pursuant to the Prime Lease Sublessee’s Share of: with respect to (a) any increases that certain Declaration of Covenants, Easements and Restrictions (Protective Covenants) dated September 24, 1997, and recorded among the Land Records of M▇▇▇▇▇▇▇▇▇ County, Maryland in charges incurred by Sublessor pursuant to Article 4 Liber 15181 at folio 74 (the “Protective Covenants”) a copy of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31which is attached hereto and made a part hereof as Exhibit E, 2006; and (b) any increases that certain Declaration of Covenants, Conditions, Easement and Restrictions for The J▇▇▇▇ H▇▇▇▇▇▇ University Belward Research Campus dated September 24, 1997, and recorded among the Land Records of M▇▇▇▇▇▇▇▇▇ County, Maryland in charges incurred Liber 15181 at folio 84 (the “Declaration”) a copy of which is attached hereto and made a part hereof as Exhibit F, and (c) that certain Easement Agreement dated February 28, 2001, and recorded among the Land Records of M▇▇▇▇▇▇▇▇▇ County, Maryland in Liber 18918 at folio 448 (the “Easement Agreement”), a copy of which is attached hereto and made a part hereof as Exhibit G, and (ii) all amounts (other than base annual rental due under the Prime Lease) payable by Sublessor Sublandlord (as tenant) pursuant to provisions of the Prime Lease other than Article 3 or 4 Lease, including, but not limited to, Taxes (as defined in Section 6 of the Prime Lease) (individually and collectively “Additional Rent”). If any such amounts are payable by Sublandlord on a monthly basis, provided however that Sublessee Subtenant shall likewise pay 100% to Sublandlord such Additional Rent (upon presentation of all charges payable an invoice for electricity same or delivery of notice of such recurring charges), on a monthly basis, in addition to and other utilities supplied to on the Sublet Premises; 100% same dates as the monthly installments of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this SubleaseBase Rent. Any such payments Additional Rent not paid monthly shall be made concurrently with the payment payable by Subtenant to Sublandlord within ten (10) days after receipt of the Rent upon which the tax is based as set forth abovea b▇▇▇ therefor from Sublandlord. Sublessor Sublandlord shall provide Sublessee furnish Subtenant with copies of all documentation statements received by Sublessor from the Prime Landlord together with a calculation showing the amount due from Subtenant. To the extent that Subtenant has in support fact paid to or for the benefit of calculations Sublandlord those items of Additional Rent payable by Sublessee which are due under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease Lease, Subtenant shall not be required to (a) request documentation evidencing the accuracy of Landlord’s calculations pay such items of Additional Rent, and (b) dispute such calculations and seek Rent to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputePrime Landlord.

Additional Rent. For In addition to paying the purposes Base Rent due hereunder, Sublessee shall pay to Sublessor, as Additional Rent, its proportionate share of this Sublease: the rentable area any escalations for increases in Operating Expenses (as such term is defined in Section 2.02 of the Sublet Premises mean 25,697 Prime Lease), when and as such Operating Expenses are billed to Sublessor (as tenant) from Prime Lessor under the Prime Lease, said amount is currently $6.21 per rentable square feetfoot. In addition, any and all other charges imposed on Sublessor (as tenant) under the Prime Lease shall be borne by Sublessee on the same terms and conditions as provided for in the Prime Lease and likewise shall be paid to Sublessor when and as such charges are billed to Sublessor (as tenant) under the Prime Lease. Sublessee shall make any and all such payments directly to Sublessor at the address stated in Section 5.05 hereof or such other persons as the Sublessor may from time to time direct. For purposes hereof, Sublessee's proportionate share of Operating Expenses shall be determined by multiplying Operating Expenses by a fraction, the numerator of which is the agreed number of rentable square foot area feet of the Sublet Premises; Subleased Premises and the rentable area denominator of the Building shall mean 114,782 square feet, which is the agreed number of rentable square foot area feet of the Building; and “Premises as follows: Sublessee’s Share” shall be deemed to mean 22.39's proportionate share is approximately 34.26% (36,246rsf/105,790rsf=34.26%, which is the agreed percentage obtained by dividing 25,697 by 114,782). In the event that the rentable square foot area leased by Prime Lessor invoices the Sublessor under on a monthly basis for the Prime Lease estimated Operating Expenses, Sublessor shall be increased or decreased during then invoice Sublessee on a monthly basis for the term of this Subleaseestimated Operating Expenses, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 Section 2.02 of the Prime Lease, provided however that . Sublessee shall have fifteen (15) days to pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment Sublessor after receipt of the Rent upon which written invoice. Within six (6) months following the tax is based as set forth above. close of each calendar year and following receipt of the documentation from the Prime Lessor, Sublessor shall provide Sublessee with copies of an accounting showing in reasonable detail all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 computation of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided operating expenses for that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeyear.

Additional Rent. For Additional Rent", which is all amounts, other than Base Rent, payable by Tenant under this Sublease, and includes, without limitation, the purposes Tenant's Operating Expense Contribution and Tenant's Tax Contribution properly allocable to the Subleased Premises (based on Tenant's Proportionate Share and Landlord's Proportionate Share) and calculated pursuant and subject to Article 7 of the Prime Lease (including without limitation, taking into consideration as appropriate an adjustment in accordance with the provisions of Section 7.2.5 with respect to the Subleased Premises and the balance of the Prime Lease Premises), and Tenant's rental obligations under Section 17 of this Sublease: the rentable area . Landlord shall provide Tenant with copies of the Sublet Premises mean 25,697 square feetall statements, which is the agreed rentable square foot area estimates, invoices, notices, reports and studies provided by Prime Landlord pursuant to Article 7 of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease or otherwise relating to Operating Expenses within five (5) days after receipt thereof, provided that failure to provide any thereof shall be increased not permanently excuse Tenant from payment of any Additional Rent. Tenant shall pay to Landlord without demand, setoff, or decreased during the term of counterclaim, except as otherwise expressly provided in this Sublease, Sublessee’s Share estimates of Tenant's Operating Expense Contribution so allocable to the Subleased Premises monthly in the same manner and at the times required to be paid by Landlord to Prime Landlord pursuant to Section 7.3.2 of the Prime Lease, and shall pay to Landlord Tenant's Tax Contribution in the same manner and at the times required to be [ILLEGIBLE] by Landlord to Prime Landlord pursuant to Section 7.6 of the Prime Lease. With [ILLEGIBLE] the generality of the foregoing, the parties shall promptly make such appropriate adjustments in the Additional Rent payable under this Sublease as shall be recalculated necessary from time to time to reflect any adjustment in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments any amounts which are due payable from Sublessor time to time pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant and which have a corresponding obligation under this Sublease for Tenant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written requestwith respect thereto, Sublessor shall exercise its rights pursuant including, without limitation, with respect to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeTenant's Operating Expense Contribution or Tenant's Tax Contribution.

Additional Rent. (a) Subtenant shall pay, in addition to Base Rent, its Proportionate Share (as hereinafter defined) of the (a) Operating Costs (as defined in the Prime Lease) which are in excess of the Operating Costs in the Operating Cost Base Year, and (b) Taxes (as defined in the Prime Lease) which are in excess of the Taxes in the Tax Base Year (both of which payments, in addition to those payments set forth in Section 7(b) and any other amounts due hereunder, are referred to as "ADDITIONAL RENT"). For the purposes of this Sublease: calculating such excess amounts, the rentable area term "Operating Cost Base Year" shall be calendar year 2005 and "Tax Base Year" shall be fiscal tax year 2005; Operating Costs shall be appropriately adjusted to 95% occupancy when establishing the Base Year. At the time that Sublandlord notifies Subtenant of the Sublet Premises mean 25,697 square feetamount of Additional Rent, which is Sublandlord shall provide Subtenant with copies of any appropriate supporting documentation provided by Prime Landlord setting forth the agreed rentable square foot area amount said excess Operating Expenses and Taxes. Subtenant shall have the right to exercise Sublandlord's audit rights pursuant to Article 9.3(b) of the Sublet Prime Lease with respect to the Demised Premises; and provided that Sublandlord shall have no obligation to conduct any independent audit. All payments due by Subtenant under this Section 7(a) shall be made on the rentable area same day as comparable payments are due by Sublandlord under the Prime Lease. Subtenant's obligations hereunder shall survive the expiration of the Sublease. Subtenant's Proportionate Share with respect to the Demised Premises shall be equal to the Rentable Area set forth in paragraph 1 of this Agreement of Sublease, divided by 74,426 square feet (provided, however, that if less than 95% of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained occupied by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased tenants at any time during the term of this SubleaseSublease (including during the Operating Cost BaseYear), Sublessee’s Share then the cleaning charges for such period shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated extrapolated by Sublandlord to the estimated cleaning charges that would have been incurred if the Building Owners had been at least 95% occupied by tenants; and Managers Association. Sublessee such extrapolated amount shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant for the purposes hereof be deemed to be the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 amount of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease cleaning charges for the calendar year ending December 31, 2006; andsuch period). (b) Subtenant shall also pay as Additional Rent, commencing on the Commencement Date, one hundred percent (100%) of all electricity charges with respect to the Building, and one hundred percent (100%) of any increases in other utility charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of extent required under the Prime Lease, provided however that Sublessee . Subtenant shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting within thirty (30) days of receipt of billing from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeSublandlord.

Additional Rent. For the purposes of this Sublease: the rentable area Subtenant agrees to pay Sublandlord of the Sublet Premises mean 25,697 square feetfollowing amounts (collectively, which is the agreed rentable square foot area “Additional Rent”): (i) Subtenant’s SBA Share of the Sublet PremisesShared Building Area Costs allocable to each calendar year during the Term, prorated for any calendar year falling partially within the Term; (ii) Subtenant’s POC Share of the Project Operating Costs allocable to each calendar year during the Term, prorated for any calendar year falling partially within the Term; and the rentable area (iii) Subtenant’s PIT Share of the Building Project Insurance Costs and Project Property Taxes allocable to each calendar year during the Term, prorated for any calendar year falling partially within the Term, subject to Section 5(f). Subtenant shall mean 114,782 square feet, which is the agreed rentable square foot area pay one-twelfth (1/12th) of Sublandlord’s reasonable estimate of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as for each calendar year on or before the first (1st) day of each month during such calendar year. Following the end of each calendar year within the Term, Sublandlord shall furnish Subtenant with a final statement (the “Expense Statement”) showing the Shared Building Area Costs, Project Operating Costs, Project Insurance Costs and when Sublessor’s payments are due from Sublessor pursuant Project Property Taxes during such year and calculating the Additional Rent for such year. Notwithstanding anything to the Prime Lease Sublessee’s Share of: contrary contained herein, if Sublandlord fails to charge Subtenant for any amount that may be included in Shared Building Area Costs, Project Operating Costs, Project Insurance Costs or Project Property Taxes within one (a1) any increases in charges incurred by Sublessor pursuant to Article 4 year after the end of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31in which Sublandlord paid such amount, 2006; and (b) any increases in charges incurred then Sublandlord shall cease to have the right to charge Subtenant for its share of such amount under this Section 4(b). If the estimated payments made by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee Subtenant pursuant to this Subleasesection are not sufficient to cover the actual amount of the Additional Rent for any calendar year, then Subtenant shall pay Sublandlord the deficiency within thirty (30) days after Subtenant’s receipt of the Expense Statement for such year. Any such If the estimated payments made by Subtenant pursuant to this section exceed the actual amount of the Additional Rent for any calendar year, then the excess shall be made concurrently with credited against the payment Rent next coming due after Subtenant’s receipt of the Rent upon which Expense Statement for such year; provided, any such excess existing at the tax end of the Term shall be refunded to Subtenant within thirty (30) days thereafter, except if Subtenant is based as set forth abovein default hereunder, Sublandlord shall not be required to refund such excess until the default is cured by Subtenant. Sublessor shall provide Sublessee with copies Within one hundred eighty (180) days after its receipt of all documentation received by Sublessor from Landlord in support of calculations of any Expense Statement, Subtenant or its authorized representatives may review Sublandlord’s records related to the Additional Rent payable by Sublessee detailed in such Expense Statement; provided such review shall be conducted at Sublandlord’s offices during normal business hours and Subtenant shall schedule such review at a time reasonably acceptable to Sublandlord. If any such review reveals that Subtenant has paid Sublandlord more than the Additional Rent for any year due under this Sublease. At Sublessee’s written requestsection (an “Expense Overpayment”), Sublessor then (i) Subtenant shall exercise its rights pursuant to Section 4.6 notify Sublandlord, in writing, of the Prime Lease Expense Overpayment within thirty (30) days after its completion of such review, and (ii) Sublandlord shall promptly refund the Expense Overpayment to Subtenant following its receipt of written notice thereof, excluding any amount that Sublandlord disputes. If any such review reveals an underpayment of the Additional Rent owed by Subtenant under this section for any year (aan “Expense Underpayment”), then Subtenant shall pay to Sublandlord the Expense Underpayment within thirty (30) request documentation evidencing days after completion of such review. If Subtenant engages a third party to review any of Sublandlord’s records related to the accuracy of Landlord’s calculations of Additional Rent, such third party must execute a confidentiality agreement, in form and substance reasonably acceptable to Sublandlord, prior to conducting any such review. Should Sublandlord reasonably dispute the results of any such review, the parties shall work in good faith to resolve such dispute for a period of thirty (b30) dispute days. Subtenant shall not use any person or entity to inspect, review or audit Sublandlord’s records related to Additional Rent whose fee is based, in whole or in part, on the results of such calculations and seek inspection, review or audit. Notwithstanding anything to the contrary contained herein, if Subtenant does not review Sublandlord’s records related to any Additional Rent within the one hundred eighty (180) day period provided under this section or Subtenant does not notify Sublandlord, in writing, of an Expense Overpayment within the period required under this section, then Subtenant shall cease to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out right to review such records or receive a refund of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeExpense Overpayment.

Additional Rent. For the purposes of this Sublease: the rentable area 8.1. Subtenant shall be responsible for its pro-rata share of the Sublet Premises mean 25,697 total actual electricity charges for the total Sublandlord premises (being 25,425 rentable square feet, which is the agreed rentable square foot area ). Such pro- rata share of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall electricity charges will be deemed to mean 22.39%be “Additional Rent”. Commencing on the Commencement Date and continuing thereafter throughout the Term, which is Subtenant shall pay Sublandlord its pro-rata share of the agreed percentage obtained total electricity charged to the Sublandlord by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor Prime Landlord under the Prime Lease Lease. Subtenant’s pro-rata share of the electricity charges is agreed to be 29.1%, being the quotient of the total rentable square feet of the sublet Premises (7,388 RSF) divided by the total rentable square feet of the Sublandlord premises (25,425 RSF). The method of calculating Sublandlord’s electricity payment is set forth in Section 2.8 of the Prime Lease. Subtenant shall be increased or decreased during pay Sublandlord its pro-rata share of the term total actual electricity charges for the total Sublandlord premises on a monthly basis, on the first (1st) day of this Subleaseeach month of the Term, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1Section 7, above. Such monthly electricity payments shall be the estimated monthly pro-1996rata share of Sublandlord’s total electricity payment for the total Sublandlord Premises, as promulgated reasonably estimated by the Building Owners Sublandlord. Sublandlord will provide Subtenant with such estimated monthly electricity charges prior to the Commencement Date. No later than one- hundred and Managers Associationtwenty (120) day after the end of each calendar year falling within the Term, Sublandlord shall render Subtenant a statement in reasonable detail showing the actual total pro- rated electricity charges for the sublet Premises for the preceding calendar year. Sublessee Said statement shall also show for such period the amounts already paid by Subtenant on account of the estimated monthly payments and the total amount remaining due from, or overpaid by, Subtenant for the period covered by such statement. If such statement shows a remaining balance due to the Sublandlord, Subtenant shall pay the same to Sublandlord before the thirtieth (30th) day following receipt by Tenant of said statement. For any amounts overpaid by Subtenant, such amounts will be credited against the Annualized Rent (set forth in Section 1.10 hereof) next due, or refunded to Subtenant if the Term has then expired and Subtenant has no further obligation to the Sublandlord. 8.2. Sublandlord shall remain responsible for the payment of any additional rent as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to outlined in the Prime Lease Sublessee’s Share of: (a) and notwithstanding anything to the contrary in this Sublease or the Prime Lease, Subtenant shall not be required to make any increases in charges incurred by Sublessor pursuant to Article 4 payment of the additional rent as outlined in the Prime Lease over sums incurred by Sublessor pursuant to Article 4 Lease, it being understood that Subtenant’s payment of the Basic Rent includes all taxes, operating expenses, utilities (except electricity), cleaning and other costs for services that may be payable under the Prime Lease for the calendar year ending December 31Premises that are not specifically payable by Subtenant to Sublandlord as provided herein, 2006; and (b) any increases in charges incurred by Sublessor pursuant , accordingly, shall not be passed through to provisions Subtenant. Real Estate Taxes and Operating Expenses shall be those exclusions applicable to Sublandlord for Payment of the Prime Lease other than Article 3 or 4 of Operating Expenses and Real Estate Taxes under the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute.

Additional Rent. For In addition to Base Rent, Subtenant also shall pay to Sublandlord, (a) Subtenant’s proportionate share of Tenant’s Proportionate Share of Basic Operating Costs (as such terms are defined in the purposes of this Sublease: the rentable area Basic Lease Information and in Section 7 of the Sublet Master Lease), (b) all other costs payable by Sublandlord with respect to the Sublease Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during Master Lease, except penalties, interest and other costs and fees arising from a default by Sublandlord under the term of this SubleaseMaster Lease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996and (c) any costs and expenses applicable to the Sublease Premises which are paid directly by Sublandlord, as promulgated by the Building Owners if any, including, but not limited to, utilities, personal property taxes and Managers Associationreal property taxes (collectively, “Additional Rent”). Sublessee Subtenant shall pay as Additional Subtenant’s share of Basic Operating Costs and any Rent Increase as and when Sublessor’s such payments are due from Sublessor Sublandlord pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Master Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied but at least five (5) business days prior to the Sublet Premises; 100% date Sublandlord must pay such amounts to Master Landlord. Within ten (10) days of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting receipt by Sublandlord from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situatedMaster Landlord, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor Sublandlord shall provide Sublessee with to Subtenant copies of all documentation received by Sublessor from Landlord in support of calculations notices relating to Estimated Basic Operating Costs and Basic Operating Cost Adjustments applicable to the Sublease Premises. Subtenant shall pay items of Additional Rent payable other than Basic Operating costs within ten (10) days after receipt of written demand from Sublandlord, which demand shall be accompanied by Sublessee under this Subleaseany invoice or statement that Sublandlord received from Master Landlord relating thereto. At Sublessee’s written requestPromptly upon receipt from Master Landlord, Sublessor Sublandlord shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations provide Subtenant with an estimate of Additional RentRent for the year 2003, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for together with any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred notices received by Sublessor in connection Sublandlord from Master Landlord with such disputerespect thereto.

Additional Rent. Subtenant shall pay to Sublandlord, in advance on the first day of each and every calendar month during the Sublease Term, commencing on the Commencement Date, an amount equal to the sum of: (x) 1/12 of Tenant’s Share (as defined in Section 5 of the Main Lease, and which the parties agree is 100%) of the then current Annual Estimate (as defined in Section 5 of the Main Lease, and which the parties agree may be revised by the Main Landlord from time to time) of Operating Expenses (including, any amounts includable within such Annual Estimate of Operating Expenses pursuant to Sections 5, 9, 11, 13 or 17 of the Main Lease), plus (y) the Restructured TIA Monthly Payment (as defined in Section 16 of the Fourth Amendment), plus (z) the monthly installment of the Additional Tenant Improvement Allowance as described in the 2006 Letter Agreement (the amounts due under subparagraphs (y) and (z) are referred to as the “TIA Payment” and are set forth in Exhibit “C” and the parties agree that such amounts shall not be revised under this Sublease regardless of whether such amounts are revised under the Main Lease), subject to any Credit due to Subtenant under Section 2 above. In addition, Subtenant shall pay to Sublandlord, within ten (10) days following written demand therefor, which demand shall include the supporting documentation described below, any and all other amounts of Additional Rent (as defined in the Main Lease) that are payable by Sublandlord to the Main Landlord pursuant to the provisions of the Main Lease only for periods occurring within the Sublease Term, and excluding amounts attributable to Sublandlord’s default under the Main Lease (except to the extent that Sublandlord’s default was caused by Subtenant). Sublandlord shall deliver to Subtenant a copy of any statement received by Sublandlord from the Main Landlord and a statement calculating the amount due from Subtenant. For the purposes of determining any Additional Rent due from Subtenant, including the amounts payable by Subtenant pursuant to this Sublease: Section 3, any amounts payable by Sublandlord under the rentable area Main Lease which cover a fiscal or other period any part of which occurs before the Commencement Date shall be apportioned according to the number of days in such period which occur within the portion of the Sublet Premises mean 25,697 square feetSublease Term. Additionally, which is if Sublandlord shall be charged by reason of Subtenant’s acts or defaults under this Sublease for any sums pursuant to the agreed rentable square foot area provisions of the Sublet Main Lease, then Subtenant shall be liable for such sums with respect to the Subleased Premises; , and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” such sums shall be deemed to mean 22.39%Additional Rent and collectible as such and shall be payable by Subtenant upon ten (10) days’ written notice from Sublandlord, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease notice shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 include a copy of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all supporting documentation received by Sublessor from Sublandlord in connection therewith and a statement calculating the amount of such sums. If Main Landlord issues any credit or refund to Sublandlord in support respect of calculations of any Base Rent or Additional Rent payable paid by Sublessee under this SubleaseSubtenant and relating to any part of the Sublease Term, then Sublandlord shall give to Subtenant a corresponding credit or refund equal to Subtenant's equitable share of such credit or refund from Main Landlord based on the portion of the Sublease Term to which such credit or refund relates. At Sublessee’s written requestTo the extent permitted by Main Landlord, Sublessor Subtenant shall have the right to exercise the audit rights described in Section 5 of the Main Lease and, to the extent not so permitted by Main Landlord, Sublandlord shall exercise its such rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlordon Subtenant’s calculations of Additional Rent, behalf at Subtenant’s sole cost and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeexpense.

Additional Rent. (a) Commencing as of January 1, 2004, Subtenant shall pay, in addition to Base Rent, its proportionate share of the (a) the Operating Costs (as defined in the Prime Lease) which are in excess of the Operating Costs in the Operating Cost Base Year, and (b) the Taxes (as defined in the Prime Lease) which are in excess of the Taxes in the Tax Base Year (both of which payments, in addition to those payments set forth in Section 7(b) and any other amounts due hereunder, are referred to as "ADDITIONAL RENT"). For the purposes of calculating such excess amounts, the term "Operating Cost Base Year" shall be calendar year 2003, and "Tax Base Year" shall be fiscal tax year 2003 (which payments, in addition to those payments set forth in Section 7(b) and any other amounts due hereunder, are referred to as "ADDITIONAL RENT"). All payments due by Subtenant under this Sublease: Section 7(a) shall be made on the rentable area same day as comparable payments are due by Sublandlord under the Prime Lease. Subtenant's obligations hereunder, to the extent accrued prior to the Sublease expiration date, shall survive the expiration of the Sublet Sublease. Subtenant's proportionate share with respect to the Demised Premises mean 25,697 square feetis set forth in the Prime Lease. Subtenant shall have no independent right to request an audit of Prime Landlord's books and records, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In but in the event that Sublandlord audits the rentable square foot area leased books and records of the Prime Landlord with respect to any payment of Additional Rent, Sublandlord agrees to provide Subtenant with copies of any such books and records, provided that Subtenant agrees to sign any reasonable confidentiality agreement required by Sublessor Prime Landlord; and provided further, that Sublandlord shall, upon the reasonable written request of Subtenant and consistent with the rights accorded to Sublandlord under the Prime Lease shall be increased or decreased during the term Lease, request an audit of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners Prime Landlord's books and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; andrecords. (b) any increases Subtenant shall also pay, as Additional Rent, all electricity charges with respect to the Demised Premises, as set forth in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 8 of the Prime Lease, provided however that Sublessee shall pay 100% of all and any other utility charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee extent required under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeLease.

Additional Rent. In addition to the Base Rent, Tenant agrees for each year subsequent to the Base Year to pay an additional rent ("Additional Rent") based upon Tenant's proportional share of the excess of operating costs in each such subsequent year over Landlord's operating costs in the Base Year. For the purposes of this Sublease: Lease, the "Base Year" shall be 1997. Additional Rent will be payable in equal monthly installments during each year based upon the cost increases for such year, as estimated by Landlord, with and adjustment to be made at such time as the actual operating costs for such year are determined. Operating costs as used herein shall be the Landlord's costs during each calendar year for real estate taxes and special assessments, heat, air conditioning and ventilation, energy costs, elevator service, cleaning and janitorial services, security, landscaping and care of grounds, supplies, maintenance, repairs, painting wall and window washing, tools and equipment (which are not required to be capitalized for Federal Income Tax purposes) labor, including all wages and salaries and all Social Security and other taxes may be levied upon such wages and salaries, insurance and all other costs properly constituting direct operating costs according to standard accounting practices including administrative and management expense but not including depreciation of building or equipment, interest, income taxes, costs of maintaining the Landlord's corporate existence or any costs required to be capitalized for Federal Income Tax purposes. The proportionate share of Tenant shall be computed by multiplying the excess of operating costs, if any, for the applicable subsequent year over the operating costs for the Base Year by the ratio of the rentable area of the Sublet Premises mean 25,697 square feet, which is to the agreed total rentable square foot area of the Sublet Premises; and Building, it being agreed that the rentable area of the Building shall mean 114,782 Premises is 3,163 square feet, which is feet and the agreed total rentable square foot area of the Building; Building is 61,217 square feet. Landlord shall, as soon as conveniently possible and “Sublessee’s Share” in any event not later than February 1st in each year, advise Tenant of the amount of Additional Rent and thereafter Tenant shall be deemed to mean 22.39%pay the Additional Rent indicated, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant shall apply to the Prime Lease Sublessee’s Share of: (a) then current lease year, such new rates being applied to any increases in charges incurred by Sublessor pursuant months to Article 4 which the Base Rent shall then have been paid as well as the unexpired months of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of current lease year, the Prime Lease adjustment for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant then expired months to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with at the payment of the next succeeding monthly rental. Under no circumstances shall the total monthly rental be less then the scheduled monthly Base Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeherein.

Additional Rent. For During the purposes Term, Subtenant shall pay to Sublandlord, as Additional Rent hereunder, "Subtenant's Share," as that term is defined below, of (a) all costs incurred by Sublandlord in connection with any insurance required to be carried under the Master Lease (whether by Sublandlord or by Landlord) (collectively, "Insurance Expenses"), in accordance with the provisions of the Master Lease as incorporated into this Sublease: ; (b) all "Real Property Taxes;" as that term is defined in the Master Lease, in accordance with the provisions of the Master Lease as incorporated into this Sublease; and (c) all costs incurred by Sublandlord for water, gas, heat, light, power, telephone, trash disposal (from the Building generally) and other utilities and services supplied to the Premises (but only if such utilities and services are also provided to or made available to the Subleased Premises or to any Subtenant Related Parties), together with any taxes thereon (collectively, "Operating Expenses"), whether such services are separately metered or billed to Sublandlord directly or whether Sublandlord reimburses Landlord for the same. "Subtenant's Share" shall mean the ratio expressed as a percentage that the rentable area square footage of the Sublet Subleased Premises mean 25,697 square feet, which is (as verified pursuant to Section 4.4 below following the agreed substantial completion of the Demising Work) bears to the rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area footage of the Building; and “Sublessee’s Share” provided, however, until such time as the verification of the rentable square footage of the Subleased Premises has occurred pursuant to Section 4.4 below, Subtenant's Share shall be deemed to mean 22.39%be 17.45% (i.e., which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the 6,000 rentable square foot area leased feet divided by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease34,395 rentable square feet), Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996subject to reconciliation upon such verification. Within thirty (30) days following such verification, as promulgated by the Building Owners and Managers Association. Sublessee Subtenant shall pay as Additional Rent as and when Sublessor’s to Sublandlord any deficiency in prior payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant relating to Section 4.6 of the Prime Lease to (a) request documentation evidencing period from and after the accuracy of Landlord’s calculations Commencement Date through the date that the next installment of Additional RentRent is paid by Subtenant, and or, if Subtenant shall have overpaid Additional Rent during such period, then Subtenant shall be entitled to a credit against the next succeeding installment(s) of Additional Rent in an amount equal to such overpayment (bor if no installments of Additional Rent remain due hereunder, then Sublandlord shall refund such overpayment to Subtenant within thirty (30) dispute days after such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeverification).

Additional Rent. For 3.1 The Fixed Rent includes water, electricity and HVAC during the purposes of this Sublease: hours provided for in the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; Prime Lease and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” garbage collection. Sublessee shall be deemed responsible for its own cleaning, with contractors approved by the Prime Lessor. 3.2 From and after the Commencement Date and thereafter throughout the Te , Sublcssce covenants and agrees to mean 22.39pay as Additional Rent, without set-off or deduction, (_%, which is ) percent ("Sublessee's Share") of "Tenant's Share" (Sublessor's share of any increase in the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased real estate taxes payable by Sublessor under Article 32 of the Prime Lease shall be increased Lease), over and above the amount payable by Sublessor for the first fiscal year commencing July I, 20 16 and ending June 30, 20 17 (the "Base Tax Year") for each and every such fiscal year or decreased portion thereof thereafter during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, th is Sublease (hereinafter referred to as promulgated by the Building Owners and Managers Association"Tenn11). Sublessee shall pay as Additional Rent as deposit with Sublessor a "Security Deposit" with Sublessor in the amount of Twenty Five thousand Five Hundred and when Sublessor’s payments are due from 0011 00 ($25 ,500.00) Dollars for the Demised Term. Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) may use any increases in charges incurred by Sublessor pursuant to Article 4 part of the Prime Lease over sums incurred by Security Deposit to satisfy any default of Sublessee and any expenses arising from such default, including but not limited to, legal fees and any damages or rent deficiency. Sublessee shall, upon demand, deposit with Sublessor pursuant to Article 4 of the Prime Lease for full amount so used, in order that Sublessor shall have the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of full Security Deposit on hand at all times during the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision Term of this Sublease; and . Provided no event of default has occurred and is continuing, the Security Deposit will be returned to Sublessee within sixty (c60) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes days of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment its vacation of the Rent upon which Subleased Premises in satisfacto1y condition at the tax is based as set forth aboveexpiration of the Term. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord not be obligated to hold the Security Deposit in support of calculations of Additional Rent payable by Sublessee under this Subleasea segregated account. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any Any and all out interest which accrues on the Security Deposit shall inure to the befit of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeSub lessor.

Additional Rent. (a) Commencing on January 1, 2005, Subtenant shall pay, in addition to Base Rent, its Proportionate Share (as hereinafter defined) of the (a) Operating Costs (as defined in the Prime Lease) which are in excess of the Operating Costs in the Operating Cost Base Year, and (b) Taxes (as defined in the Prime Lease) which are in excess of the Taxes in the Tax Base Year (both of which payments, in addition to those payments set forth in Section 7(b) and any other amounts due hereunder, are referred to as "ADDITIONAL RENT"). For purposes of calculating such excess amounts, the purposes term "Operating Cost Base Year" shall be calendar year 2004, and "Tax Base Year" shall be fiscal tax year 2004. Subtenant shall be responsible for its Proportionate Share of only the Operating Costs or Taxes billed to Sublandlord as a result of its leasing of the Building from the Prime Landlord (as opposed to any separate buildings in the Park that are part of the Prime Lease). All payments due by Subtenant under this Section 7(a) shall be made on the same day as comparable payments are due by Sublandlord under the Prime Lease. Upon Subtenant's request, Sublandlord shall provide Subtenant with copies of any appropriate backup provided by Prime Landlord setting forth the amount said excess Operating Expenses and Taxes. Subtenant's obligations hereunder shall survive the expiration of the Sublease. Subtenant's Proportionate Share with respect to the Demised Premises shall be equal to the Rentable Area set forth in Section 1 of this Sublease: the rentable area of the Sublet Premises mean 25,697 , divided by 77,666 square feetfeet (provided, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area however, that if less than 95% of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained occupied by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased tenants at any time during the term of this Sublease, Sublessee’s Share then the cleaning charges for such period shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated extrapolated by Sublandlord to the estimated cleaning charges that would have been incurred if the Building Owners had been at least 95% occupied by tenants; and Managers Association. Sublessee such extrapolated amount shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant for the purposes hereof be deemed to be the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 amount of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all cleaning charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeperiod).

Additional Rent. For (1) Beginning with the purposes payment of this Sublease: Fixed Rent due for the rentable area 13th full calendar month of the Sublet Premises mean 25,697 square feetTerm, which Sublessee shall pay to Sublessor, as Additional Rent, Sublessee's Proportionate Share, as hereinafter defined, of such amounts as Sublessor from time to time gives notice to Sublessee that Sublessor is obligated to pay to Landlord in respect of Operating Costs, including estimated payments thereof, under and pursuant to Section 4.2 of the agreed Lease, but only to the extent such payments on an annualized basis, exceed, or are reasonably estimated by Sublessor to exceed, $9.50 per rentable square foot area per year. Sublessee shall be entitled to Sublessee's Proportionate Share of the Sublet Premises; any credit or refund as and the rentable area of the Building when received by Sublessor, and shall mean 114,782 square feetpay Sublessee's (2) All amounts payable by Sublessee to Sublessor pursuant to this Sublease, which is the agreed rentable square foot area of the Building; including, without limitation, Fixed Rent and “Sublessee’s Share” Additional Rent, shall be deemed to mean 22.39%be and shall constitute rent for all purposes hereunder and, which is the agreed percentage obtained by dividing 25,697 by 114,782. In in the event that of any non-payment thereof, Sublessor shall have all of the rentable square foot area leased rights and remedies provided herein (including, without limitation, those rights and remedies set forth in Section 10 hereof), at law or in equity for non-payment of rent. The obligation of Sublessee to pay all amounts to Sublessor of Fixed Rent and Additional Rent due hereunder, as well as any refund which may be due to Sublessee hereunder, and of other amounts payable by Sublessor to Sublessor under the Prime Lease Lease, as and to the extent incorporated herein and as modified hereby, shall be increased survive the Expiration Date or decreased during the term earlier termination of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute.

Additional Rent. For the purposes Sublessee shall pay to Sublessor, as additional rent, 65.60% of this Sublease: the rentable area all amounts payable by Sublessor to Underlying Landlord pursuant to Article 3 of the Sublet Premises mean 25,697 square feetUnderlying Lease, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed are applicable to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by . For purposes of determining the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges amounts payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this SubleaseParagraph 4: Base Operating Factor shall mean the Operating Expenses for the 2004 Operating Year, and Base Tax Factor shall mean the fiscal tax year beginning on July 1, 2004 and ending June 30, 2005. Any such payments Payment of amounts due hereunder shall be made concurrently with in the payment manner and five (5) days before each such date as Sublessor shall be required to pay its corresponding share of such additional rent pursuant to the Underlying Lease. Payments for the first and last years of the Rent upon term of this Sublease shall be equitably prorated. Promptly after receipt by Sublessor of any real estate tax statement from the Underlying Landlord or of any ▇▇▇▇ or statement from the Underlying Landlord in respect of which Sublessee shall, pursuant to the tax is based as set forth above. terms of this Paragraph 4, be required to pay additional rent, Sublessor shall provide Sublessee deliver a comparable statement to Sublessee, together with copies of all documentation the statements received by Sublessor from Landlord in support Underlying Landlord, setting forth the amount of calculations of Additional Rent additional rent payable by Sublessee under this Subleasehereunder. At Sublessee’s written requestIf Sublessor shall receive a refund of any amounts from Underlying Landlord pursuant to the terms of the Underlying Lease, Sublessor shall exercise its rights pursuant promptly notify Sublessee and shall, promptly after receipt thereof, refund to Section 4.6 of Sublessee the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rentportion thereof, and (b) dispute such calculations and seek to if any, constituting fixed rent or additional rent which shall have them adjusted, provided that been paid by Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputehereunder.

Additional Rent. For Commencing on the purposes of this Sublease: Commencement Date, and in each calendar year thereafter during the rentable area Term, Tenant shall pay in advance on a monthly basis to Landlord, without deduction or set off, an amount equal to Tenant’s allocable share (“Tenant’s Share”) of the Sublet Premises mean 25,697 square feetfollowing: a. Taxes payable on the Project (“Taxes”) to the extent such taxes are projected to exceed the taxes for the Project in calendar year 2015 (“Base Year”); b. All insurance premiums payable by Landlord for insurance with respect to the Project (“Insurance Premiums”) to the extent such Insurance Premiums are projected to exceed the Insurance Premiums for the Project in the Base Year or to the extent such Insurance Premiums result directly from any improvements made by Tenant or any activities conducted by Tenant; and c. Operating Expenses payable by Landlord with respect to the Project to the extent such Operating Expenses are projected to exceed the Operating Expenses for the Base Year. “Operating Expenses” are all reasonable operating costs and expenses related to the maintenance, which is the agreed rentable square foot area operation and repair of the Sublet PremisesProject incurred by Landlord, including but not limited to a management fee not to exceed five percent (5%) of Fixed Rent; common area utilities; and the rentable area cost of capital repairs, capital replacements, capital improvements or capital equipment, including only those (i) required by laws enacted on or after the date of this Lease for which Landlord is required to comply under this Lease, but not those capital repairs, capital replacements, capital improvements and capital equipment required by laws with which Tenant is required to comply under the terms of this Lease or by which Landlord is required to comply and Tenant is required to reimburse Landlord for the costs of such compliance as additional rent, as provided under this Lease, or (ii) installed at the Building to reduce Operating Expenses (each a “Capital Improvement”); If Landlord shall purchase, make or install any Capital Improvement, then the costs for the same shall be amortized beginning in the Lease Year (as defined below) in which such item is purchased, made or installed and continuing for the lesser of the Building useful life of such item or the projected period of time required to recover the cost of such item in reduced Operating Expenses, as reasonably determined by Landlord, at a rate equal to two hundred fifty (250) basis points above the prime rate of interest published under the heading “Money Rates” by the Wall Street Journal on the date that the purchase, manufacture or installation of such Capital Improvement is completed. Notwithstanding anything herein contained, Tenant shall mean 114,782 square feetnot be required to pay for any annual increase in the costs incurred by Landlord for Controllable Operating Expenses (as hereafter defined) to the extent such increase exceeds five percent (5%) per year on a cumulative basis after the Base Year. “Controllable Operating Expenses” shall consist of those Operating Expenses which are within Landlord’s reasonable control. Taxes, which is common area utility costs, insurance premiums and the agreed rentable square foot area cost of snow removal shall not be considered to be Controllable Operating Expenses. Tenant’s obligations to pay increases in Taxes, Insurance Premiums and Operating Expenses shall be each calculated separately and shall for all purposes be treated and considered as additional rent. (Fixed Rent plus additional rent are herein referred to collectively as “Rent”.) Tenant shall pay, in monthly installments in advance, on account of Tenant's Share of Taxes, Insurance and Operating Expenses, one-twelfth of the Building; estimated amount of the increase of such Taxes, Insurance Premiums and “SublesseeOperating Expenses for such year in excess of the Base Year as reasonably determined by Landlord. Prior to the end of the calendar year in which the Lease commences and thereafter for each successive calendar year (each, a "Lease Year"), or part thereof, Landlord shall send to Tenant a statement of projected increases in Taxes, Insurance Premiums and Operating Expenses in excess of the Base Year and shall indicate the respective amounts of Tenant’s Share” estimated monthly installments of Taxes, Insurance Premiums and Operating Expenses. As soon as administratively available, Landlord shall be deemed send to mean 22.39%Tenant a statement of actual Taxes, which is Insurance Premiums and Operating Expenses for the agreed percentage obtained by dividing 25,697 by 114,782prior calendar year showing the actual amount of Tenant’s Share of each for the prior calendar year. In the event the amount prepaid by Tenant for Taxes, Insurance or Operating Expenses exceeds the amount that was actually due for that item, then Landlord shall issue a credit to Tenant in an amount equal to the rentable square foot area leased by Sublessor under over charge, which credit Tenant may apply to future payments on account of that item until Tenant has been fully credited with the Prime Lease over charge. In the event Landlord has undercharged Tenant, then Landlord shall send Tenant an invoice with the additional amount due, which amount shall be increased or decreased during the term paid in full by Tenant within thirty (30) days of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputereceipt.

Additional Rent. For (a) Lessor shall pay all real estate taxes, assessments, and other governmental levies against the purposes of this Sublease: Building (hereinafter referred to as "Real Estate Taxes"), except as otherwise hereinafter provided. Commencing in the rentable area first calendar year after the Base Year (as described on the BLI), if the amount of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of Real Estate Taxes levied or assessed against the Building shall mean 114,782 square feetexceed by more than six percent (6%) per annum the Real Estate Taxes assessed in the Base Year, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee Lessee shall pay as Additional Rent as Lessee's Percentage Share of that portion of such excess (e.g., over and when Sublessor’s payments are due from Sublessor pursuant to above six percent (6%) per annum). The computation of Additional Rent under this Section 3.3(a) is expressed by the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease following formula: A = [T-B(1+(0.6 x C))] x L A = Additional Rent T = Real Estate Taxes for the calendar year ending December 31, 2006; andin question B = Real Estate Taxes for the Base Year C = The number of calendar years since the end of the Base Year L = Lessee's Percentage Share (b) any increases Lessor shall pay the costs of providing water, gas and electricity (hereinafter collectively called the "Utility Costs") to the Building. Commencing in charges incurred by Sublessor pursuant to provisions the first calendar year after the Base Year, if the amount of the Prime Lease other Utility Costs shall exceed by more than Article 3 or 4 six percent (6%) per annum the Utility Costs for the Base Year, Lessee shall pay as Additional Rent under this Section 3.3(b) is expressed by the following formula: A = (U-B(1+0.6 x C)) x L A = Additional Rent U = Utility Costs for the calendar year in question B = Utility Costs for Base Year C = The number of calendar years since the end of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; andBase Year L = Lessee's Percentage Share (c) If applicable In any calendar year in which the tenancy of the Lessee is for less than the full calendar year, the Additional Rent due under this Section 3.3 shall be adjusted and prorated so that the Lessee's Percentage Share of said sum shall bear the same percentage that the partial calendar year bears to the full calendar year. Such Additional Rent due under this Section 3.3 shall be paid in one (1) lump sum which shall be due and payable thirty (30 days after Lessee is invoiced therefor. Lessee's obligation to pay such Additional Rent shall survive the termination of this Lease in the jurisdiction where event the Sublet Premises are situatedReal Estate Taxes or Utility Costs payable during the last year of Lease cannot reasonably be determined until after the termination of this Lease. (d) Lessor shall cause an independent certified public accountant selected by Lessor, Sublessee shall pay in its sole discretion, to prepare on an annual basis a statement of the Utility Costs and be liable for all rentalReal Estate Taxes paid by Lessor, sales, use and other similar taxes, if any, (excluding income taxes a copy of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments which shall be made concurrently with the payment of the Rent available to Lessee upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request. The Statement of said independent certified public accountant shall be final and binding upon Lessor and Lessee, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for absent manifest error. Lessee hereby waives any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred further accounting by Sublessor in connection with such disputeLessor.

Additional Rent. For (a) Subtenant agrees to pay to Sublandlord, as additional rent under this Sublease, the amount of any additional rent payable by Sublandlord under the ▇▇▇▇▇▇▇▇▇ (to the extent related to Subtenant’s use or occupancy of the Subleased Premises, including, without limitation, pursuant to Sections 5.2 and 5.3 of the ▇▇▇▇▇▇▇▇▇. It is agreed that any amounts payable by the Sublandlord under the ▇▇▇▇▇▇▇▇▇ (including, without limitation, those payable pursuant to Sections 5.2 and 5.3 of the ▇▇▇▇▇▇▇▇▇) that are not specifically attributable to either the Subleased Premises or the remainder of the Main Premises, shall be deemed attributable to the Subleased Premises and included in Additional Rent in the same proportion as the rentable area of the Subleased Premises bears to the rentable area of the Main Premises (“Subtenant’s Share”, which, for the purposes of this Sublease: , the rentable area of the Sublet Premises mean 25,697 square feet, which is the parties agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39be 24.21%, which is the agreed percentage obtained by dividing 25,697 by 114,782). In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term For purposes of this Sublease, SublesseeOperating Costs shall, in addition to those amounts payable under Section 5.2 of the ▇▇▇▇▇▇▇▇▇, include those costs that are incurred by Sublandlord to the extent such costs would be permitted as Operating Costs had they been charged by Overlandlord. Operating Costs shall include the costs of the services provided by Sublandlord as more particularly set forth on Schedule 6(a) hereto (“Sublandlord Services”). Notwithstanding anything to the contrary in the Lease or this Sublease, the commercially reasonable management fees incurred by Sublandlord (not to exceed 3% of gross rents from the property, plus reimbursable) in connection with the operation and maintenance of the Subleased Premises shall be included in Operating Costs and Subtenant shall pay Subtenant’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over same. For purposes of this Sublease, “Additional Rent” means any and all sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 whether or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except not specifically designated as otherwise set forth “Additional Rent” in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated), Sublessee shall other than Monthly Base Rent, that Subtenant is or becomes obligated to pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee Sublandlord under this Sublease. At SublesseeSubtenant shall have the right to inspect, at reasonable times and in a reasonable manner, during the ninety (90) day period following the delivery of Sublandlord’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 statement of the Prime Lease actual amount of Operating Costs, such of Sublandlord’s books of account and records as pertain to and contain information concerning such costs and expenses in order to verify the amounts thereof. Subtenant agrees that any information obtained during an inspection by Subtenant of Sublandlord’s books of account and records shall be kept in confidence by Subtenant and its agents and employees and shall not be disclosed to any other parties, except to Subtenant’s attorneys, accountants and other consultants. Any parties retained by Subtenant to inspect Sublandlord’s books of account and records shall not be compensated on a contingency fee basis. If Subtenant shall not dispute any item or items included in the determination of Operating Expenses for a particular Sublease Year by delivering a written notice to Sublandlord generally describing in reasonable detail the basis of such dispute within sixty (a60) request documentation evidencing days after the accuracy of Landlord’s calculations of Additional Rentstatement for such year was delivered to it, and (b) dispute such calculations and seek Subtenant shall be deemed to have them adjustedapproved such statement. During the pendency of any dispute over Operating Expenses, provided that Sublessee Subtenant shall pay Sublessor for any pay, under protest and all out without prejudice, Subtenant’s Share of pocket expenses (including the reasonable accountants and attorneys fees) incurred Operating Costs as calculated by Sublessor in connection with such disputeSublandlord.

Additional Rent. For All amounts payable by Tenant hereunder, other than Base Rent, are rent and are referred to as "Additional Rent." Additional Rent is payable by Tenant within ten days of Landlord's demand therefor. Additional Rent and Base Rent are sometimes referred to as "Rent." The utilities for the purposes Building are not separately metered. Tenant's Pro Rata Share (as defined below) the cost of this Sublease: real property taxes, repairs and maintenance (including the rentable area of items listed on Exhibit B), and utilities for the Sublet Premises mean 25,697 square feetBuilding (collectively, which "Operating Expenses") is included in the agreed rentable Base Rent, based on their average cost per square foot area of the Sublet Premises; and the rentable area of the Building over Landlord's entire Anaheim campus in the year 2000 ("the Base Year"). Tenant shall mean 114,782 reimburse Landlord as Additional Rent for its Pro Rata Share, based on the number of square feet, feet leased by Tenant within the Building (which is equal to 56%, such percentage, Tenant's "Pro Rata Share"), of any increase in Operating Expenses over the agreed rentable square foot area Base Year, determined in the manner set forth above in accordance with the accounting practices of Landlord in effect at the commencement of the Term. Notwithstanding the foregoing, the following shall not be included in "Operating Expenses:" 1. capital costs or expenditures; 2. depreciation on the Building; 3. costs for which Landlord is reimbursed by its insurer or any third party's insurer; 4. ground rent; 5. any increase in real property taxes due to a reassessment upon a sale of the Building; 6. leasing or brokerage fees, commissions or expenses and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased attorneys' fees and disbursements incurred in connection with lease preparation or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by negotiation for the Building Owners and Managers Association. Sublessee shall pay or litigation existing as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 date hereof; 7. salaries of personnel above the Prime Lease for the calendar year ending December 31, 2006level of Manager - Plant Services; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease 8. interest or principal or other than Article 3 payments on mortgage or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxesdebt costs, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority payments whatsoever on payments by Sublessee pursuant to this Subleaseany ground leases; 9. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) capital expenditures incurred by Sublessor in connection with such disputecompliance with laws, unless expenditures are the result of the specific operations of Tenant's business as compared with the occupancy of the Premises by tenants generally; 10. taxes as measured by the net income of Landlord from the operation of the Building; 11. janitorial services; and 12. costs that are paid directly by Tenant.

Additional Rent. For It is expressly agreed that Lessee will pay in addition to the purposes of this Sublease: Fixed Basic Rent provided in Article 3 hereof, an Additional Rent to cover Lessee's Percentage as defined in the rentable area Preamble, of the Sublet Premises mean 25,697 square feetincreased cost to Lessor, which is the agreed rentable square foot area for each of the Sublet Premises; and categories enumerated herein, over the rentable area of "Base Period Costs", as defined in the Preamble for said categories. a. Operating Cost Escalation -- If the Operating Costs incurred for the Building shall mean 114,782 square feet, in which is the agreed rentable square foot area of Premises are located and Office Building Area for any Lease Year or Partial Lease Year during the Building; and “Sublessee’s Share” Lease Term shall be deemed greater than the Base Operating Costs (adjusted proportionately for periods less than a Lease Year), then Lessee shall pay to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996Lessor, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31Rent, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% Lessee's Percentage of all such charges resulting from Sublessee’s violation excess Operating Costs. Operating Costs shall include,by way of any provision illustration and not of this Subleaselimitation: personal property taxes; and (c) If applicable in the jurisdiction where the Sublet Premises are situatedmanagement fees; labor, Sublessee shall pay including all wages and be liable for all rentalsalaries; social security taxes, sales, use and other similar taxes which may be levied against Lessor upon such wages and salaries; supplies; repairs and maintenance; maintenance and service contracts; painting; wall and window washing; laundry and towel service; tools and equipment (which are not required to be capitalized for federal income tax purposes); fire and other insurance; trash removal; lawn care; snow removal and all other items properly constituting direct operating costs according to standard accounting practices (hereinafter collectively referred to as the "Operating Costs"), but not including depreciation of Building or equipment; interest; income or excess profits taxes; costs of maintaining the Lessor's corporate existence; franchise taxes; any expenditures required to be capitalized for federal income tax purposes, if anyunless said expenditures are for the purpose of reducing Operating Costs within the Building and Office Building Area, (excluding income taxes of Sublessor) levied or imposed by those which under generally applied real estate practice are expensed or regarded as deferred expenses or are required under any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments quasi-governmental law, statute, ordinance, rule, order, requirements or regulation, in which event the costs thereof shall be made concurrently with included. The Base Operating Costs shall as be as defined in the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputePreamble.

Additional Rent. For (a) Subtenant agrees to pay to Sublandlord, as additional rent under this Sublease, the amount of any additional rent payable by Sublandlord under the ▇▇▇▇▇▇▇▇▇ (to the extent related to Subtenant's use or occupancy of the Subleased Premises, including, without limitation, pursuant to Sections 5.2 and 5.3 of the ▇▇▇▇▇▇▇▇▇). It is agreed that any amounts payable by the Sublandlord under the ▇▇▇▇▇▇▇▇▇ (including, without limitation, those payable pursuant to Sections 5.2 and 5.3 of the ▇▇▇▇▇▇▇▇▇) that are not specifically attributable to either the Subleased Premises or the remainder of the Main Premises, shall be deemed attributable to the Subleased Premises and included in Additional Rent in the same proportion as the rentable area of the Subleased Premises bears to the rentable area of the Main Premises ("Subtenant's Share", which, for the purposes of this Sublease: , the rentable area of the Sublet Premises mean 25,697 square feet, which is the parties agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39be 12.1%, which is the agreed percentage obtained by dividing 25,697 by 114,782). In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term For purposes of this Sublease, Sublessee’s Share Operating Costs shall, in addition to those amounts payable under Section 5.2 of the ▇▇▇▇▇▇▇▇▇, include those costs that are incurred by Sublandlord to the extent such costs would be permitted as Operating Costs had they been charged by Overlandlord. Operating Costs shall include the costs of the services provided by Sublandlord as more particularly set forth on Schedule 6(a) hereto ("Sublandlord Services"). Notwithstanding anything to the contrary in the Lease or this Sublease, the commercially reasonable management fees incurred by Sublandlord (not to exceed 3% of gross rents from the property, plus reimbursable) in connection with the operation and maintenance of the Subleased Premises shall be recalculated included in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners Operating Costs and Managers Association. Sublessee Subtenant shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Subtenant's Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over same. For purposes of this Sublease, "Additional Rent" means any and all sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 whether or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except not specifically designated as otherwise set forth "Additional Rent" in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated), Sublessee shall other than Monthly Base Rent, that Subtenant is or becomes obligated to pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee Sublandlord under this Sublease. At Sublessee’s written requestSubtenant shall have the right to inspect, Sublessor shall exercise its rights pursuant to Section 4.6 at reasonable times and in a reasonable manner, during the ninety (90) day period following the delivery of Sublandlord's statement of the Prime Lease actual amount of Operating Costs, such of Sublandlord's books of account and records as pertain to and contain information concerning such costs and expenses in order to verify the amounts thereof. Subtenant agrees that any information obtained during an inspection by Subtenant of Sublandlord's books of account and records shall be kept in confidence by Subtenant and its agents and employees and shall not be disclosed to any other parties, except to Subtenant's attorneys, accountants and other consultants. Any parties retained by Subtenant to inspect Sublandlord's books of account and records shall not be compensated on a contingency fee basis. If Subtenant shall not dispute any item or items included in the determination of Operating Expenses for a particular Sublease Year by delivering a written notice to Sublandlord generally describing in reasonable detail the basis of such dispute within sixty (a60) request documentation evidencing days after the accuracy of Landlord’s calculations of Additional Rentstatement for such year was delivered to it, and (b) dispute such calculations and seek Subtenant shall be deemed to have them adjustedapproved such statement. During the pendency of any dispute over Operating Expenses, provided that Sublessee Subtenant shall pay Sublessor for any pay, under protest and all out without prejudice, Subtenant's Share of pocket expenses (including the reasonable accountants and attorneys fees) incurred Operating Costs as calculated by Sublessor in connection with such disputeSublandlord.

Additional Rent. For Commencing on the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feetCommencement Date, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee Subtenant shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor additional rent to Sublandlord upon demand all sums (other than Fixed Rent) payable by Subtenant pursuant to the Prime Lease Sublessee’s Share of: this Sublease (a"Additional Rent") any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and and including (bi) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% fifty and thirty-seven hundredths percent (50.37%) ("Subtenant's Proportionate Share") of all charges payable for electricity and other utilities supplied by Sublandlord to Underlying Landlord pursuant to the Sublet Premisesprovisions of Artic1e 28 of the Underlying Lease; 100% of all charges for services supplied to provided, however, that if the Sublet Premises (except as otherwise Tenant's Proportionate Share under the Underlying Lease becomes greater than or less than 26.87%, Subtenant's Proportionate Share shall be reduced or increased accordingly, and provided, further, the terms "Base Labor Year" and "Base Tax Year" shall have the meanings set forth in this SubleaseSection 6(a) hereof) and (ii) one hundred percent (100% %) of all electricity, heat and condenser water costs pursuant to Section 21 hereof, and all other costs, fees and expenses in connection with Subtenant's particular use or manner of use of the Subleased Premises or the Building (including, without limitation, freight elevators and loading docks) or services provided by the Underlying Landlord to Subtenant which are not included in Sublandlord's operating expenses (such charges resulting from Sublessee’s violation as expanded cleaning services or fees for review of plans and specifications in connection with any provision alterations). If Sublandlord is required by Underlying Landlord under the Underlying Lease to make advance payment or deposits of such charges, Subtenant shall make advance payments or deposits to Sublandlord in the proper amounts consistent with the above provisions. Subtenant's obligations under the provisions of this Paragraph 3 shall be apportioned for any period at the beginning or end of the Term of this Sublease that is less than a full calendar year. Sublandlord shall have the right to demand payment during or after the expiration or earlier termination of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall . All other costs and expenses that Subtenant assumes or agrees to pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments Sublease shall be made concurrently with deemed Additional Rent and, in the payment event of nonpayment, Sublandlord shall have all the rights and remedies provided for herein, in the Underlying Lease, at law or in equity in case of the nonpayment of Rent. If Subtenant shall fail to pay any installment of Fixed Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations or any amount of Additional Rent payable within seven (7) days after the date such installment or payment becomes due, Subtenant shall also pay to Sublandlord the fees and charges, and the interest on the amount overdue, at the rates, and as otherwise required by Sublessee under Section 19 and the other provisions of the Underlying Lease. Subtenant's obligation to pay Additional Rent hereunder shall commence from and after the Commencement Date for the remainder of the Term and shall survive the expiration or earlier termination of this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute.

Additional Rent. For In addition to the Basic Rent, Subtenant covenants and agrees to pay to Sublandlord as additional rent (the "Additional Rent"), in addition to and in the same manner as the Basic Rent, the following: (i) beginning on the Sublease Commencement Date and monthly thereafter throughout the Sublease Term, Operating Expenses and Real Property Taxes in accordance with the terms of Article 5 of the Master Lease, provided that for purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that such calculation (a) the rentable square foot area leased footage of the Subleased Premises shall be used, (b) Subtenant shall only be obligated to pay for increases in Operating Expenses and Real Property Taxes over the Operating Expenses and Real Property Taxes applicable to the calendar year 2000 (the "Base Year"), (c) "Subtenant's Share," as that term is defined hereinbelow, of actual, annual calculations of Operating Expenses and Real Property Taxes made by Sublessor Landlord (including those with respect to the Base Year), as evidenced by the statements delivered by Landlord pursuant to Section 5.3 of the Master Lease, setting forth the amounts payable by Sublandlord to Landlord under the Prime Lease Master Lease, copies of which statements shall be increased or decreased during delivered by Sublandlord to Subtenant, and (d) Subtenant's Share of Operating Expense and Real Property Tax estimates made by Landlord pursuant to Section 5.3 of the term Master Lease, provided that Subtenant shall only be obligated to pay Subtenant's Share of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners such estimates to the extent they exceed the Operating Expenses and Managers Association. Sublessee shall pay as Real Property Taxes applicable to the Base Year; (ii) within five (5) business days after delivery to Subtenant of a notice of Additional Rent as due, which notice shall include a copy of the applicable ▇▇▇▇ or escalation statement or other evidence, if any, that Additional Rent is due, the amount of any and when Sublessor’s payments are due from Sublessor all other costs, charges or expenses (other than Basic Rent payable by Sublandlord under the Master Lease) attributable to the Subleased Premises payable by Sublandlord to Landlord pursuant to the Prime Lease Sublessee’s Share of:provisions of the Master Lease; (aiii) any increases in charges incurred by Sublessor pursuant to Article 4 of commencing on the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of Sublease Commencement Date and monthly thereafter throughout the Prime Lease Sublease Term, the rent for the calendar year ending December 31, 2006parking passes provided to Subtenant as provided in Section 4 hereof; and (biv) from time to time as may be applicable, the amount of any increases in other costs, charges incurred or expenses billed to Sublandlord by Sublessor Landlord for reimbursement to Landlord pursuant to provisions of the Prime Master Lease for special construction services or other than Article 3 or 4 of special services to the Prime extent such items have been specifically requested by Subtenant in a written notice to Landlord, such amounts being due from Subtenant to Sublandlord at least five (5) business days before such amounts are due to Landlord pursuant to the Master Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied but in no event more than ten (10) business days after Sublandlord delivers to Subtenant the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting applicable statement or ▇▇▇▇ from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute.

Additional Rent. Subtenant shall also pay to Sublandlord Subtenant’s pro rata share of all Additional Rent when due under the Master Lease. For the purposes of this Sublease: , “Additional Rent” shall mean any amount payable under the rentable area of the Sublet Premises mean 25,697 square feet, Master Lease which is attributable to the agreed rentable square foot area of the Sublet Subleased Premises; , including, without limitation, operating costs, taxes, and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; insurance. The parties understand and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event acknowledge that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional initial Base Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease figures set forth above for the calendar year ending December 312004 take into account Additional Rent at the annual rate of Eight Dollars and Seventy Six Cents ($8.76) per square foot. After 2004 and throughout the remainder of the Term, 2006; and (b) in addition to Base Rent, Subtenant shall pay Subtenant’s pro rata share of any increases in charges incurred by Sublessor pursuant to provisions Additional Rent above the per square foot rate set forth herein. Subtenant’s pro rata share shall equal the ratio of the Prime Lease other than Article 3 or 4 then-current rentable square footage of the Prime Lease, provided however that Sublessee Subleased Premises divided by the total rentable square footage of the Premises. Subtenant’s pro rata share shall pay 100% of all charges payable for electricity and other utilities supplied to be adjusted throughout the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except Term as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable Subtenant subleases additional space in the jurisdiction where the Sublet Subleased Premises are situatedas described in Section 1 above. After Subtenant has subleased at least twenty thousand (20,000) rentable square feet (i.e., Sublessee shall pay and be liable for all rentalon or before April 1, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor2005) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with , the payment portion of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations Subtenant’s pro rata share (on a per square foot per month basis) of Additional Rent payable attributable to “controllable operating expenses” (i.e., janitorial costs, management fees, mechanical system service contracts, and security guard costs) for any twelve (12) month period during the Term thereafter shall not increase by Sublessee under this Subleasemore than five percent (5%) over Subtenant’s pro rata share (on a per square foot per month basis) of Additional Rent attributable to the actual controllable operating expenses for the previous twelve (12) month period. At Sublessee’s written requestIn addition, Sublessor shall exercise its rights pursuant to Section 4.6 for the first twelve (12) months of the Prime Lease Sublease, Subtenant further shall pay to Sublandlord One Hundred Dollars (a$100.00) request documentation evidencing per month, commencing on the accuracy of LandlordCommencement Date, in consideration for Subtenant’s calculations of Additional Rentaccess to and right to use the lunchroom, the large conference room, and (b) dispute such calculations the showers and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out restrooms located within the Premises but initially located outside of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeSubleased Premises.

Additional Rent. For the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease All monies other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied Sublease Rent required to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable paid by Sublessee under this Sublease. At , including without limitation, any amounts payable by Sublessee or Sublessor to Master Lessor with respect to the Subleased Premises as set forth in this Sublease shall be deemed additional rent (“Additional Rent”) Sublessee shall reimburse Sublessor, within fifteen (15) days of receipt of invoice therefor (and which shall in no event be due before such amounts are due to be paid by Sublessor to Master Lessor), for the following: (i) Sublessee’s written request, Sublessor shall exercise its rights pro-rata share of Common Area Maintenance Charges due and owing to Master Lessor pursuant to Section 4.6 Insert 4.3 to the Master Lease; (ii) Sublessee’s pro-rata share of the Prime Lease insurance payments owed to Master Lessor under Section 8.1 of the Master Lease, (iii) Sublessee’s pro-rata share of Real Property Taxes due and owing to Master Lessor pursuant to Article 10 of the Master Lease; and (iv) any other fees, charges or other sums payable with respect to the Subleased Premises for: (a) request documentation evidencing excess, after-hours or supplemental electrical or heating, ventilating or air conditioning service supplied to the accuracy of Landlord’s calculations of Additional Rent, and Subleased Premises to the extent actually charged by Master Lessor to Sublessor; (b) dispute such calculations services or benefits supplied to the Subleased Premises for which Master Lessor reserves any right to impose a fee or charge and seek which fee or charge is actually imposed; (c) to have them adjusted, provided that Sublessee shall pay reimburse Master Lessor or Sublessor for taxes on Sublessee’s personal property, equipment and fixtures located in or about the Subleased Premises during the Sublease Term to the extent actually charged by Master Lessor to Sublessor; (d) to pay for any damage to the Building resulting from the act or omission of Sublessee or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Sublessee’s agents, employees or invitees; and all out (e) damages recoverable due to a default under the Master Lease which is the result of pocket any default or failure of performance by Sublessee under this Sublease and which are due and payable to Master Lessor or Sublessor. In no event shall Sublessee be responsible for payments of Additional Rent to the extent they are: (i) not attributable to the Subleased Premises arising during the Sublease Term, or (ii) damages or expenses (including arising from the reasonable accountants acts, omissions or negligence of Sublessor. Sublease Rent and attorneys fees) incurred by Sublessor in connection with such disputeAdditional Rent hereunder may collectively be referred to herein as “Rent”.

Additional Rent. For A. If and to the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feet, which extent that Sublandlord is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed obligated to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor pay additional rent under the Prime Lease to reimburse Prime Landlord for Taxes, Operating Expenses, common area maintenance charges or other expenses incurred by the Prime Landlord in connection with the Premises. Subtenant shall be increased or decreased pay to Sublandlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease, Sublessee’s Share ) set forth in Section 1(M) as the Sublease Share. Such payment shall be recalculated due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of such additional rent is due to the Prime Landlord, provided that Subtenant shall have been billed therefor at least fifteen (5) days prior to such due date (which ▇▇▇▇ shall be accompanied by a copy of Prime Landlord's ▇▇▇▇ and other material furnished to Sublandlord in accordance with ANSI Z65.1-1996, as promulgated connection therewith). B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises by the Building Owners and Managers Associationrentable area of the premises leased by Prime Landlord to Sublandlord pursuant to the Prime Lease. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease Sublessee’s shall be changed during the Term, then the Sublease Share of:shall be recalculated. C. The information set forth in the ▇▇▇▇ furnished to Subtenant as provided above shall be deemed approved by Subtenant unless, within thirty (a30) any increases in charges incurred by Sublessor pursuant days after submission to Article 4 of Subtenant, Subtenant shall notify SubLandlord that it disputes the correctness thereof, specifying the basis for such assertion. Subtenant shall also have the same rights as SubLandlord under the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of dispute the amounts contained in Prime Lease for the calendar year ending December 31, 2006; and (bLandlords statement as provided in Section 4(h) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute.

Additional Rent. For In addition to Monthly Base Rent payable by --------------- Sublessee, Sublessee shall pay to Sublessor during the purposes Term, as additional rent, Sublessee's Percentage Share (as hereinafter defined) of this Sublease: any increase in Operating Expenses (as defined in the rentable area Lease) and any increase in Real Estate Taxes (as defined in the Lease) paid or incurred by Sublessor during such calendar year over the amount of Operating Expenses and Real Estate Taxes paid or incurred by Sublessor during the Sublet Premises mean 25,697 square feet, calendar year 1998 (which increase is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “hereinafter referred to as "INCREASED OPERATING AND TAX COSTS"). "Sublessee’s 's Percentage Share” " shall be deemed to mean 22.39_____________ percent (____%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association). Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from to Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases each month, in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31advance, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently together with the payment of Monthly Base Rent, an amount equal to one-twelfth (1/12) of Sublessee's Percentage Share of the Rent upon which estimated Increased Operating and Tax Costs, as reasonably determined by Sublessor. After the tax is based as set forth above. end of any calendar, Sublessor shall provide Sublessee with copies a copy of all documentation received by Sublessor from Landlord in support of calculations any statement of Additional Rent payable Lease Charges provided by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights Landlord pursuant to Section 4.6 4.1(c) of the Prime Lease to (a) request documentation evidencing the accuracy Lease. If Sublessee's Percentage Share of Landlord’s calculations actual Increased Operating and Tax Costs is greater than Sublessee's Percentage Share of Additional Rentestimated Increased Operating and Tax Costs for any calendar year, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay the difference to Sublessor for any and all out within twenty- five (25) days after the date of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute.Landlord's notice pursuant to Section 4.1

Additional Rent. For In addition to Monthly Base Rent, Sublessee shall --------------- pay to Sublessor Sublessee's percentage share ("Percentage Share", as defined below) of any amounts payable by Sublessor to Master Lessor pursuant to the purposes Master Lease, including, without limitation, Additional Rent (consisting of this Sublease: Taxes, insurance premiums, expenses and charges) as defined in Section 4.D. of the Master Lease. Sublessee's "Percentage Share" shall be twenty-four and eight tenths - percent (24.8%), which Percentage Shares was determined by dividing the total rentable area of the Sublet Subleased Premises mean 25,697 square feet, which is by the agreed rentable square foot area of the Sublet Premises; and the total rentable area of the Building Premises. Sublessee also shall mean 114,782 square feetpay to Sublessor as additional rent, which is within five (5) days after receipt of Sublessor's invoices therefor, Sublessee's Percentage Share of Sublessor's costs for water, gas, electricity, sewer, waste pick-up and any other utilities serving the agreed rentable square foot area Subleased Premises. Sublessee shall be responsible for payment of the Building; its own janitorial service and “Sublessee’s Share” telephone, telecommunications and data communications charges. All monies required to be paid by Sublessee under this Sublease (except for Monthly Base Rent, as defined in Paragraph 4.A. above) shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782additional rent ("Additional Rent"). In the event that the rentable square foot area leased by Sublessor under the Prime Lease Monthly Base Rent and Additional Rent hereinafter collectively shall be increased or decreased during referred to as "Rent." Sublessee and Sublessor agree, as a material part of the term of consideration given by Sublessee to Sublessor for this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% Sublessee's Percentage Share of all charges payable for electricity costs, expenses, taxes, insurance, maintenance and other utilities supplied to the Sublet Premises; 100% charges of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) every kind and 100% of all such charges resulting from Sublessee’s violation of any provision nature arising out of this Sublease; and (c) If applicable in Sublease or the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Master Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with the Subleased Premises, such disputethat Sublessor shall receive, as a net consideration for this Sublease, the Monthly Base Rent payable under Paragraph 4.A. hereof.

Additional Rent. For In addition to Base Rent, Tenant agrees to pay to Landlord as additional rent (“Additional Rent”): (i) beginning on the purposes Post Rent Credit Date, Tenant’s Share of this Sublease: “Operating Expenses” (as defined in Section 5), provided that for the first 2 months after the Post Rent Credit Date, Tenant’s Share of Operating Expenses for the Project, Tenant’s Share of 60 Binney Building Expenses and Tenant’s Share of Operating Expenses for the Premises shall be calculated based on 195,000 rentable area square feet in the Premises and Tenant’s Share of Campus Expenses shall be calculated based on 169,475 square feet of “gross floor area” (as defined in Section 10) in the Premises, (i.e., for such 2-month period, Tenant’s Share of Operating Expenses for the Project shall be 36.76%, Tenant’s Share of 60 Binney Building Expenses shall be 76.25%, Tenant’s Share of Operating Expenses for the Premises shall be 77.04% and Tenant’s Share of Campus Expenses shall be 14.03%), and thereafter Tenant’s Share of Operating Expenses for the Project, Tenant’s Share of 60 Binney Building Expenses, Tenant’s Share of Operating Expenses for the Premises and Tenant’s Share of Campus Expenses shall be as set forth in the Basic Lease Provisions, and provided further that beginning on the Delivery Date in the event of a CM Build Election, or the date of Substantial Completion of the Sublet Premises mean 25,697 square feetShell and Core Improvements in the event of a Non-CM Build Election, which is Tenant shall pay for the agreed rentable square foot area costs of the Sublet Premises; and Utilities used in the rentable area construction of the Building shall mean 114,782 square feetTenant Improvements or consumed in the Premises as provided in Section 11, which is (ii) beginning on the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%Post Rent Credit Date, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, SublesseeTenant’s Share shall be recalculated in accordance with ANSI Z65.1-1996of Operating Expenses for the Garage, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent (iii) as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime under this Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out other amounts Tenant assumes or agrees to pay under the provisions of pocket expenses (including the reasonable accountants this Lease, including, without limitation, any and attorneys fees) incurred all other sums that may become due by Sublessor in connection with such disputereason of any Default of Tenant.

Additional Rent. For 4.4.1 The Subtenant covenants to pay as additional rent during the purposes Sublease Term the following amounts, inclusive of all applicable federal, provincial and municipal taxes (collectively, “Additional Rent”): (a) the Subtenant’s Proportionate Share of “Building Costs” as defined by the Head Lease, “Project Costs” as defined by the Head Lease, and “Other Charges” as defined by the Head Lease, and payable by the Sublandlord under the Head Lease, as amended from time to time; (b) to the extent not already paid pursuant to Section 4.4.1(a), the Subtenant’s Proportionate Share of “Taxes” as defined by the Head Lease and payable by the Sublandlord under the Head Lease, as amended from time to time; (c) to the extent not already paid pursuant to Section 4.4.1(a), the Subtenant’s Proportionate Share of “Operating Costs” as defined by the Head Lease and payable by the Sublandlord under the Head Lease, as amended from to time; (d) to the extent not already paid pursuant to Section 4.4.1(a) or purchased pursuant to Section 9.1.1, the Subtenant’s Proportionate Share of insurance costs payable by the Sublandlord under Section 5.2(a) of the Head Lease, as amended from time to time; and (e) the Subtenant’s Proportionate Share of all other operating and management costs set forth in the Service Agreement, at the Sublandlord’s actual cost to the extent such costs relate to the Sublet Premises whether or not such costs are payable by the Sublandlord to the Head Landlord. 4.4.2 In this Sublease: , the phrase “Subtenant’s Proportionate Share” means a fraction having as its numerator the rentable area of the Sublet Premises mean 25,697 (excluding the square feet, which is footage of any Common Areas and excluding the agreed rentable square foot area footage of any Sublet Premises reserved for the exclusive use of the Sublandlord during the limited time of such use) containing approximately Thirty-one Thousand Nine Hundred Twenty (31,920) square feet and as its denominator the Rentable Area of the Building (excluding the square footage of any Common Areas but including the entire square footage of the Sublet Premises; and the rentable area of the Building shall mean 114,782 ) containing approximately Forty-nine Thousand Four Hundred ten (49,410) square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute.

Additional Rent. For In addition to paying the purposes Base Rent specified in ---------------- SECTION 3.1 of this Sublease: the rentable area Lease, Tenant shall pay "Tenant's Share" of the Sublet Premises mean 25,697 annual ------------ "Direct Expenses," as those terms are defined in SECTIONS 3.3.7 and 3.3.2 of -------------- ----- this Lease, respectively, to the extent such Direct Expenses are in excess of the amount of the "Annual Direct Expense Allowance" as that term is defined in SECTION 3.3.1 of this Lease multiplied by the number of -------------- rentable square feetfeet in the Premises. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the terms of this Lease, are hereinafter collectively referred to as the "Additional Rent", and the Base Rent and the Additional Rent are herein collectively referred to as "Rent." All amounts due under this ARTICLE 3 as Additional Rent shall be ---------- payable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant which is survive the agreed expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this ARTICLE 3 shall survive the expiration of the Lease Term. If Tenant's ---------- Share of the Direct Expenses (as defined in SECTION 3.3.2) incurred during the ------------- first twelve (12) months of the Lease Term, on a per rentable square foot area basis, exceeds the Annual Direct Expense Allowance, Landlord shall elect, which -1▇- ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ CENTER VENTURE, LLC [20th Century Industries; 6303 Owensmouth] election shall be subject to the approval of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxesentities, if any, holding trust deed liens on the Building (excluding income taxes collectively, the "Lien Holders"), to either (A) permanently increase the Annual Direct Expense Allowance to be equal to the amount of SublessorTenant's Share of Direct Expenses incurred during the first twelve (12) levied months of Lease Term, or imposed (B) grant Tenant a one-time credit from Landlord against the next installments of Base Rent, estimated Additional Rent and parking charges coming due, in an amount equal to the net present value of the annuity stream which consists of monthly payments in the amount of one-twelfth (1/12) of said excess of Tenant's Share of the Direct Expenses on a per rentable square foot basis over the Annual Direct Expense Allowance (multiplied by any governmental or municipal authority having authority the number of rentable square feet in the Premises) which monthly payments would have continued over the remaining fourteen (14) years of the Lease Term, calculated utilizing the discount rate of the Federal Reserve Bank of San Francisco plus 1% at the time of payment. Alternatively, if Tenant's Share of the Direct Expenses, on payments by Sublessee pursuant to this Sublease. Any such payments a per rentable square foot basis, incurred during the first twelve (12) months of the Lease Term are actually less than the Annual Direct Expense Allowance, the Annual Direct Expense Allowance shall be made concurrently with permanently reduced for the payment entire Lease Term to the amount of the Rent upon which Direct Expenses per rentable square foot actually incurred during the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 first twelve (12) months of the Prime Lease Term. For example, if the Direct Expenses on a per rentable square foot basis for the first twelve (12) months of the Lease Term are Eight Dollars and seventy-two cents ($8.72) and if the discount rate of the Federal Reserve Bank of San Francisco is 5%, then, Tenant shall be entitled to a one-time credit as aforesaid equal to Six Dollars and eighty cents (a$6.80) request documentation evidencing per square foot of rentable area in the accuracy Premises. If the Direct Expenses on a per rentable square foot basis for the first twelve (12) months of Landlord’s calculations the Lease Term are Seven Dollars and eighty cents ($7.80), then the Annual Direct Expense Allowance shall be reduced to Seven Dollars and eighty cents ($7.80) for the balance of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeinitial Lease Term.

Additional Rent. For the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as additional rent (“Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant Rent”), within twenty (20) days after demand therefor, all sums or other charges required to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable paid by Sublessee under this Sublease. At Sublessee’s written requestDuring the Term, Sublessee shall pay to Sublessor shall exercise its rights pursuant all sums or other charges required to Section 4.6 of be paid by Sublessor, as tenant, to Master Lessor under the Prime Lease to Master Lease, including without limitation, (a) request documentation evidencing all Real Property Taxes, insurance premiums and common area expenses required to be paid to Master Lessor thereunder (collectively, “Operating Expense Payments”, and which shall include expenses relating to the accuracy of Landlord’s calculations of Parking Areas and Outdoor Areas, as such terms are defined below), (b) all “Additional Rent” (as defined in the Master Lease) due from Sublessor, as tenant, to Master Lessor under Paragraphs 4.D.(a) and (b) dispute of the Master Lease, and (c) the management fee charged by Master Lessor to Sublessor under the Master Lease, but expressly excluding (i) any “Basic Rent” due from Sublessor, as tenant, to Master Lessor under the Master Lease, and (ii) any late charges, default interest and other penalties due from Sublessor, as tenant, to Master Lessor under the Master Lease provided the same are not caused by the default or breach of any of Sublessee’s obligations contained in this Sublease. Sublessor shall not charge Subtenant a management fee with regard to the Building, other than the management fees charged by Master Lessor under the Master Lease. Notwithstanding the foregoing, Sublessee’s obligation to pay Operating Expense Payments for the Subleased Premises shall be prorated for all periods prior to the time that the entire Subleased Premises has been delivered to Sublessee, on the basis of the ratio that the rentable square footage of those portions of the Subleased Premises delivered to Sublessee bears to 94,484 rentable square feet. Moreover, Sublessee agrees to pay its proportionate share of any costs and expenses incurred by Sublessor for (A) any insurance obtained by Sublessor pursuant to Section 54 of the Master Lease, (B) repair or maintenance of the central courtyard amongst the Buildings, and (C) repair, maintenance, replacement or new construction of improvements in such calculations central courtyard, within twenty (20) days after written demand therefor (which written demand shall contain documentation in reasonable detail evidencing the costs and seek to have them adjustedexpenses incurred by Sublessor); provided, provided however, that Sublessee shall pay Sublessor have no obligation to reimburse Sublesssor for any (aa) replacement of an existing improvement in the central courtyard, or (bb) construction or installation of any new improvement in the central courtyard, if Sublessor had not first obtained Sublessee’s written approval thereof, which approval shall not be unreasonably withheld, conditioned or delayed by Sublessee. Sublessor shall have the same remedies for a default in the payment of Additional Rent as for a default in the payment of Base Rent. Base Rent and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeAdditional Rent are hereinafter sometimes referred to collectively as “Rent.”

Additional Rent. The Tenant will also pay, without notice, and without abatement, deduction, or setoff, except as otherwise specifically allowed herein, as additional rent, all sums, taxes, assessments, costs, expenses, and other payments which the Tenant in any of the provisions of this Lease assumes or agrees to pay, and, in the event of any nonpayment thereof, the Landlord shall have (in addition to all other rights and remedies) all the rights and remedies provided herein or by law in the case of nonpayment of rent. For all uses of the Premises that would be categorized under the 2017 North American Industry Classification System (2017 NAICS) under codes 4400 through 454390 (“Retail Uses”), as Additional Annual Rent Tenant shall pay a sum equal to twenty-five percent (25%) of the Adjusted Net Cash Flow commencing with the first day the Tenant Improvements open for business (“Additional Retail Rent”). The Tenant shall calculate Adjusted Net Cash Flow for each Current Year within forty-five (45) days after the end of the Current Year (or portion thereof) and provide that calculation, and pay to the Landlord the Additional Retail Rent, within sixty(60) (60) days after the end of the Current Year. Adjusted Net Cash Flow is Gross Revenues less Total Expenses, less the total amount of capital expenses for furniture, fixtures, and equipment for the Tenant Improvements in excess of the aggregate amount expended from any reserve during such year. No Additional Retail Rent and no Additional Rent involving any payment of any portion of the Adjusted Net Cash Flow shall be owed for any use of the Premises that is not a Retail Use under codes 4400 through 454390 of the 2017 NAICS. Furthermore, upon the assignment of this Lease by Tenant to Alwaysholdin LLC or some other entity controlled by or affiliated with King of Freight LLC (a “King of Freight Entity”), the following provisions governing Additional Retail Rent shall apply: • If, within the first five (5) years following the assignment of this Lease to a King of Freight Entity, King of Freight LLC, including all entities which have merged with or been acquired by King of Freight LLC, creates 400 net new jobs, from a base employment level of 535 with an average wage of at least $50,000.00 per year for employees whose main offices are contained within the corporate limits of the City of Wichita, Kansas, and further maintains the presence of said 400 net new jobs within the corporate limits of the City of Wichita for the following five (5) year period, after the conclusion of this ten (10) year period (the “King of Freight Additional Retail Rent Period”) the Additional Retail Rent requirement shall be deleted from this Lease. Following the deletion of the Additional Retail Rent requirement from this Lease, no Additional Retail Rent and no Additional Rent involving any payment of any portion of the Adjusted Net Cash Flow shall be owed for any use of the Premises. If King of Freight LLC acquires or merges with any existing company that is already within the corporate limits of the City of Wichita, none of the jobs from the existing company or companies are not considered “net new jobs” to the City and will not be counted as part of the 400 net new job requirement. • After King of Freight LLC and all entities which have merged with or been acquired by King of Freight LLC has created the 400 net new jobs with an average wage of at least $50,000.00 per year for employees whose main offices are contained within the corporate limits of the City of Wichita, Kansas within the first five (5) years following the assignment of this Lease to a King of Freight Entity, the King of Freight Entity which is the current Tenant under this Lease may assign this Lease or sublease the Premises to either a retail user or new Tenant or a nonretail user or new Tenant and such user or new Tenant shall not be responsible for the payment of any Additional Retail Rent or Additional Rent involving any payment of any portion of the Adjusted Net Cash Flow SO LONG AS King of Freight LLC and its entities maintains the presence of said 400 net new jobs within the corporate limits of the City of Wichita during and until the conclusion of the King of Freight Additional Retail Rent Period. Under this procedure, any user of the Premises for any purpose that is otherwise allowed under the Lease and the Development Agreement is permitted and does not require the payment of any Additional Retail Rent even if the user or new Tenant is utilizing the Premises for a retail purpose. Furthermore, following this ▇▇▇▇▇’s assignment to such user or new Tenant by the King of Freight Entity, so long as King of Freight LLC and its entities maintains the 400 net new jobs discussed herein within the Wichita City Limits through the conclusion of the original King of Freight Additional Retail Rent Period, the Additional Retail Rent requirement shall be deleted from this Lease and no Additional Retail Rent and no Additional Rent involving any payment of any portion of the Adjusted Net Cash Flow shall be owed for any use of the Premises regardless of whether a King of Freight Entity remains the Tenant under this Lease. Nevertheless, should King of Freight LLC and its entities fail to maintain the 400 net new jobs discussed herein within the Wichita City Limits through the conclusion of the King of Freight Additional Retail Rent Period, the Additional Retail Rent requirement shall remain in full force and effect under this Lease and the current user/Tenant of the Premises shall be responsible for the payment of Additional Retail Rent from the date that King of Freight has failed to maintain the 400 net new jobs discussed herein. • Creating and maintaining the 400 net new jobs discussed herein shall be defined as King of Freight LLC and all entities which have merged with or been acquired by King of Freight LLC creating and maintaining 400 net new jobs held by employees of King of Freight and its entities with an average wage of at least $50,000.00 per year for employees whose main offices are contained within the corporate limits of the City of Wichita, Kansas. As is customary with economic development incentives, the benchmark to be utilized is the creation of 400 net new positions of employment that did not exist within the King of Freight operation as of the date when this Lease is assigned to a King of Freight Entity where employees receive an average wage of at least $50,000.00 per year, and not the retention of a specific employee who was initially hired for each of these positions. • Pursuant to the terms of this Lease, the King of Freight Additional Retail Rent Period shall begin on the date when this Lease is assigned to a King of Freight Entity and shall conclude ten (10) years following that date regardless of which entity is the current Tenant under this Lease and which entity is currently using the Premises. ▇▇▇▇▇▇ agrees to allow representatives of the City of Wichita, Kansas (“City Representative”), after submission of the calculations of Additional Retail Rent for any year, to review and audit the books and records of the current entity using the Premises for compliance with the obligations to pay Additional Retail Rent hereunder if the Premises is being used for a Retail Use as defined herein. If an audit by the City reveals a material understatement of the amount due the City, then Tenant shall pay all reasonable costs of such audit by an independent certified public accountant of reputable standing. In making the calculations required hereunder, Tenant and City shall apply generally accepted accounting principles, consistently applied. If the Premises is being used by an entity who is not the Tenant hereunder (such as in the case of a sublease), Tenant shall require as a condition of that sublease that any sublessee who uses the Premises for a Retail Use shall make its books and records available to City Representative for the purposes of the review discussed by this paragraph. For the purposes of verifying its compliance with the requirements for creation and retention of 400 net new jobs within the King of Freight Additional Retail Rent Period described above, King of Freight LLC and all entities which have merged with or been acquired by King of Freight LLC shall certify to the City of Wichita at the time this Sublease: Lease is assigned to a King of Freight Entity the rentable area number of jobs for employees whose main offices are contained within the corporate limits of the Sublet Premises mean 25,697 square feetCity of Wichita, which is the agreed rentable square foot area Kansas that are currently provided by King of Freight LLC and its entities as of the Sublet Premises; date that this Lease was first assigned to a King of Freight Entity. Annually on the anniversary of the assignment of this Lease to a King of Freight Entity, King of Freight LLC shall make a certification as to the number of net new jobs created for employees whose main offices are contained within the corporate limits of the City of Wichita by King of Freight LLC and its entities, Kansas and the rentable area average wage of the Building shall mean 114,782 square feet, which is workers in these new positions. At any time upon the agreed rentable square foot area request of the Building; City of Wichita, King of Freight LLC and “Sublessee’s Share” all entities which have merged with or been acquired by King of Freight LLC shall make available to City Representative the wage records for each new employee position created within the Wichita City Limits, subject to redaction of individually identifiable employee information. King of Freight LLC shall also be deemed entitled to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, make such certifications as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred number of net new jobs on a more frequent than annual basis if desired by Sublessor pursuant to Article 4 King of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeFreight LLC.

Additional Rent. For (i) In addition to Base Rent, commencing on the purposes Improved Space Commencement Date respecting the Improved Space and the Unimproved Space Commencement Date respecting the Unimproved Space, Subtenant agrees to pay as additional rent: (i) within fifteen (15) days (or such shorter period if required under the Master Lease) Subtenant’s Share (as defined below) of this Sublease: Direct Expenses; (ii) within fifteen (15) days (or such shorter period if required under the rentable area of Master Lease) following written invoice or demand therefor, any utility (except to the Sublet Premises mean 25,697 square feetextent payable directly by Subtenant to the utility company), which is cleaning and janitorial charges and similar costs and expenses, personal property taxes, and insurance costs, paid by Sublandlord with respect to the agreed rentable square foot area of the Sublet Subleased Premises; and (iii) except as otherwise provided in this Sublease, within fifteen (15) days following written invoice or demand therefor (or such shorter period if required under the rentable area Master Lease), all other sums and other charges required to be paid by Subtenant under this Sublease (the foregoing, collectively, “Additional Rent”) (Base Rent and Additional Rent are collectively referred to herein as “Rent”); provided, however, Subtenant shall only have an obligation to pay for janitorial or cleaning costs incurred by Sublandlord to the extent such costs are incurred as a result of such provider servicing the Subleased Premises and Subtenant has elected to use such provider, otherwise Subtenant shall pay for its own janitorial and cleaning costs with any other vendor. Sublandlord shall bill Subtenant, in accordance with the immediately preceding sentence, for its share of the Building shall mean 114,782 square feetcost of cleaning, repairing, maintaining, and replacing, as applicable, the restroom and related facilities within the purple-shaded area depicted on the Site Plan, which is the agreed rentable square foot area of the Building; share shall be without mark-up and made in Sublandlord’s good faith discretion. As used in this Sublease, “SublesseeSubtenant’s Share” shall be deemed to mean 22.39%, which is defined as (1) 6.01% from the agreed percentage obtained by dividing 25,697 by 114,782. In Improved Space Commencement Date until the event that day immediately before the Unimproved Space Commencement Date (based on approximately 16,967 rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable feet in the jurisdiction where Improved Space divided by approximately 282,085 rentable square feet in the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional RentPremises), and (b2) dispute such calculations 19.41% from the Unimproved Space Commencement Date until the expiration or earlier termination of the Term (based on the sum of approximately 37,782 rentable square feet in the Unimproved Space and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including approximately 16,967 rentable square feet in the reasonable accountants and attorneys fees) incurred Improved Space divided by Sublessor approximately 282,085 rentable square feet in connection with such dispute.the Premises);

Additional Rent. For the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases Additional Rent is payable in charges incurred by Sublessor pursuant to Article 4 Years 1, 2 , and 3 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006Term shall be capped as follows; (i) Year 1 $216.07 per month; (ii) Year 2 $416.07 per month; and (biii) any increases in charges incurred by Sublessor pursuant to provisions Year 3 $616.07 per month; . Commencing the first day of the Prime Lease other than Article 3 or Year 4 of the Prime Lease, the Tenant will pay to the Landlord as Additional Rent: (i) the Tenant’s Proportionate Share of the Operating Costs; (ii) the Tenant’s allocated portion of Taxes as provided however that Sublessee shall pay 100% in clause 6.1; (iii) the HVAC Costs incurred in respect of the Premises or allocated by the Landlord to the Premises in accordance with clause 6.2; (iv) the costs of all charges payable for electricity utilities as provided in clause 10.1; and (v) all other sums of money required under this Lease to be paid to the Landlord by the Tenant whether or not designated as Additional Rent, other than Minimum Rent . (b) In each Lease Year, the Tenant will pay as Additional Rent, and discharge when they become payable, all taxes, rates, duties, and assessments and other utilities supplied to charges that may be levied, rated, charged, or assessed against the Sublet Leasehold Improvements (including, without limitation, the trade fixtures), and furniture, equipment, or facilities of the Tenant on or comprising part of the Premises; 100% , and every tax and licence fee in respect of all charges for services supplied to every business or activity conducted on or from the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; andPremises. (c) If applicable any of the amounts referred to in subclauses 4.3(a) or 4.3(b) is not paid at the jurisdiction where time required under this Lease, it will be collectible as Additional Rent with the Sublet Premises are situatednext instalment of Rent falling due, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied but nothing in this Lease suspends or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with delays the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies any amount of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written requestmoney when it becomes payable, Sublessor shall exercise its rights pursuant to Section 4.6 or limits any other remedy of the Prime Lease Landlord. (d) The Tenant will pay to (a) request documentation evidencing the accuracy Landlord applicable GST and/or HST either at the same time and in the same manner as monthly payments of Landlord’s calculations Rent are payable, or at the time the taxing authority in respect of Additional RentGST and/or HST requires them to be paid by the Landlord or the Tenant, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputewhichever is earlier.

Additional Rent. For (1) Beginning with the purposes payment of this Sublease: Fixed Rent due for the rentable area 13th full calendar month of the Sublet Premises mean 25,697 Term, Sublessee shall pay to Sublessor, as Additional Rent, Sublessee's Proportionate Share, as hereinafter defined, of such amounts as Sublessor from time to time gives notice to Sublessee that Sublessor is obligated to pay to Landlord in respect of Operating Costs, including estimated payments thereof, under and pursuant to Section 4.2 of the Lease, but only to the extent such payments on an annualized basis, exceed, or are reasonably estimated by Sublessor to exceed, $9.50 per rentable square feetfeet per year. Sublessee shall be entitled to Sublessee's Proportionate Share of any credit or refund as and when received by Sublessor, and shall pay Sublessee's Proportionate Share of any additional payment request to be made by Sublessor for Operating Costs in excess of $9.50 per rentable square feet per year as a result of the final determination of Operating Costs for any calendar year as Section 4.2 of the Lease provided. Sublessee's Proportionate share shall be a fraction, the numerator of which is the agreed rentable square foot area of feet in the Sublet Premises; Subleased Premises and the rentable area denominator of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of feet in the Building; , currently 50,345/201,378 or 25%. (2) All amounts payable by Sublessee to Sublessor pursuant to this Sublease, including, without limitation, Fixed Rent and “Sublessee’s Share” Additional Rent, shall be deemed to mean 22.39%be and shall constitute rent for all purposes hereunder and, which is the agreed percentage obtained by dividing 25,697 by 114,782. In in the event that of any non-payment thereof, Sublessor shall have all of the rentable square foot area leased by rights and remedies provided herein (including, without limitation, those rights and remedies set forth in Section 10 hereof), at law or in equity for non-payment of rent. The obligation of Sublessee to pay all amounts to Sublessor of Fixed Rent and Additional Rent due hereunder and under the Prime Lease shall be increased or decreased arising during the term of this the Sublease, Sublessee’s Share as incorporated herein and as modified hereby, shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by survive the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 Expiration Date or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision earlier termination of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute.

Additional Rent. For TENANT hereby acknowledges and agrees that LANDLORD shall incur various charges, costs and expenses in conjunction with the purposes operation and maintenance of LANDLORD'S PROPERTY, particularly the OFFICE BUILDING, pursuant to this LEASE (which 3 7 charges, costs and expenses are hereinafter collectively referred to as "OPERATING COSTS") which OPERATING COSTS are more fully described in "EXHIBIT C", attached hereto and made a part hereof. TENANT hereby agrees that it shall pay to LANDLORD, in addition to the rent hereinabove referred to, a portion of such OPERATING COSTS, which portion shall be determined by a ratio having as its numerator the total number of square feet contained in the PREMISES and as its denominator, the total number of square feet contained in the OFFICE BUILDING (which ratio is hereinafter referred to as "TENANT'S PRO RATA SHARE"). LANDLORD and TENANT hereby mutually acknowledge and agree that, as of the date of execution of this Sublease: LEASE, TENANT'S PRO RATA SHARE is 66 2/3%, the rentable area exact amount of which shall be determined upon delivery of exclusive possession and certified to in writing, which writing shall be signed by LANDLORD and TENANT. Further, LANDLORD shall have the right to make a good faith estimate as to the OPERATING COSTS which LANDLORD reasonably expects to incur within any calendar year and provide TENANT with written notification of such estimate (as well as reasonable detail concerning its calculation) and TENANT shall pay to LANDLORD one-twelfth (1/12) of such annual estimate, together with TENANT'S rent, without further notice or demand, based upon LANDLORD'S most recent notice of TENANT'S PRO RATA SHARE of the Sublet Premises mean 25,697 OPERATING COSTS. LANDLORD'S preliminary estimate of such OPERATING COSTS is $6.20 per square feetfoot. LANDLORD shall, within three (3) months after the close of each calendar year, provide TENANT with an itemized statement setting forth the actual OPERATING COSTS incurred by the LANDLORD during said calendar year, as well as TENANT'S PRO RATA SHARE thereof. Should the total of the TENANT'S estimated monthly payments actually made for such year be less than TENANT'S PRO RATA SHARE, TENANT shall pay to LANDLORD the full amount of any such deficiency within one (1) month after the date of receipt of LANDLORD'S itemized statement. Should the total of TENANT'S estimated monthly payments actually made be greater than the TENANT'S PRO RATA SHARE of the increase in such OPERATING COSTS, TENANT shall be entitled to a credit for the full amount of any such excess, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” credit shall be deemed set off against estimated monthly payments to mean 22.39%be made in the future, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during unless the term of this SubleaseLEASE has expired, Sublessee’s Share in which case, such credit shall be recalculated paid to TENANT at the time of rendering the itemized statement. LANDLORD shall keep books and records reflecting actual Operating Expenses as calculated in accordance with ANSI Z65.1-1996generally accepted accounting principles consistently applied. TENANT shall have the right, as promulgated exercisable within one (1) month after receipt of LANDLORD'S annual itemized statement, upon giving two (2) days prior written notice, at any time during normal business hours, to audit, with accountants selected by the Building Owners TENANT, LANDLORD'S books and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant records relating to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease OPERATING COSTS for the calendar year ending December 31time period covered in such statement. Any excess charge discovered as a result of such audit shall be credited against future monthly installments of annual estimates, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of unless the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision then term of this Sublease; and (c) If applicable LEASE shall have expired, in which event, the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes full amount of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments excess shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant immediately paid to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputetenant.

Additional Rent. For (a) In addition to the purposes annual Fixed Rent reserved in Section 3 of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; Subtenant covenants and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed agrees to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased pay to Novartis as additional rent for each calendar year or decreased portion thereon during the term of this Sublease, Sublesseethe following: (i) Beginning on the Commencement Date for SP#1 and ending on the date immediately preceding the date that the term of this Sublease with respect to the SP#2 portion of the Sublease Premises shall commence, Subtenant shall pay to Novartis the Subtenant’s Proportionate Share of Taxes (including Condominium Taxes), which shall be recalculated include all amounts that are paid by Novartis in accordance with ANSI Z65.1-1996the provisions of Sections 10.1 and 10.2 of the ▇▇▇▇▇▇▇▇▇. For purposes of this Sublease, as promulgated during the period of the term of this Sublease described in the immediately preceding sentence, Subtenant’s Proportionate Share of Taxes (including Condominium Taxes) shall be 19.95% (representing the fraction, the numerator of which shall be 50,957 [the square footage of the SP#1 portion of the Subleased Premises] and the denominator of which shall be the 255,441) multiplied by the Building Owners total amount paid by Novartis in accordance with the provisions of Sections 10.1 and Managers Association. Sublessee 10.2 of the ▇▇▇▇▇▇▇▇▇. (ii) From and after the date upon which the term of the SP#2 portion of the Sublease Premises shall commence through the Expiration Date, Subtenant shall continue to pay to Novartis the Subtenant’s Proportionate Tax Share of Taxes (including Condominium Taxes) shall be 27.15% (representing the fraction, the numerator of which shall be 69,358 and the denominator of which shall be the 255,441), multiplied by the total amounts paid by Novartis during this period in accordance with the provisions of Sections 10.1 and 10.2 of the ▇▇▇▇▇▇▇▇▇. (iii) Beginning on the Commencement Date for SP#1 and ending on the day immediately preceding the date that the term of this Sublease with respect to the SP#2 portion of the Sublease Premises shall commence, Subtenant shall pay to Novartis the Subtenant’s Proportionate Share of Building Operating Costs and Condominium Operating Costs, which shall include all amounts that are paid by Novartis in accordance with the provisions of Sections 10.1 and 10.3 of the ▇▇▇▇▇▇▇▇▇. For purposes of this Sublease, during the period of the term of this Sublease described in the immediately preceding sentence, Subtenant’s Proportionate Share of Building Operating Costs and Condominium Operating Costs shall be 19.95% (representing the fraction, the numerator of which shall be 50,957 [the square footage of the SP#1 portion of the Subleased Premises] and the denominator of which shall be the 255,441). multiplied by the total amount paid by Novartis in accordance with the provisions of Sections 10.1 and 10.2 of the ▇▇▇▇▇▇▇▇▇. (iv) From and after the date upon which the term of the SP#2 portion of the Sublease Premises shall commence through the Expiration Date, Subtenant shall continue to pay to Novartis the Subtenant’s Proportionate Share of Building Operating Costs and Condominium Operating Costs shall be 27.15% (representing the fraction, the numerator of which shall be 69,358 and the denominator of which shall be the 255,441), multiplied by the total amounts paid by Novartis during this period in accordance with the provisions of Sections 10.1 and 10.2 of the ▇▇▇▇▇▇▇▇▇. (v) Beginning on the Commencement Date for SP#1, the Subtenant’s use of electricity on the; (i) fifth (5th) floor of the Sublease Premises shall be measured by a submeter installed and maintained by Novartis on the fifth (5th) floor, and (ii) on that portion of the sixth (6th) floor of the Sublease Premises that is included in the SP#1 portion of the Sublease Premises equal to 53.02% of the total usage measured by the submeter installed and maintained by Novartis on the sixth (6th) floor. Beginning on the Commencement Date for SP#2, through the Expiration Date, the Subtenant’s use of electricity on each floor of the Sublease Premises shall be measured by the submeters on the fifth (5th) and sixth (6th) floors respectively. Within twenty (20) days following the delivery of an invoice to Subtenant, Subtenant shall pay to Novartis, the amount charged to Novartis for the Subtenant’s electric usage as Additional Rent as shown on the submeters for each applicable period during the term of this Sublease. (vi) Beginning on the Commencement Date, the Subtenant shall have the right to use the Building domestic cold water supply, Building non-potable cold and when Sublessor’s payments are due from Sublessor pursuant hot water supply and the Building low pressure steam supply (collectively, the “Separately Invoiced Shared Services”). Beginning on the Commencement Date for SP#1 and ending on the date immediately preceding the date that the term of this Sublease with respect to the Prime Lease SublesseeSP#2 portion of the Sublease Premises shall commence, Subtenant shall pay to Novartis Subtenant’s Proportionate Share of:(19.95%) of the Separately Invoiced Shared Services billed to Novartis by the applicable service provider. From and after the date upon which the term of the SP#2 portion of the Sublease Premises shall commence through the Expiration Date, Subtenant shall continue to pay to Novartis the Subtenant’s Proportionate Share (27.15%) of the Separately Invoiced Shared Services billed to Novartis by the applicable service provider. This billing rate can be adjusted by Novartis based on any increase in Subtenant consumption. Subtenant is responsible for any modifications to existing system to accommodate any improvements or alterations performed by Subtenant. (avii) any increases in charges incurred by Sublessor pursuant to Article 4 Beginning on the Commencement Date for the SP#1 portion of the Prime Lease over sums incurred by Sublessor pursuant Sublease Premises through the Expiration Date, Subtenant shall pay to Article 4 Novartis a Management Fee in an amount equal three percent (3%) of the Prime Lease monthly Fixed Rent payable by Subtenant under this Sublease. The Management Fee shall be payable together with the Fixed Rent in advance in equal monthly installments on the first day of each and every calendar month, except that if either of the Commencement Date for SP#1 or SP#2 is a day other than the first day of a calendar month, or if the Expiration Date is a day other than the last day of a calendar month, the monthly installments of Management Fee for the calendar year ending December 31, 2006; andmonths in which occur the Commencement Date and/or the Expiration Date shall be prorated accordingly. (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied In addition to the Sublet Premises; 100% annual Fixed Rent reserved in Section 3 hereof, Subtenant covenants and agrees to pay Novartis, as additional rent for each calendar year or portion thereof during the term of all charges for this Sublease any sum payable by Novartis as additional rent to Overlandlord as a result of: (i) any services supplied by Overlandlord to the Sublet Sublease Premises at Subtenant’s request, (except as otherwise set forth ii) any work performed by Subtenant in the Sublease Premises, (iii) any act or omission of Subtenant, or (iv) any default by Subtenant of its obligations under this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and. (c) If applicable Subtenant shall pay Novartis the additional rent set forth in Sections 4 (a)(i), (a)(ii), (a)(iii) and (a)(iv) of this Sublease in equal monthly installments (as same may be adjusted from time to time in accordance with the provisions of this Sublease) on the first day of each month during the period that such additional rent is due and payable, together with the monthly installments of Fixed Rent. Novartis shall notify Subtenant of an increase in the jurisdiction where the Sublet Premises are situatedadditional rent payments set forth in Sections 4 (a)(i), Sublessee (a)(ii), (a)(iii) and (a)(iv) and Subtenant shall pay the increased amount of such payments monthly, as provided above. Novartis will provide Subtenant with Overlandlord’s invoices and documentation substantiating such additional rent demands and will cooperate with Subtenant in requesting such other and further documentation from Overlandlord as may be liable for all rentalreasonably necessary to calculate such additional rents. With respect to the additional rent set forth in paragraph (b), salesNovartis shall give Subtenant prompt notice of such additional rent, use and other similar taxesSubtenant shall pay the amounts set forth therein promptly and in no event later than thirty (30) days after the presentation of a written statement therefor and payment thereof by Novartis to Overlandlord. Subtenant covenants to pay the additional rent when due, if anyand in lawful money of the United States. Any delay by Overlandlord or Novartis in billing any sum set forth in Sections 4 (a)(i), (excluding income taxes a)(ii), (a)(iii) and (a)(iv) shall not constitute a waiver of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant way impair Subtenant’s obligation to pay the same in accordance with the terms of this Sublease. Any such payments shall be made concurrently with If the payment Overlandlord notifies Novartis under the terms of the Rent upon which ▇▇▇▇▇▇▇▇▇ that Novartis has paid to Overlandlord more in estimated additional rent under the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor ▇▇▇▇▇▇▇▇▇ than the actual amount due from Landlord in support of calculations of Novartis under the ▇▇▇▇▇▇▇▇▇ (the “Overpaid Additional Rent payable by Sublessee Amount”), then Novartis shall notify Subtenant that Subtenant has paid to Novartis more in estimated additional rent under this Sublease than the actual amount due from Subtenant under this Sublease. At Sublessee’s written requestProvided that Subtenant is not in default under the terms of this Sublease after notice and the expiration of any applicable cure period, Sublessor shall exercise its rights to the extent Novartis receives either (i) the right to offset the amount of the Overpaid Additional Rent Amount against the next installment of Yearly Rent, or (ii) a refund of the Overpaid Additional Rent from Overlandlord pursuant to Section 4.6 the terms of the Prime Lease ▇▇▇▇▇▇▇▇▇, then Subtenant shall have the right to (ax) request documentation evidencing offset the accuracy Subtenant’s Proportionate Share of Landlord’s calculations the Overpaid Additional Rent Amount against the next installment of Additional RentFixed Rent due Novartis under this Sublease, and or (by) dispute such calculations and seek to have them adjusted, receive a refund from Novartis (provided that Sublessee Novartis first receives a cash refund from the Overlandlord under the terms of the ▇▇▇▇▇▇▇▇▇) in the amount of the Subtenant’s Proportionate Share of the Overpaid Additional Rent Amount, as the case may be, for the applicable year. If Subtenant has paid less than the actual additional rent due under this Section 4, Subtenant shall pay Sublessor any deficiency to Novartis within thirty (30) days following receipt of the reconciliation documentation from Novartis. (d) Notwithstanding anything to the contrary contained herein, if (i) Overlandlord shall give Novartis a ▇▇▇▇ or statement for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor additional rent provided for in this Section 4 in connection with Subtenant’s use or occupancy of the Sublease Premises, and / or (ii) Novartis shall give a ▇▇▇▇ or statement for additional rent provided for in this Section 4 in connection with Subtenant’s use or occupancy of the Sublease Premises (as the case may be), after the Expiration Date, Subtenant’s obligation to pay such disputeadditional rent shall survive the Expiration Date. (e) The parties hereby agree that Novartis shall have all the rights and remedies with respect to the nonpayment by Subtenant of Fixed Rent and additional rent and all costs, charges and expenses to be paid by Subtenant as are provided in this Sublease, the ▇▇▇▇▇▇▇▇▇ or by law. (f) Subtenant agrees that Novartis alone shall have the right to inspect or audit the Overlandlord’s records relating to Building Operating Costs pursuant to the terms of Section 10.7 of the ▇▇▇▇▇▇▇▇▇. However, Subtenant shall have the right from time to time during the term of this Sublease, to provide a written request that Novartis exercise the inspection and audit rights granted to Novartis under Section 10.7 of the ▇▇▇▇▇▇▇▇▇. Subtenant shall include an explanation setting forth in reasonable detail the information supporting Subtenant’s request, and such written request must be received by Novartis no later than ninety (90) days after Novartis’s receipt of the Year End Statement, time being of the essence. Following Novartis’s receipt of any request from Subtenant which is made in accordance with the provisions of this Section 4(f), Novartis shall have the right to elect to exercise (or not) Novartis’s right to inspect or audit the Overlandlord’s records relating to Building Operating Costs pursuant to the terms of Section 10.7 in Novartis’s sole and absolute discretion and without any liability to Subtenant.

Additional Rent. For Commencing on the purposes of this Subleaseearlier of: (i) the rentable area of Delivery Date for each Building or (ii) the Sublet Premises mean 25,697 square feetCommencement Date for the applicable Building, which is Subtenant shall pay to Sublandlord, as additional rent (“Additional Rent”), all Additional Charges (as defined in the agreed rentable square foot area of the Sublet Premises; Prime Lease), including but not limited to Real Estate Taxes, Expenses, and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained all other such amounts payable by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor Sublandlord under the Prime Lease allocable to such Building, and, following the Building 20 and 21 Commencement Date for the entire Demised Premises (excluding Specific Default Charges). As used herein, “Specific Default Charges” shall be increased mean, to the extent not caused in whole or decreased during in part by Subtenant’s default hereunder, any amounts resulting solely from a default by Sublandlord under the term Prime Lease and identified in a notice of this Subleasedefault delivered by Prime Landlord to Sublandlord, Sublessee’s Share which amounts may include, without limitation, any late fees or interest payable by Sublandlord pursuant to Section 4(e) of the Prime Lease. Without limiting the generality of the foregoing, Subtenant shall be recalculated in accordance with ANSI Z65.1-1996pay to Sublandlord, as promulgated Additional Rent, all charges for (i) alterations (excluding charges for alterations made by Sublandlord prior to the Building Owners date hereof), (ii) all amounts payable to by Subtenant pursuant to Section 2(c) of the Work Letter Agreement attached as Exhibit B hereto, (iii) any additional services provided to the Demised Premises or otherwise in connection with the Prime Lease, including, without limitation, charges and Managers Associationfees for after-hours heating and air conditioning services, if any, and (iv) all costs for electricity consumed at the Demised Premises. Sublessee Sublandlord shall pay as Additional Rent as provide Subtenant with copies of all relevant statements and when Sublessor’s payments are due from Sublessor bills received by Sublandlord pursuant to the applicable provisions of the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor Lease. Subtenant shall pay one-twelth of the annual Expenses and Real Property Taxes, as defined and estimated pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant Lease, to Article 4 Sublandlord together with each monthly payment of the Prime Lease for the calendar year ending December 31, 2006; and (bBase Rent subject to annual reconciliation in accordance with Section 4(c)(3) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease. Notwithstanding the foregoing, provided however that Sublessee if the Prime Lease requires Sublandlord to pay Expenses or Real Estate Taxes other than on a monthly basis based on estimates of such costs, Subtenant shall make payments of each element of Expenses or Real Estate Taxes on the later of (i) two (2) business days prior to the date on which Sublandlord is obligated to pay the applicable sum under the Prime Lease (only if the applicable element of Expenses and/or Real Estate Taxes is payable by Sublandlord under the Prime Lease), or (ii) twenty (20) business days after receipt of a statement from Sublandlord setting forth the amount of Real Estate Taxes and/or Expenses due. Subtenant shall pay 100% all other Additional Rent within twenty (20) business days after receipt of all charges payable for electricity and other utilities supplied an invoice therefore from Sublandlord. Subtenant’s obligation to pay Additional Rent shall survive the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision expiration or earlier termination of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute.

Additional Rent. The rent payable under Section 1.06 above is determined, in part, on Landlord's estimate of operating expense (as defined in the subsection 3.05(d) below) during the calendar year in which the lease commences. Tenant agrees to pay additional rent in accordance with Section 3.01 and the following provisions. (a) In the event that operating expenses for a calendar year during the Lease Term exceed $0.85 per square foot of the Property as set forth in Section 1.06 above. Landlord shall give Tenant written notification thereof, and within thirty (30) days after receipt of such notice Tenant shall pay to Landlord as additional rent, such excess determined by multiplying such excess by the square feet of the Property (the "additional rent"). For the purposes purpose of this Sublease: Lease in regard to Additional Rent for the rentable area Property, Suite 706 represents 12.50% of the Sublet Premises mean 25,697 380,109 square feetfeet that are stipulated in the office/warehouse category of operating expenses at Regal Business Center. Upon written request during such thirty-day period Tenant may, which is at its own expense, audit Landlord's books and records relevant to the agreed rentable square foot area additional rent due under this subsection 3.05 (a) Tenant shall provide to Landlord a copy of any such audit. Tenant may object to the Sublet Premisesadditional rent by notifying Landlord in writing during such thirty-day period; and however if Tenant does not object to the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” additional rent charged hereunder within thirty (30) days. Tenant shall be deemed to mean 22.39%have agreed to such additional rent. Tenant shall timely pay the additional rent notwithstanding Tenant's objection thereto and/or any audit by Tenant of Landlord's books and records. If any audit by Tenant discloses that Tenant's payment, hereunder exceeds the actual amount of such additional rent, Landlord shall reimburse the difference between the actual amount of Tenant's payment and the amount that Tenant is obligated to pay under this subsection 3.05(a); provided, however, if any such audit discloses that Tenant's payment hereunder is less than the actual amount of additional rent due under this subsection 3.05(a), Tenant shall immediately pay to Landlord such shortfall. (b) Effective January 1 in any year following a year of the Lease Term in which there is additional rent, the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease rent per year set out in Section 1.06 shall be increased or decreased by an amount equal to the additional rent payable during the term immediately preceding year; provided, however, the terms of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of:subsection 3.05 (a) any increases shall continue in charges incurred full force and effect notwithstanding the increase in the rent under this subsection 3.05(b). On or before April 30 of every calendar year during the Lease Term (other than the year in which the lease commences) Landlord shall deliver to Tenant a statement including (i) the previous calendar year's operating expenses for the Property and (ii) the additional rent due or the amount of additional rent previously paid by Sublessor Tenant but due for reimbursement to Tenant, if any, pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied subsection 3.05(a). Notwithstanding anything to the Sublet Premises; 100% of all charges for services supplied to contrary contained in this subsection 3.05(b), the Sublet Premises (except as otherwise rent shall never be less than the rent set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; andSection 1.06. (c) If applicable in the jurisdiction where the Sublet Premises are situatedNotwithstanding any expiration or earlier termination of this Lease, Sublessee Tenant shall pay and be liable for all rental, sales, use and other similar taxesadditional rent, if any, under this Lease for all days through and including the date of such expiration or termination. Upon expiration of the Lease or in the event of any earlier termination, Landlord may estimate the amount of any unpaid additional rent due from Tenant for the remaining term of the Lease and present such estimate to Tenant within thirty (excluding income 30) days prior to the expiration or termination of the Lease Term. Tenant shall pay such amount to Landlord upon demand, subject to adjustment as set forth in subsection 3.05(b) above. Tenant's obligation to pay additional rent under this Lease and Landlord's and Tenant's obligation to make the adjustment required under subsection 3.05(b) above shall survive any expiration or termination of this Lease. (d) The term "operating expense" includes all costs and expenses of owning, operating, maintaining, and managing the Property, including, without limitation, maintenance and repair costs, Landlord's utility costs, security, janitorial services, trash and snow removal, landscaping and pest control, services, supplies, replacements, and all other expenses for maintaining and operating the Property, (including the common area and parking areas. The term "operating expenses" also includes all real estate taxes and special assessments and landlord's casualty and liability insurance premiums and rental interruption insurance. (e) The term "real estate taxes" include any tax, general or special assessment, or levy or charge of Sublessor) levied or any kind whatsoever imposed by any governmental or municipal authority having authority entity on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment interest of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable the Property or the right to receive rent or other income from the Property, whether measured by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 the value of the Prime Lease to (a) request documentation evidencing the accuracy of real property and improvements or otherwise. Real estate taxes shall not include, however, Landlord’s calculations of Additional Rent's federal or state net income tax, and (b) dispute such calculations and seek to have them adjustedfranchise tax, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeor estate, gift or inheritance tax.

Additional Rent. For i. All amounts other than Fixed Annual Rent that are due to Sub-Sublandlord from Sub-Subtenant under this Sub-Sublease are hereinafter referred to collectively as “Additional Rent”. Fixed Annual Rent and Additional Rent may be referred to collectively as “Rent”. The obligation of Sub-Subtenant to pay Rent and other sums to Sub-Sublandlord and the purposes obligations of Sub-Sublandlord are independent obligations. Except as expressly provided in this Sub-Sublease: , Sub-Subtenant shall have no right at any time to ▇▇▇▇▇, withhold, reduce or set off any Rent due hereunder. ii. From and after the rentable area Sub-Sublease Rent Commencement Date and during the remainder of the Sublet Premises mean 25,697 square feetSub-Sublease Term, Sub-Subtenant shall pay to Sub-Sublandlord, as Additional Rent, one hundred percent (100%) of Sub-Sublandlord’s obligations to make payments to Sublandlord pursuant to Section 4.04 of the Sublease of (i) Operating Expenses, (ii) Taxes, (iii) Landlord’s Property Management Fee, and (iv) Tenant’s Share of Operating Expenses for the Garage, the Project, the Campus and the Premises, which is allocable to the agreed rentable square foot area Premises, in the manner and at the same time as set forth in Section 5(a) above with respect to Fixed Annual Rent. iii. Sub-Sublandlord shall, within a reasonable period of time after Sub-Sublandlord receives corresponding notices or statements from Sublandlord of the Sublet Premises; and the rentable area estimated monthly payments of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article under Section 4 of the Prime Lease over sums incurred by Sublessor pursuant Sublease for the Premises, provide to Article 4 Sub-Subtenant a good faith estimate of the Prime Lease Additional Rent payable from Sub-Subtenant under this Section 5(b) for the any calendar year ending December 31(or part thereof) during the Sub-Sublease Term that such amounts are due, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee and Sub-Subtenant shall pay 100% of all charges payable for electricity to Sub-Sublandlord, at the times and other utilities supplied to in the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise manner set forth in this SubleaseSection 5(a) and 100% above with respect to Fixed Annual Rent, an amount equal to 1/12th of all such charges resulting from Sublessee’s violation good faith estimate (to the extent provided) Additional Rent due for such calendar year or part thereof. Within thirty (30) days following receipt by Sub-Sublandlord of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment annual reconciliation statement of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, as applicable, Sub-Sublandlord will send to Sub-Subtenant a statement together with relevant, non-confidential documentation, establishing the actual Additional Rent payments, as applicable, for such year. If Sub-Subtenant has paid more in estimated Additional Rent under this Section than the actual amount due from Sub-Subtenant for the applicable year, Sub-Sublandlord shall credit such excess against subsequent obligations of Sub-Subtenant for Additional Rent (or refund such excess to Sub-Subtenant within thirty (30) days if the Sub-Sublease Term has ended and (b) dispute such calculations and seek Sub-Subtenant has no further obligation to have them adjustedSub-Sublandlord). If Sub-Subtenant has paid less than the actual Additional Rent due under this Section 5(b), provided that Sublessee Sub-Subtenant shall pay Sublessor for any and all out deficiency to Sub-Sublandlord within thirty (30) days following receipt of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputereconciliation documentation from Sub-Sublandlord.

Additional Rent. For the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases Subtenant shall pay, in charges incurred by Sublessor addition to the Base Rent, its Proportionate Share (as hereafter defined) of Sublandlord's Share of Excess Property Taxes and Sublandlord's Share of Excess Operating Costs, pursuant to Article 4 Section 4.4 and 4.5 of the Prime Lease over sums incurred as additional rent (which payments, in addition to those payments set forth in Section 7(b) and any other amounts due hereunder, are referred to as "ADDITIONAL RENT"). For purposes of calculating such excess amounts, the term "Operating Cost Base Year" shall be calendar year 2005, and "Property Tax Base Year" shall be fiscal tax year 2005. All payments due by Sublessor pursuant to Article 4 Subtenant under this Section 7(a) shall be made at least ten (10) days in advance of the date comparable payments are due by Sublandlord under the Prime Lease for Lease, but no sooner than twenty (20) days after Sublandlord has provided Subtenant with an invoice and detailed support and calculation of such Additional Rent. Subtenant's obligations hereunder to the calendar year ending December 31extent accrued prior to the Sublease expiration date, shall survive the expiration of the Sublease. From the Commencement Date through June 30, 2006; and, Subtenant's "PROPORTIONATE SHARE" with respect to the Demised Premises shall be equal to 10,455 square feet divided by 54,162 square feet, as set forth in the Prime Lease. From July 1, 2006 through January 11, 2008, Subtenant's Proportionate Share with respect to the Demised Premises shall be equal to 26,614 divided by 54,162 square feet. (b) any increases in Subtenant shall also pay as Additional Rent, commencing on the Commencement Date, its Proportionate Share of all utility charges incurred by Sublessor Sublandlord pursuant to provisions of the Prime Lease other than Article 3 or 4 Section 4.3 of the Prime Lease, provided however that Sublessee . Subtenant shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting within thirty (30) days of receipt of billing from Sublessee’s violation Sublandlord. If Sublandlord or other subtenants operate any high energy consumption equipment in excess of standard office equipment, Sublandlord covenants and agrees to adjust such utility charges, by subtracting the cost of the electricity reasonably estimated to be used for the operation thereof, prior to calculating Subtenant's Proportionate Share. If Subtenant operates any provision high energy consumption equipment in excess of this Sublease; and (c) If applicable in standard office equipment, Subtenant covenants and agrees to pay, as an additional charge, the jurisdiction where cost of the Sublet Premises are situated, Sublessee shall pay and electricity reasonably estimated to be liable used for all rental, sales, use and other similar taxesthe operation thereof. In addition, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute.Subtenant

Additional Rent. For the purposes If Landlord shall give its consent to any assignment of this Sublease: Lease or to any sublease, Tenant, in consideration therefor, shall pay the rentable area following to Landlord, as Additional Rent: 16.5.1 In the case of an assignemtn an amount equal to 50% of all sums and other consideration paid to Tenant by the assignee for or by reason of such assignment (including, bu tnot limited to, sums paid for the sale of Tenant's fixtures, leasehold improvements, equipment, furniture, furnishings or ▇▇▇▇▇ personal property, less, in the case of a sale thereof, the then net unamotized or underpreciate cost thereof to Tenant determined on the basis of Tenant's federal income tax returns); and 16.5.2 In the case of a sublease, 50% of any rents, additional charges an other consideration payable under the sublease to Tenant by the subtenant in excess of the Sublet Premises mean 25,697 square feetBase Rent, which is the agreed rentable square foot area of the Sublet Premises; Additional Rent and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased Othe Charges accruing during the term of this Subleasethe sublease in respect of the subleased space (at the rate per square foot payble by Tenant hereunder) pursuant to the terms hereof (including, Sublessee’s Share but not limited to, sums paid for the sale or rental of Tenant's fixtures, leasehold improvements, equipment, furniture or other personal property, less, in the case of the sale thereof, an amount equal to the then net unamortized or undepreciated cost thereof to Tenant determined on the basis of Tenant's federal income tax returns, which amount shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by amortized on a straight line basis over the Building Owners and Managers Association. Sublessee term of such sublease). 16.5.3 The sums payable under Section 16.5 shall pay as Additional Rent be paid to Landlord as and when Sublessor’s payments are due from Sublessor pursuant paid by the assignee or subtenant to Tenant. 16.5.4 Anything in this Article 16 to the Prime Lease Sublessee’s Share of: (a) contrary notwithstanding but provided Tenant shall have obtained from Landlord any increases in charges incurred by Sublessor pursuant consent which Tenant is obligated to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee obtain pursuant to this Sublease. Any such payments Article 16, Tenant shall be made concurrently with have the payment righ to sublease 25% of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant demised premises or any lessor amount to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Renta sole sublessee, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputesubletting Tenant shall not be obligated to pay Additional Rent to Landlord as outlined in this Section 16.5.

Additional Rent. For In accordance with the purposes Prime Lease, in addition to the above Monthly Base Rent, commencing on the Commencement Date, Subtenant shall pay to Sublandlord as Additional Rent, in monthly installments in advance on or before the first day of this Sublease: the rentable area each full calendar month of the Sublet Premises mean 25,697 square feet, which is Term (or within three (3) business days of written demand by Sublandlord to Subtenant if the agreed rentable square foot area of amounts are not a known amount or if the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained amounts are not paid on an estimated basis with year end reconciliation) all amounts payable by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor Sublandlord pursuant to the Prime Lease Sublessee’s Share of: to the extent applicable to the Subleased Premises (a) any increases in charges incurred e.g., 53.33% of all Operating Costs Reimbursements payable by Sublessor pursuant to Article 4 Sublandlord under the terms of the Prime Lease over sums incurred by Sublessor pursuant (it being agreed that until Sublandlord otherwise notifies Subtenant in writing, Subtenant shall make monthly estimated Operating Costs Reimbursements payments to Article 4 Sublandlord, concurrent with Subtenant’s monthly payment of the Prime Lease for the calendar year ending December 31Monthly Base Rent, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable amount of $2,694.24)). Additional Rent for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments partial month shall be made concurrently with payable in advance and shall be prorated based on the payment actual number of days during the Rent upon which Sublease Term occurring in such month divided by the tax is based as set forth abovetotal number of days in such month. Sublessor shall Sublandlord agrees to provide Sublessee Subtenant with copies of all documentation received by Sublessor invoices for Additional Rent from Landlord in support of calculations of Additional Rent payable following receipt by Sublessee under this SubleaseSublandlord. At Sublessee’s written requestSubtenant shall pay directly all utilities that are separately metered to the Subleased Premises. If any utility service is separately metered to the Prime Premises but not separately metered to the Subleased Premises, Sublessor then Subtenant shall exercise its rights pursuant pay to Section 4.6 Sublandlord forty eight and 70/100s percent (53.33%) of the Prime Lease cost of such utility service or such other amount as Sublandlord determines in Sublandlord’s sole but good faith discretion in order to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, equitably allocate such expenses between Sublandlord and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeSubtenant.

Additional Rent. For (a) In addition to the Base Rent set forth above, commencing on the Commencement Date, Subtenant shall pay to Sublandlord as additional rent ("Additional Rent"), the following: (i) additional rent equal to one hundred percent (100%) ("Subtenant's Proportionate Share") of all amounts payable by Sublandlord, if any, pursuant to the Master Lease for Operating Expenses (defined in the Master Lease), except that for purposes of this Sublease the Base Operating Year (as defined in the Master Lease) shall be the calendar year ended December 31, 2005; (ii) additional rent equal to Subtenant's Proportionate Share of all amounts payable by Sublandlord on account of electricity, as set forth in Article 13 of the Master Lease, which is currently $1,438.41 per month as indicated on the escalation statement attached hereto as Schedule 1, and which is subject to adjustment as provided in the Master Lease; (iii) additional rent equal to Subtenant's Proportionate Share of any Taxes (as defined in the Master Lease) as set forth in Section 27.01 of the Master Lease, except that for purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” Subtenant's Base Taxes shall be deemed to mean 22.39%be actual Taxes for the period July 1, which is 2004 to June 30, 2005; (iv) additional rent equal to Subtenant's Proportionate Share of any and all additional rent payable by Sublandlord under any other provisions of the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Master Lease shall be increased or decreased during the term of this Sublease (other than amounts payable as a result of Sublandlord's breach of the Master Lease, which breach is not caused by or attributable to a breach by Subtenant of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of:); (av) the cost of any increases in charges incurred additional services or materials requested of Landlord by Sublessor pursuant to Article 4 or on behalf or at the request of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006Subtenant; and (bvi) any increases in charges incurred other amounts payable by Sublessor Subtenant pursuant to the provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and. (b) The aforesaid Additional Rent shall be payable by Subtenant to Sublandlord upon the later of (i) five (5) days prior to the date Sublandlord, as tenant under the Master Lease, is required to make a corresponding payment, if any, for each item of Additional Rent, to the Landlord, or (ii) twenty (20) days after presentation by Sublandlord to Subtenant of the bills therefor, whether issued during or after the term of this Sublease. This paragraph 3 shall survive the expiration or earlier termination of this Sublease. (c) If applicable Base Rent and Additional Rent is referred to in the jurisdiction where the Sublet Premises this Sublease collectively as "Rent". (d) Attached hereto and made a part hereof as Schedule 1 are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation Sublandlord's most recent bills received by Sublessor from the Landlord in support of calculations of Additional Rent payable by Sublessee reflecting the current amounts charged under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Master Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional RentSublandlord for Operating Expense, Taxes and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeelectricity charges.

Additional Rent. For the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 LESSEE shall pay LESSOR, as additional rent, Lessee's Proportionate Share of the Prime real estate taxes (or other payments imposed by governmental authorities in the nature of or in lieu of real estate taxes) or betterments assessments levied against the Property, and LESSEE shall make such payment to LESSOR within twenty (20) days after notice from LESSOR that any installment of such taxes or betterments assessment has been paid to the appropriate taxing authority. Any such payment shall be prorated if this Lease over sums incurred by Sublessor pursuant to Article 4 terminates before the end of the Prime Lease for the calendar year ending December 31, 2006; andtax period to which such payment relates. (b) any increases in charges incurred by Sublessor pursuant LESSEE shall also pay LESSOR, as additional rent, (i) during the first three (3) years after the Term Commencement Date, a monthly management fee equal to provisions five percent (5%) of the Prime Lease Base Rent payable for such month by LESSEE, (ii) thirty-one percent (31%) of LESSOR's payments under service contracts with independent contractors for services to the Building or the Leased Premises, provided that LESSEE's obligations under this clause (ii) shall not exceed One Thousand Five Hundred Dollars ($1,500) per year, and (iii) Lessee's Proportionate Share of LESSOR's expenses for electricity, gas, water, and sewer use charges not separately chargeable to other than Article 3 or 4 tenants of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; andBuilding. (c) If applicable in the jurisdiction where the Sublet Premises are situatedDuring any Extension Term, Sublessee LESSEE shall pay LESSOR, as additional rent, Lessee's Proportionate Share of Lessor's Operating Expenses for any calendar year during such Extension Term, prorated for any portion of a calendar year occurring at the beginning and be liable for all rentalend of such Extension Term, salesFor purposes of this Lease, use and other similar taxes, if any, (excluding income taxes the term "Lessor's Operating Expenses" shall mean those expenses of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant LESSOR not separately chargeable to this Sublease. Any such payments shall be made concurrently with the payment tenants of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, Building and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputethe operation and maintenance of the Property, including: (1) electricity, water, gas, sewer and other utility charges not separately chargeable to tenants; (2) cost of maintenance and repairs, including engineering services, landscaping, grounds maintenance and snow removal; (3) payments under the service contracts with independent contractors, including security service; (4) payments for management services of not more than five percent (5%) of collected base rents from the Property; and (5) the cost of maintaining insurance on the Property.

Additional Rent. For 5.1. In addition to the purposes of this Sublease: the rentable area Base Rent, Subtenant shall pay Subtenant’s Proportionate Share of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of Operating Costs for each Comparison Year over the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease Operating Costs for the calendar year ending December 31, 2006; and2006 (the “Base Operating Year”) and Subtenant’s Proportionate Share (as hereinafter defined) of the increase in Taxes for each Tax Year over the Taxes payable for the calendar year ending December 31, 2006 (the “Base Tax Year”) for the Sublease Premises. Subtenant’s Proportionate Share shall be the ratio which the rentable area of the Sublease Premises bears to the rentable area of the Master Premises, which ratio is agreed to be (i) 24.45% as of the date of this Sublease based on 26,875 rentable square feet of the Sublease Premises and 109,928 rentable square feet of the Master Premises, and (ii) 23.75% as of August 1, 2006 based on 26,875 rentable square feet of the Sublease Premises and 113,160 rentable square feet of the Master Premises. Said sums (including any estimates of such sums) shall be paid by Subtenant to Sublandlord at the times required pursuant to the terms and conditions of the Master Lease and shall be accompanied by any invoices or other backup documentation relating thereto in Sublandlord’s possession (which shall include any statement delivered by Master Landlord to Sublandlord pursuant to the Master Lease). 5.2. Commencing on the Delivery Date, Subtenant shall be responsible to pay Sublandlord, as additional rent, for electric energy furnished to the fifteenth (15th) floor of the Building (the 15th Floor Premises”), in the amounts provided for in accordance with Article 13 of the Original Master Lease as incorporated herein, without ▇▇▇▇-up by Sublandlord, and based upon readings of the existing submeter(s) for or channels to the 15th Floor Premises (the “Electric Charge”) as provided in the Master Lease. However, at such time or times (the “Adjoining Premises Occupancy Date”) as the 15th Floor Premises or any portion thereof other than the Sublease Premises (the “Adjoining Premises”) shall be occupied for the conduct of business by a party(ies) other than Subtenant (each such party an “Adjoining Subtenant”), then Subtenant’s Electric Charge shall be decreased as of the Adjoining Premises Occupancy Date in an amount equal to the rent inclusion amount or electric charge payable by the Adjoining Subtenant for the Adjoining Premises pursuant to the Adjoining Subtenant’s sublease (the “Adjoining Subtenant’s Electric Charge”). Upon Subtenant’s written request at any time after the Adjoining Premises Occupancy Date (but in no event more than once every two years during the Term), Sublandlord shall have a survey made by an electrical consultant, selected by Sublandlord, to determine the Adjoining Subtenant’s electrical demand load and use of electricity in the Adjoining Premises. Subtenant may otherwise request, from time to time, Sublandlord to have a survey made of the Adjoining Subtenant’s electrical usage, and the fees of Sublandlord’s consultant making such survey(s) at Subtenant’s request shall be paid by Subtenant. The survey so made will determine the number of kw hours and kw demand based on the electrical equipment and fixtures in the Adjoining Premises and the period of use thereof, and based thereon such consultant will determine the value of such Adjoining Subtenant’s electric energy usage by applying the demand load and kilowatt hours to the average cost per kilowatt hour paid by Sublandlord for obtaining electricity based upon the Electric Charge. In the event the foregoing surveys shall determine that there has been an increase in such Adjoining Subtenant’s Electric Charge, then effective as of the date of such change in the Adjoining Subtenant’s Electric Charge, the then current Electric Charge, as same may have been previously adjusted pursuant to the terms hereof, shall be retroactively decreased by an amount equal to such increase in the Adjoining Subtenant’s Electric Charge as determined by the electric consultant with appropriate credit allowed to Subtenant from the date of such survey determination and thereafter as part of the decreased monthly Electric Charge for electricity by reason of such survey determination. In the event the foregoing surveys shall determine that there has been a decrease in such Adjoining Subtenant’s Electric Charge, then effective as of the date of such change in the Adjoining Subtenant’s Electric Charge, the then current Electric Charge, as same may have been previously adjusted pursuant to the terms hereof, shall be retroactively increased by an amount equal to such decrease in the Adjoining Subtenant’s Electric Charge as determined by the electric consultant and Subtenant shall pay the increased amount therefor from the date of such survey determination within ten (10) days after being billed therefor and thereafter as part of the increased monthly Electric Charge for electricity by reason of such survey determination. The parties agree that the electrical consultant selected by Sublandlord shall so determine the increase or decrease in the Electric Charge hereunder. The determination thereof by such electrical consultant selected by Sublandlord shall be binding and conclusive on both parties, and the change in the Electric Charge shall be effective as of the date such consultant’s determination thereof. Any amounts payable by Subtenant hereunder shall be additional rent. 5.3. Subtenant shall be responsible to pay, commencing on the Commencement Date, for (a) Subtenant’s Proportionate Share of all other sums which Sublandlord is obligated to pay under the Master Lease (which (x) do not result from a default by Sublandlord under the Master Lease unless caused in whole or in part by the acts or omissions of Subtenant or (y) are related in whole or in part to the Sublease Premises) and (b) any increases in additional charges incurred and expenses imposed by Sublessor Master Landlord pursuant to provisions the terms of the Prime Master Lease other than Article 3 or 4 and related specifically to Subtenant’s use and occupancy of the Prime Sublease Premises during the Term (e.g., after-hours HVAC, freight elevator, additional cleaning, excess utilities, etc.), for Access Charges for Special Services provided to the Sublease Premises as charged to Sublandlord under the Master Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth provided in Section 18.2 hereof, and for Subtenant’s Parking Charges (subject to the provisions of Section 10.4 hereof), said sums shall be paid to Sublandlord at the times required pursuant to the terms and conditions of the Master Lease. Bills for such charges shall be accompanied by any invoices or other backup documentation relating thereto in Sublandlord’s possession (which shall include any statement delivered by Master Landlord to Sublandlord pursuant to the Master Lease). 5.4. All sums payable pursuant to this Article shall be considered additional rent payable under this Sublease and Sublandlord shall have all rights and remedies available hereunder for the failure to pay such additional rent. 5.5. If an annual statement is furnished by Master Landlord to Sublandlord which shows that there has been an overpayment by Subtenant of Subtenant’s Proportionate Share of Operating Costs and/or Taxes, Sublandlord shall permit Subtenant to credit Subtenant’s portion of such refund or credit paid by Subtenant against the next subsequent rent payments due under this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision . After the termination of this Sublease; and (c) If applicable in Sublease and the jurisdiction where payment to Sublandlord of the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxesbalance, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received rent due hereunder, Sublandlord shall promptly pay to Subtenant the amount of any such refund or credit not previously applied by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeSubtenant.

Additional Rent. For During the purposes of this Sublease: the rentable area Sublease Term, if Sublandlord shall be charged for additional rent or other sums pursuant to any of the Sublet provisions of the Master Lease, including, without limitation, “Operating Expenses”, as defined in Section 7.2 of the Master Lease, and real property taxes, as set forth in Section 6.2 of the Master Lease (but excluding real property taxes arising from improvements performed by Sublandlord to any portion of the Master Premises mean 25,697 square feetoutside the Subleased Premises after the Execution Date hereof), which as each is incorporated herein by reference, but excepting those sums incurred by Sublandlord as a result of Sublandlord’s breach of the agreed Master Lease not caused by Subtenant, Subtenant shall pay, as “Additional Rent,” 100% of such additional rent or sums that in Sublandlord’s reasonable opinion should be allocated solely to the Subleased Premises, and if in Sublandlord’s reasonable opinion the same cannot reasonably be so allocated, then 29.44% (the 17,948.92 rentable square foot area feet of Sublease Premises divided by the 60,967 rentable square feet in the Master Premises) of those charges that relate generally to the Master Premises (as applicable, “Subtenant’s Share”); provided, however, that Subtenant shall be entitled to Subtenant’s Share of any refund of such additional rent or sums received by Sublandlord from Master Landlord in accordance with Section 7.4 of the Sublet Premises; and the rentable area Master Lease or of any refund of real property taxes paid pursuant to Section 6.2 of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area Master Lease if Subtenant paid Subtenant’s Share of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782such real property taxes. In the event that of any further subletting of any portion of the rentable square foot area leased Master Premises and a modification of the Common Area, Subtenant’s Share may be recalculated by Sublessor Sublandlord. If Subtenant shall procure any additional services from Master Landlord, or if additional rent or other sums are incurred by Sublandlord as Tenant under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Master Lease for the calendar year ending December 31Subtenant’s sole benefit, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee Subtenant shall pay 100% of all the cost thereof and shall, within ten (10) says of demand therefor, make such payment to Sublandlord or Master Landlord, as Sublandlord shall direct, and such charges shall not be prorated between Sublandlord and Subtenant. Any other rent or other sums payable for electricity by Subtenant under this Sublease shall constitute and other utilities supplied be due as Additional Rent. All Additional Rent that is payable to Sublandlord shall be paid at the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (time and place that Base Rent is paid, except as otherwise set forth provided in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable . Sublandlord will have the same remedies for a default in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of any Additional Rent as for a default in the payment of Base Rent. Together, Base Rent, Additional Rent and any other sums due hereunder from Subtenant are sometimes referred to in this Sublease as “Rent”. In the event of damage to the Subleased Premises, Rent shall ▇▇▇▇▇ proportionately under this Sublease to the extent that rent abates under the Master Lease. Notwithstanding anything to the contrary contained in this Sublease, Subtenant shall not be required to pay any additional rent due from, or perform any obligation of, Sublandlord as Tenant under the Master Lease, that is (i) fairly allocable to any period of time prior to the Start Date, or (ii) payable as a result of a default by Sublessee Sublandlord as Tenant under the Master Lease not caused by a default by Subtenant under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute.

Additional Rent. For (a) In addition to the purposes Fixed Rent commencing on the Commencement Date, Sub-Sublessee shall pay to Sub-Sublessor, as additional rent (“Additional Rent”), one hundred (100%) percent of this the “Additional Rent” (as such term is defined in the Sublease: the rentable area of ), and as assessed to Sub-Sublessor with respect to the Sublet Premises on account of the Term pursuant to the provisions of Paragraph 3b of the Sublease; provided, however, that for the purposes hereof: (i) Sub-Sublessee shall be obligated to pay the Percentage, as defined in the Sublease, of Real Estate Taxes (as defined in the O▇▇▇▇▇▇▇▇, but calculated as in the Sublease without regard to any ICIP credit or deferrals) in excess of the Real Estate Taxes payable for the 2002/2003 tax year; and (ii) For purposes of calculating Sub-Sublessee’s Percentage of Expenses, as defined in the Sublease, the Expense Base Factor (as defined in the O▇▇▇▇▇▇▇▇) shall mean 25,697 square feet, the calendar year 2002. (b) Each installment of Sub-Sublessor’s Additional Rent which Sub-Sublessee is required to pay under this Section shall be paid on or before the date which is three (3) days prior to the agreed rentable square foot area of date that the Sublet Premises; corresponding installment is due under the Sublease. (c) All amounts payable by Sub-Sublessee to Sub-Sublessor pursuant to this Sub-Sublease, including, without limitation, Fixed Rent, and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sub-Sublessee’s Share” Additional Rent shall be deemed to mean 22.39%be and shall constitute rent for all purposes hereunder and, which is the agreed percentage obtained by dividing 25,697 by 114,782. In in the event that of any nonpayment thereof, Sub-Sublessor shall have all of the rentable square foot area leased by Sublessor under the Prime Lease shall be increased rights and remedies provided herein, at law or decreased during the term in equity for nonpayment of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1rent. The obligation of Sub-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall to pay as Additional Rent as and when Sublessor’s payments are due from all amounts to Sub-Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of Sublease, as incorporated herein and as modified hereby, shall survive the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 Expiration Date or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision earlier termination of this Sub-Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute.

Additional Rent. For (a) With respect to the purposes of this Sublease: Subleased Premises, during the rentable area of Term, Sublessee shall pay to Sublessor as “Additional Rent” as follows: (i) Any items specified in the Sublet Premises mean 25,697 square feetPrime Lease to be additional rent (except for electricity expenses, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed billed to mean 22.39%Sublessee as set forth in Section 4(a)(ii) below) and any other sums of money, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased costs, charges, adjustments, increases, rent or additional rent payable by Sublessor to Landlord under the Prime Lease attributable to the Subleased Premises or the use and occupancy, thereof by Sublessee, or to any alteration or Tenant Change (as such term is defined in ‘the Prime Lease), made or to be made therein by or for Sublessee, provided, that, for the purposes of calculating the amount of Additional Rent payable by Sublessee to Sublessor in respect of Taxes nod tile “Tenant’s Percentage” (as defined in the Prime Lease) shul1 be deemed to 2.2590% (subject to adjustment as provided in the Prime Lease), with all other terms having the same meanings ascribed to them in Article 38 of tile Prime Lease, except that the ''Base Year Taxes” (as defined in the Prime Lease) for purposes of this Sublease shall mean the Real Estate Taxes” for the 2005/2006 Tax Year. Sublessee is not obligated to pay any Additional Rent by reason of increases in ▇▇▇▇▇▇-wage, operating expenses or similar escalations. Except as modified by this Sublease, with respect to the Subleased Premises, the Additional Rent for Taxes shall be calculated in accordance with tile terms of the Prime Lease; and, (ii) Additional Rent for electricity at the rate of $2,50 per rentable square foot of the Subleased Premises per annum ($17,985 per annum), payable in equal monthly installments of $1,498.75 (the “Electric Inclusion Amount”), which the parties have agreed is the reasonable value to Sublessee, as of the date of tins Sublease, for normal electric service to be provided to the Subleased Premises for lighting, light office equipment and the usual small business machines during Business Hours on Business Days (as defined in the Prime Lease). The Electric Inclusion Amount shall he paid in addition to the Fixed Rent and shall be paid ot the same time and in the same manner as Fixed Rent. Except as specifically set forth herein, there shall he no separate charge to Sublessee for such electric energy by way of measuring the use of electricity on any meter or otherwise. Notwithstanding anything to the contrary set forth in this Sublease, the Electric Inclusion Amount shall remain at the amount set forth above in this subparagraph for the first 365 days following the Commencement Date. The Electric Inclusion Amount shall be subject to the following: (A) If the cost to provide electric energy to the Subleased Premises (the “Electric Cost”) is increased or decreased after the date of this Sublease, then the Electric Inclusion Amount shall be increased or decreased by an amount equal to the product of (i) the then-existing Electric Inclusion Amount and (n) the percentage increase or decrease in such Electric Cost. Any increase or decrease shall be effective as of the date of such increase or decrease and shall be made retroactively if necessary. Upon the request of either party, Sublessor and Sublessee shall execute a supplementary agreement confirming the increase or decrease. Any adjustment shall be effective even if such supplementary agreement is not executed and delivered. In no event shall the provisions of this subsection A operate to reduce the Electric Inclusion Amount below the amount set forth above; and (B) The Electric Inclusion Amount is based upon Sublessor’s assumption that Sublessee’s initial electrical installation will only require electrical service in an amount equal to or less than the amount permitted under Section 39 of the Prime Lease and that Sublessee will use electrical energy only during Business Hours on Business Days. Accordingly, (i) if Sublessee’s initial electrical installation exceeds such criteria,. or (ii) if from time to time Sublessee makes material use of electricity during hours other than Business Hours on Business Days, or (ii) if from time to time Sublessee adds or changes any machinery, appliances or equipment which materially increases the aggregate electrical load in the Subleased Premises (if such increase is permissible under the terms of the Prime Lease) and, as the result of any of the events set forth in subsections (i), (ii) or (iii) above, Sublessor reasonably believes that the Electric Cost is greater than $2.50 per rentable square foot of the Subleased Premises per annum, then the Electric Inclusion Amount shall from time to time be equitably adjusted to reflect the resulting increase in such use. Sublessor shall furnish a statement of Sublessor’s determination as to the amount of the adjustment, and the same shall become binding upon the parties unless, within thirty (30) days, Sublessee notifies Sublessor that it disputes the amount of such adjustment, in which event the parties shall in good faith make reasonable attempts to come to agreement, and, if Sublessor and Sublessee cannot agree thereon, the amount of such adjustment shall be determined, based on standard practices, by an independent electrical consultant selected by Sublessor. Sublessee shall permit such consultant to have access to the Subleased Premises and Sublessee’s electrical facilities for the foregoing purpose at all reasonable times. The fee of such consultant shall be paid by Sublessee unless such consultant finds that Sublessee’s use does not justify an increase in the Electric Inclusion Amount, in which case the fee shall be paid by Sublessor. When the amount of such adjustment is so determined, Sublessor and Sublessee shall execute a supplementary agreement to reflect such adjustment, which shall be effective from the date of the increase of such usage as determined by such electrical consultant and be made retroactively if necessary. Any adjustment shall be effective even if such supplementary agreement is not executed and delivered. Pending the determination of the adjustment, Sublessee shall pay to Sublessor the amount of such adjustment as specified in Sublessor’s statement Thereafter if it is determined that Sublessee bas overpaid, Sublessee shall receive a credit against the Electric Inclusion Amount in the amount of the overpayment, said credit to be applied against the next accruing installment(s) of the Electric Inclusion Amount In order to facilitate Sublessor’s determination of whether Sublessee is making material use of electricity during hours other than business hours on business days, Sublessor shall have the right, at any time during the term of this Sublease, to install a meter or other monitoring device to track the use of electricity by Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and. (b) any increases Unless otherwise provided in charges incurred by this Sublease, Sublessee shall pay to Sublessor pursuant the Additional Rent at the time and in the manner Sublessor is required to provisions of pay the same to Landlord, as set forth in the Prime Lease. Except as expressly provided herein, all other additional rent, charges, fees or other amounts payable under this Sublease or the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that by Sublessee shall pay 100% be payable within fifteen (15) days of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; andwritten demand therefor. (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable The initial demand for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee Additional Rent payable pursuant to this Sublease. Any such payments Section 4 aud any subsequent demand for increases in Additional Rent shall be made concurrently with the payment accompanied by copies of the any invoices, bills, demands, statements or other documentation evidencing such Additional Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies have received from Landlord in connection therewith. Notwithstanding the foregoing, any failure by Sublessor to make a demand under the provisions of all documentation this Sublease, shall not in any way be a waiver, or cause Sublessor to forfeit or surrender its rights to collect, any Fixed Rent or Additional Rent that may have become due pursuant to the terms of this Sublease. (d) Sublessor shall credit Sublessee, its proportionate share of any refunds received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy on account of Landlord’s calculations any overpayment of Additional Rent, and (b) dispute other than the Electric Inclusion Amount, for which Sublessee bas paid Sublessor under this Sublease; provided, however, that Sublessor shall be entitled to deduct from the aggregate of the amount of such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for refund Sublessee’s proportionate share of any and all out of pocket expenses (including the costs and expenses, including, without limitation, reasonable accountants attorneys’ fees, consultants fees and attorneys fees) disbursements, incurred by Sublessor in connection with the obtaining of any such disputerefunds. Sublessee shall pay to Sublessor, as Additional Rent, within ten (l0) days after demand therefor, Sublessee’s proportionate share of any amounts (plus interest, if any) due Landlord under the Prime Lease on account of any underpayment of Additional Rent payable under this Sublease, including, without limitation, Additional Rent payable hereunder On account of Taxes due under Article 38 of the Prime Lease. (e) All amounts payable by Sublessee to Sublessor pursuant to this Sublease, including, without limitation, Fixed Rent and Additional Rent, shall be deemed to be and shall constitute rent for all purposes hereunder and, in the event of any non-payment thereof, Sublessor shall have all of the rights and remedies provided herein, at law or in equity for nonpayment of rent TIle obligation of Sublessee to pay all amounts to Sublessor hereunder shall survive the Expiration Date or the earlier termination of this Sublease.

Additional Rent. For (a) Subtenant shall pay to Sublandlord all payments applicable to the purposes Subleased Premises on account of “Expenses”, "real estate taxes" or any other item of "Additional Rent" which is required to be paid by Sublandlord, applicable to the Subleased Premises, pursuant to the terms of the Lease on or before the earlier of the due dates therefor which are set forth in the Lease or in this Sublease: . However, in calculating the rentable area Additional Rents due under this Sublease the term “base tax year” shall mean the real estate taxes for the twelve (12) month period from January 1, 2016 to December 31, 2016 (i.e., the average of the Sublet Premises real estate taxes for the fiscal years ending June 30, 2016 and June 30, 2017), the term "Base Year" as hereinafter set forth for the determination of Expenses shall mean 25,697 square feet, the calendar year 2016 and “The Tax Percentage” and “The Operating Expense Percentage” shall mean 50% of the amount by which Sublandlord is required to expend for the “Additional Space” demised pursuant to the First Amendment (which is the agreed rentable square foot area percentage equivalent to the fraction, the numerator of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%29,566 (i.e., which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under footage of the Prime Lease shall be increased or decreased during Subleased Premises) and the term denominator of this Subleasewhich is 59,132 (i.e., Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as rentable square footage of the Additional Rent as and when Sublessor’s payments are due from Sublessor Space demised pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 First Amendment). Additionally, the term “comparative year”, for purposes of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31calculating Expenses, 2006; andshall mean 2017. (b) any increases in charges incurred by Sublessor pursuant to provisions of Beginning on the Prime Lease other than Article 3 or 4 of the Prime LeaseCommencement Date, provided however that Sublessee Subtenant shall pay 100% of all charges payable Sublandlord for electricity and other utilities supplied to the Sublet Premises; 100% Subleased Premises all amounts paid by Sublandlord to Landlord therefor. It is understood that Landlord's charge for electricity will be measured by a sub-meter and includes an overhead fee of all charges for services supplied five percent (5%). Payments on account of electricity shall be made in each case within (10) days after demand. There shall be no abatement of the electric charge (except to the Sublet extent Sublandlord receives such an abatement from Landlord). Subject to the terms of the Lease, electrical capacity available to the Subleased Premises is not less than an average demand load of eight (except as otherwise set forth 8) ▇▇▇▇▇ per useable square foot demand load, exclusive of electricity for the A/C Equipment. To the best of Sublandlord’s knowledge, Sublandlord represents and warrants that the submeter measuring consumption of electricity in this Sublease) the Subleased Premises is and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; andshall be in good working order upon the Commencement Date. (c) If applicable in Except for Additional Rent which is paid on the jurisdiction where first day of each calendar month together with the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee Fixed Rent pursuant to this Sublease. Any such payments the Lease, Sublandlord shall be made concurrently with give Subtenant notice of the amount of any Additional Rent which is due hereunder promptly after its receipt of an invoice from Landlord, and Subtenant shall make the payment to Sublandlord in each case within ten (10) days after the date of such notice. (d) Sublandlord shall have all of the Rent upon which rights and remedies for the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations non-payment of Additional Rent payable by Sublessee as it has under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 Sublease for the non-payment of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Fixed Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute.

Additional Rent. For the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feetIn addition to Base Rent, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” Subtenant shall be deemed responsible forreimbursing Sublandlord for (i) Subtemmt's Proportionate Share of Expenses that exceed the Expenses chargeable to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor Sublandlord under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Master Lease for the calendar year ending December 312019, 2006; and subject to Section 1 (bB)(iv) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article Original Lease; (ii) electrical utility costs, which are separately sub-metered to the Subleased Premises, plus five (5%) percent administrative charge, and shall be payable in the amounts billed to Sublandlord under Section 3 or 4 ofthe Original Lease; and (iii) Subtenant's Proportionate Share of real estate taxes except that the Prime Leasebase tax year for purposes of this Sublease shall mean the tax year commencing on July 1, provided however that Sublessee 2019 and ending on June 30,2020 and (iv) Subtenant's Proportionate Share of routine and scheduled maintenance expenses under Sublandlord HVAC maintenance contract (a copy of which is attached hereto as Exhibit D). During the Sublease Tenn, Sublandlord agrees to maintain such HVAC maintenance contracts with a third-party vendor selected from time to time by Sublandlord and Subtenant shall pay 100% of all charges payable Subtenant's Proportionate Share thereof so long as such cost is commercially reasonable, in no event shall the cost to Subtenant exceed $20,000 on an annual basis, charged to Subtenant in monthly installments. Aside from the foregoing Expenses, electric utility costs and real estate taxes (collectively, "Additional Rent"), Subtenant ▇▇▇▇▇ not be responsible for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of any other Expenses that may become due under the Rent upon Master Lease; provided, however, that Subtenant agrees to pay all additional charges imposed by Master Landlord for any additional services or materials provided by Master Landlord to the Subleased Premises which are incUITed due to a request or action of Subtenant, including but not limited overtime HVAC or other special services, which costs and charges shall be included as part of the tax is based as set forth aboveAdditional Rent. Sublessor For clarification purposes, Sublandlord shall provide Sublessee be responsible for any expenses under the HVAC maintenance contract that are associated with copies of all documentation received any repairs and replacement approved by Sublessor from Landlord Sublandlord, acting reasonably and in support of calculations of good faith. The Additional Rent payable by Sublessee under this Subleasedue hereunder shall be paid within twenty (20) business days from receipt of an invoice from Sublru1dlord setting forth such amounts in reasonable detail. At Sublessee’s written request, Sublessor "Subtenant's Proportionate Share"shall mean 5.686% for the purposes of items (i) and (iii) in Section 3(b) and shall exercise its rights pursuant to mean 52.59% for the purposes of item (iv) in Section 4.6 of 3(b). Notwithstanding anything contained herein or in the Prime Master Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rentcontrary, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee Subtenant shall pay Sublessor not be charged for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor freight elevator service in connection with such dispute.its initial move­ in to the Subleased Premises, and any costs associated therewith shall be borne exclusively by Sublandlord. 3

Additional Rent. All monies other than Base Rent required to be paid by Sublessor under the Master Lease as to the Subleased Premises, including, without limitation, any amounts payable by Sublessor to Master Lessor as “Direct Expenses” (as defined in Section 4.2.2 of the Master Lease) and costs of utilities under Section 6.2 of the Master Lease, as incorporated herein, shall be paid by Sublessee hereunder as and when such amounts are due under the Master Lease, as incorporated herein; provided Sublessee shall only be required to pay Direct Expenses and utilities which are allocable to the Subleased Premises (a) commencing in 2026 and continuing thereafter for the remainder of the Term, and (b) only to the extent that such Direct Expenses and utilities exceed the amount of Direct Expenses and utilities allocable to the Subleased Premises in 2025 (the “Base Year”). Sublessee’s payment of Direct Expenses and utilities herein shall be subject to reconciliation and adjustment as between Master Lessor and Sublessor in the same manner as set forth in the provisions of the Master Lease. For the purposes avoidance of doubt, Direct Expenses shall be paid on the first day of each month based on estimates provided by Sublessor (which shall be based on estimates provided by Master Lessor) and subject to reconciliations provided by Sublessor (based on reconciliations provided by Master Lessor). Utilities for the Subleased Premises shall be invoiced in arrears and due on the first day of each month. Commencing in 2026 and continuing thereafter for the remainder of the Term, Sublessee shall also pay to Sublessor its pro rata share based on the square footage of the Subleased Premises to the square footage of the Premises (“Pro Rata Share”) (which Pro Rata Share, for the avoidance of doubt, is currently equal to 17.08%), within thirty (30) days of request by Sublessor, of the cost of any utilities to the Shared Areas and Sublessor’s actual, reasonable, out-of-pocket cost of performing any routine or necessary repairs or maintenance or providing other reasonable services that benefit the Subleased Premises or the Shared Areas (such as maintenance of any systems therein and janitorial service to the Subleased Premises, which Sublessor shall provide at the same level it provides to the remainder of the office portion of its Premises) to the extent they exceed the amount of such expenses in the Base Year (provided Sublessor shall not include any costs of the type described in Section 4.2.4(a)-(t) of the Master Lease), and shall pay the disproportionate cost of such amounts to the extent supplied disproportionately to Sublessee and the entire cost of such amounts to the extent supplied solely to Sublessee or due to the negligence or willful misconduct of Sublessee or its agents, employees or contractors. Sublessee shall also pay any gross receipts or rent tax payable with respect to this Sublease: the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” . All such amounts shall be deemed additional rent (“Additional Rent”). Base Rent and Additional Rent hereinafter collectively shall be referred to mean 22.39%as “Rent”. Notwithstanding the foregoing, in the event any cost or expense is incurred for Sublessee’s sole benefit (including the disproportionate use of utilities) or as a result of Sublessee’s request for certain services (such as after hours HVAC charges), or property taxes are increased as a result of Alterations or improvements to the Subleased Premises made by or for Sublessee (including the Initial Alterations), Sublessee shall pay the entire cost thereof within thirty (30) days of receipt of an itemized invoice therefor. For the avoidance of doubt, in no event shall Sublessee be responsible for the payment of any amounts which are attributable to Sublessor’s default under the Master Lease or Sublease, which such default is the agreed percentage obtained by dividing 25,697 by 114,782not attributable to Sublessee’s own default under this Sublease. In the event that Sublessee disputes the rentable square foot area leased by Sublessor under the Prime Lease shall be increased Direct Expenses or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. utilities billed to Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written requesthereunder, Sublessor shall be obligated, upon Sublessee’s reasonable request (which, for the avoidance of doubt, shall not occur more than once in any calendar year) and, to the extent not fully reimbursed by Master ▇▇▇▇▇▇, at Sublessee’s cost, which shall be paid by Sublessee within thirty (30) days of demand by Sublessor, to exercise its rights pursuant to under Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeMaster Lease.

Additional Rent. For the purposes of All monies other than Base Rent required to be --------------- paid by Subtenant under this Sublease: the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” Sublease shall be deemed additional rent ("Additional Rent"). Additional Rent shall include, without limitation, all amounts payable by Sublandlord under the Master Lease with respect to mean 22.39%or reasonably allocated to the Subleased Premises accruing during the Term of the Sublease (except for "Base Rent" under the Master Lease and services requested by Sublandlord or other subtenant for Sublandlord's or such other subtenant's sole benefit), which except that Subtenant shall not be required to pay such amount to the extent that such expenses are incurred as a result of Sublandlord's or its agent's, employee's or contractor's negligence, willful misconduct or breach of the Master Lease not caused by Subtenant. Subtenant acknowledges that Sublandlord is required to pay to Master Landlord "Operating Costs" and "Taxes" and estimated payments thereof and adjustments thereto under Section 2 of the agreed percentage obtained by dividing 25,697 by 114,782Master Lease. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as addition to all other Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% , Subtenant shall pay to Sublandlord as Additional Rent hereunder, Subtenant's pro rata share of all of such "Operating Expenses" and estimated payments thereof and adjustments thereto payable by Sublandlord to Master Landlord. Subtenant's pro rata share shall mean that amount, expressed as a percentage, equal to the number of square feet included in the Subleased Premises divided by the number of square feet in the Master Premises. Such amounts (including estimated payments thereof and adjustments thereto) shall be payable by Subtenant no later than the dates the same are due under the Master Lease; provided that Sublandlord has given Subtenant reasonably adequate notice and evidence of the same. Notwithstanding the foregoing, with respect to estimates of Operating Expenses and Taxes under the Master Lease, within 10 days after receiving an original or revised estimate of the Operating Expenses and Taxes reasonably allocable to the Subleased Premises, Subtenant shall pay Sublandlord 1/12th of such estimate, multiplied by the number of months (if any) that have elapsed in the applicable fiscal year to the date of such payment including the current month, minus payments previously made by Subtenant for the months elapsed. On the first day of each month thereafter, Subtenant shall pay Sublandlord 1/12th of such estimate, until a new estimate becomes applicable. Sublandlord shall promptly forward the appropriate invoices received from Master Landlord. Notwithstanding the foregoing, but except for all costs, expenses, fees and charges incurred in connection with the construction of the Sublandlord Improvements, in the event any cost or expense is incurred by Sublandlord under the Master Lease for Subtenant's sole benefit or as a result of Subtenant's request for certain services (such as extra hours' charges, etc.) or as a result of Subtenant's or its agent's, employee's or contractor's negligence, willful misconduct or breach of the Sublease or Master Lease, Subtenant shall pay the entire cost thereof, and such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable shall not be pro rated between Sublandlord and Subtenant. Except to the extent included in Operating Expenses under the jurisdiction where the Sublet Premises are situatedMaster Lease, Sublessee Subtenant shall pay and be liable for all rentalwater, salesgas, use heat, light, power, telephone, WAN and other similar taxestelecommunications lines and services, if anysewer service, waste pick- up and any other utilities and services (excluding income taxes including HVAC) to the Subleased Premises. If any such utilities or services are not separately metered to the Subleased Premises, Subtenant shall pay within thirty (30) days of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment demand Subtenant's pro rata share of the Rent upon which cost of such utilities and services incurred by Sublandlord for the tax Master Premises. In the event Sublandlord reasonably determines that Subtenant is based as set forth above. Sublessor shall provide Sublessee with copies using a disproportionate amount of such utilities and services, Sublandlord may either (1) charge a reasonable proportion to be reasonably determined by Sublandlord of all documentation received by Sublessor from Landlord in support of charges jointly metered to the Master Premises or (2) separately meter the Subleased Premises at Subtenant's sole cost and expense. Subtenant and its authorized representatives may examine, inspect and audit for accuracy Sublandlord's calculations of Additional Rent payable by Sublessee Subtenant under this SubleaseSublease as compared to bills and invoices Sublandlord has received from Master Landlord and other third party providers and copy the same. At Sublessee’s Such examination, inspection, audit or copying may be done within one year of Subtenant's receipt of such invoice at reasonable times and upon reasonable prior written requestnotice. Unless Subtenant serves such notice within one year of receipt of such invoice, Sublessor the invoice shall exercise its rights pursuant be deemed final. Upon a reasonable determination that Subtenant was overcharged for Additional Rent or any other charges which were due hereunder, Sublandlord shall, within 15 business days of such determination and notice from Subtenant, remit all overcharged amounts to Section 4.6 Subtenant. This examination privilege does not include any examination by subtenant of the Prime Lease to (a) request documentation evidencing the accuracy of Master Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute's books or records.

Additional Rent. For the purposes of this Sublease: the rentable area of the Sublet Premises shall mean 25,697 24,523 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.3921.37%, which is the agreed percentage obtained by dividing 25,697 24,523 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 20062008 (the “Base Year” for purposes of this Sublease); and further provided that the “gross up” provisions of Section 4.2 of the Prime Lease shall be limited to Landlord’s gross up of Project and Building Operating Expenses under the Prime Lease and shall not require Sublessee to pay more that the Sublessee’s Share of such Operating Expenses payable by Sublessor if the Building is not fully sublet or occupied at any time during the Sublease Term; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime LeaseLease (less any applicable credits), provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any If any applicable taxing authority requires payment of such taxes as a component of taxes payable by Sublessor to such taxing authority, Sublessor shall notify Sublessee of such requirement and Sublessee shall thereafter make such payments shall be made to Sublessor concurrently with the payment of the Rent upon which the tax is based as set forth above. . (d) Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of the Base Year charges and calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute.

Additional Rent. (a) Subtenant shall pay, in addition to Base Rent, its Proportionate Share (as hereinafter defined) of the (a) Operating Costs (as defined in the Prime Lease) which are in excess of the Operating Costs in the Operating Cost Base Year, and (b) Taxes (as defined in the Prime Lease) which are in excess of the Taxes in the Tax Base Year (both of which payments, in addition to those payments set forth in Section 7(b) and any other amounts due hereunder, are referred to as "ADDITIONAL RENT"). For the purposes of calculating such excess amounts, the term "OPERATING COST BASE YEAR" shall be calendar year 2004, and "TAX BASE YEAR" shall be fiscal tax year 2004. All payments due by Subtenant under this Sublease: Section 7(a) shall be made on the rentable area same day as comparable payments are due by Sublandlord under the Prime Lease. Subtenant's obligations hereunder to the extent accrued prior to the Sublease expiration date, shall survive the expiration of the Sublet Sublease. Subtenant's "PROPORTIONATE SHARE" with respect to the Demised Premises mean 25,697 shall be equal to the Rentable Area set forth in Section 1 of this Agreement of Sublease, divided by 77,666 square feet, which is as set forth in the agreed rentable square foot area of the Sublet Premises; and the rentable area Prime Lease (provided, however, that if less than 95% of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained occupied by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased tenants at any time during the term of this Sublease, Sublessee’s Share then the cleaning charges for such period shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated extrapolated by Sublandlord to the estimated cleaning charges that would have been incurred if the Building Owners had been at least 95% occupied by tenants; and Managers Association. Sublessee such extrapolated amount shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant for the purposes hereof be deemed to be the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 amount of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all cleaning charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeperiod).

Additional Rent. For In addition to Monthly Base Rent, Sublessee shall pay to Sublessor, at the purposes time that Sublessee pays Monthly Base Rent or, if otherwise so notified by Sublessor in writing, within twenty (20) days after receipt of this Sublease: the rentable area Sublessor’s invoice therefor, Sublessee’s share of “Tenant’s Proportionate Share” of all “Additional Rent” (as defined in Section 4.2 of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and Master Lease) (“Sublessee’s Share” shall be deemed ”), including, without limitation, Taxes and Assessments, Insurance, Utilities, Common Area Expenses, Parking Charges, Maintenance and Repair Costs, Life Safety Costs, Management and Administration, Operational Fees Related to mean 22.39%Expansion Approvals and Gateway Operational Expenses, which is all as more particularly described in Section 4.2. of the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased Master Lease, payable by Sublessor under the Prime Lease shall be increased Master Lease. Notwithstanding the foregoing or decreased during anything to the term of contrary in this Sublease, Sublessee shall not be required to pay any Additional Rent or to perform any obligation that is (1) fairly allocable to any period of time prior to the Commencement Date or following the expiration or sooner termination of this Sublease (for any reason other than Sublessee’s default), (2) fairly allocable to any portion of the Premises other than the Subleased Premises, (3) payable as a result of a default by Sublessor of any of its obligations under the Master Lease, or as a result of the negligence or willful misconduct of Sublessor or any of its agents, employees, or contractors, or (4) incurred for the sole benefit of Sublessor. Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1seventeen and fifty-1996two hundredths percent (17.52%), as promulgated which is determined by dividing the square footage of the Subleased Premises (10,509 rentable square feet) by the Building Owners square footage of the Premises (60,000 rentable square feet). Notwithstanding the foregoing, Sublessee’s Share of “Tenant’s Proportionate Share” of “Additional Rent” conclusively is established for purposes of this Sublease at $0.34 per rentable square foot per month for each month during the Term. Commencing on the Commencement Date and Managers Association. continuing for each month during the Term, Sublessee shall pay to Sublessor Sublessee’s Share for the Subleased Premises in the amount of $0.34 per rentable square foot, or $3,537.06 per month. In addition, Sublessee shall be responsible for payment directly to the provider for Sublessee’s telephone, data and telecommunications costs, fees, charges and expenses, and Sublessee’s personal property taxes as Additional Rent as and when Sublessor’s payments are due set forth in Article 28 of the Master Lease; provided, however, that Sublessee shall not be responsible for payment of personal property taxes on Furniture or Equipment being leased by Sublessee from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeParagraph 30.B below.

Additional Rent. For All monies required to be paid by Sublessee under this Sublease (excluding Monthly Base Rent pursuant to Paragraph 4.A), including, without limitation, any amounts payable by Sublessor to Master Lessor under the purposes of this Sublease: the rentable area Master Lease (including, without limitation, Property Operating Expenses, as defined in Section 13.12 of the Sublet Premises mean 25,697 square feetMaster Lease), which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782additional rent ("Additional Rent"). In the event that the rentable square foot area leased by Sublessor under the Prime Lease Monthly Base Rent and Additional Rent hereinafter collectively shall be increased or decreased during referred to as "Rent". Sublessee and Sublessor agree, as a material part of the term of consideration given by Sublessee to Sublessor for this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996that from and after the Commencement Date, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as all costs, expenses, taxes, insurance, maintenance and when Sublessor’s payments are due from Sublessor pursuant to other charges of every kind and nature arising in connection with this Sublease, the Prime Master Lease Sublessee’s Share of: (a) any increases or the Subleased Premises; in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that this regard Sublessee shall pay 100% sixty-eight percent (68%) of all Sublessor's (i) Property Proportionate share of Real Property Taxes, Landlord's Insurance Costs and Property Maintenance Costs, and (ii) Building Proportionate Share of Building Maintenance Costs. Additionally, Sublessee shall pay __________ percent (_______%) of the gas and electrical utility charges payable for electricity the Premises if and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied extent any such utilities are not separately metered to the Sublet Premises (except as otherwise Premises. Notwithstanding anything to the contrary set forth in this Sublease, Sublessee's obligation to pay Additional Rent (attributable to the Term) and 100% of all such charges resulting from Sublessee’s violation of any provision shall survive the expiration or earlier termination of this Sublease; and (c) If applicable in , and if Sublessor is unable to determine the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations amount of Additional Rent due and payable by Sublessee under at the expiration or earlier termination of this Sublease. At Sublessee’s written request, Sublessor then the parties shall exercise its rights pursuant to Section 4.6 of make an adjusting payment between them when the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputecorrect amount can be determined.

Additional Rent. For the purposes of this Sublease: the rentable area Subtenant acknowledges that pursuant to Articles 6, 7 and 8 of the Sublet Premises mean 25,697 square feetPrime Lease, which Sublandlord is obligated to pay to Prime Landlord, as additional rent, Tenant's Proportionate Share of Taxes, Operating Costs, and Landlord's insurance premiums incurred in each calendar year. Subtenant shall pay to Sublandlord with its monthly payment of monthly rent (or, if so directed by Sublandlord, within 10 days of Subtenant's receipt of an invoice therefor) Subtenant's proportionate share of Sublandlord's additional rent obligations under the agreed Prime Lease, such proportionate share being 30% (the number of rentable square foot area feet in the Subleased Premises expressed as a percentage of the Sublet number of rentable square feet in the Original Premises, referred to hereinafter as "SUBTENANT'S PROPORTIONATE SHARE"; which shall be adjusted proportionately if the size of the Original Premises increases or decreases during the term of the Prime Lease), and any other additional rent payable under the Prime Lease not arising from any fault of Sublandlord except to the extent that any such other additional rent is not attributable to the Subleased Premises. Sublandlord shall deliver to Subtenant promptly after receipt thereof any statements of operating costs or real estate taxes delivered to Sublandlord by Prime Landlord. In addition to Base Rent and the rentable area of the Building shall mean 114,782 square feetTI Reimbursement (defined below), which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” all other payments to be made by Subtenant pursuant to this Sublease (including, without limitation, pursuant to this Paragraph 5) shall be deemed to mean 22.39%, which is be and shall become additional rent hereunder whether or not the agreed percentage obtained same shall be designated as such and Sublandlord shall have the same remedies for failure to pay the same as for a non-payment of Base Rent. The amounts paid by dividing 25,697 by 114,782. In Subtenant under this Section 5 shall be subject to the event that the rentable square foot area leased by Sublessor under adjustments described in Article 9 of the Prime Lease Lease. To the extent that Sublandlord receives any tax abatement proceeds, credits, adjustments or reimbursements of Operating Costs or insurance premium payments from Prime Landlord, Sublandlord shall be increased pay to Subtenant the Subtenant's Proportionate Share of such amounts to the extent that such abatement proceeds, credits, adjustments or decreased reimbursements are attributable to the Sublease Premises during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute.

Additional Rent. For In addition to such Additional Rent as may otherwise be payable under the purposes Lease, Lessee shall pay subject to the provisions of this Sublease: Lease and the rentable area Participation Agreement, within 30 days of a demand therefor but subject in all cases to Lessee's rights under the Operative Documents, as Additional Rent, without duplication, all Break Costs, Funding Costs, Reserve Costs, Increased Costs (for the period beginning 30 days before the Lessee's receipt of the Sublet Premises mean 25,697 square feetrelevant holder's notice thereof) and Illegality Costs (collectively, "Additional Costs"); provided, however, that no Additional Rent shall be payable hereunder in respect of Increased Costs incurred by any Certificate Purchaser which is the agreed rentable square foot area not a bank or an affiliate of the Sublet Premises; and the rentable area a bank. Promptly after Lessor receives notice from any holder of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area Instruments of the Building; and “Sublessee’s Share” shall any Additional Costs to be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay payable as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant Lessor shall supply (i) a copy of the same to the Prime Lease Sublessee’s Share of: (a) any increases Lessee; provided, however, that, other than as provided in charges incurred by Sublessor pursuant to Article 4 the first parenthetical of the Prime preceding paragraph with respect to Increased Costs, the failure to provide such notice as to Additional Costs shall not affect the Lessor's right to recover Additional Rent for the same but shall merely affect the timing of such recovery; and (ii) a certificate in reasonable detail setting forth the basis for and the amount of such Additional Costs submitted by the Lessor (on behalf of a holder) to the Lessee which notice shall be conclusive and binding for all purposes, absent manifest error. 43 SCHEDULE C INTERESTS OF TENANTS IN COMMON Smit▇ ▇▇▇▇▇▇ ▇▇▇. 84.86% Travelers Group Inc. 7.38% Salomon Brothers Inc 5.00% Mutual Management Corp. 2.50% Smit▇ ▇▇▇▇▇▇ ▇▇▇ital Services Inc. 0.07% Smit▇ ▇▇▇▇▇▇ ▇▇▇mercial Corp. 0.07% Smit▇ ▇▇▇▇▇▇ ▇▇▇ures Management Inc. 0.06% Smit▇ ▇▇▇▇▇▇ ▇▇▇bal Capital Management, Inc. 0.06% 44 Exhibit A Form of Memorandum of Amended and Restated Lease over sums incurred STATE OF: NEW YORK COUNTY OF: NEW YORK Prepared by, Recording Requested by Sublessor pursuant to Article 4 and When Recorded Return to: STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee of the Prime Lease for the calendar year ending December 311993 Smit▇ ▇▇▇▇▇▇ ▇▇▇ice Building Trust c/o Thom▇▇ ▇. ▇▇▇▇▇, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease▇▇q. Dewe▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ 1301 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute.▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ MEMORANDUM OF AMENDED AND RESTATED LEASE

Additional Rent. In addition to Yearly Base Rent, Subtenant shall pay to Sublandlord, on account of Operating Expenses and real estate taxes as contemplated by Article 4 of the ▇▇▇▇▇▇▇▇▇, from and after the Term Commencement Date, Subtenant’s Proportionate Share, as defined below, of any increase in Tax Expenses and Operating Expenses which Sublandlord is obligated to pay to Overlandlord under the terms of the ▇▇▇▇▇▇▇▇▇ as follows: (A) Subtenant shall pay Subtenant’s Proportionate Share of any increases in Tax Expenses which Sublandlord is obligated to pay to Overlandlord above Tax Expenses for the fiscal year ending June 30, 2009 and (B) Subtenant shall pay Subtenant’s Proportionate Share of any increase in Operating Expenses which Sublandlord is obligated to pay to Overlandlord under the terms of the ▇▇▇▇▇▇▇▇▇ above Operating Expenses for calendar year 2008. Subtenant’s Base Year as to Operating Expenses is calendar year 2008 and Subtenant’s Base Year as to Tax Expenses is fiscal year 2009 (ending June 30, 2009). For the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “SublesseeSubtenant’s Proportionate Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term 68.33% (based on 25,537/37,371) of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as any Additional Rent billed to Sublandlord by Overlandlord on or after (i) January 1, 2009 as to Operating Expenses and when Sublessor’s payments are due from Sublessor pursuant (ii) July 1, 2009 as to Tax Expenses. For the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 avoidance of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31doubt, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee Subtenant shall pay 100% of all charges payable for electricity and other utilities supplied increases in Additional Rent with respect to the Sublet Premises; 100% of all charges subleased Premises for services supplied to the Sublet Premises (except as otherwise set forth time periods stated in this SubleaseSection 6. For purposes of calculating Additional Rent under the ▇▇▇▇▇▇▇▇▇, Subtenant’s Share (analogous to Tenant’s Share under the ▇▇▇▇▇▇▇▇▇) shall be 4.81% (based on 25,537/530,845) and 100% of all such charges resulting from SublesseeSubtenant’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments Building Share shall be made concurrently with the payment of the Rent upon which the tax is 17.45% (based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeon 25,537/146,326).

Additional Rent. For the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant addition to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Base Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor Sublessee shall exercise its rights pursuant to Section 4.6 also pay the following expenses under the Lease: (i) fifty percent (50%) of the Prime Lease to cost of all summer landscaping; (aii) request documentation evidencing fifty percent (50%) of the accuracy cost of Landlord’s calculations of Additional Rentlawn irrigation maintenance; (iii) all water bills levied against the Leased Premises, and (b) dispute such calculations and seek to have them adjustedexcept when lawn irrigation is underway, provided that in which case Sublessee shall pay Sublessor for any fifty percent (50%) of the water bills; (iv) all electricity expenses over and all out above the sum of pocket expenses SEVEN HUNDRED AND NO/100 DOLLARS (including the reasonable accountants and attorneys fees$700.00) incurred on a monthly basis; (v) seventy-five percent (75%) of all gas expenses on a monthly basis; (vi) the cost of preventative maintenance for all heating and air-conditioning units in the Sublease Space; and (vii) all other maintenance and operational costs and expenses chargeable to Sublessor, as tenant, under the Lease and attributable to the Sublease Space (collectively, the "Additional Rent"). Sublessor shall submit written invoices to Sublessee requesting payment of all or any portion of the Additional Rent. Sublessee shall pay all Additional Rent within ten (10) days from the effective date of Sublessor's invoice for the same. In the event that Sublessor receives any refund of Additional Rent under the Lease or otherwise, with respect to amounts paid by Sublessee for the Sublease Space, as provided herein, then Sublessor in connection with shall promptly remit all such disputerefunds to Sublessee. In the event the remainder of the Leased Premises (excluding the Sublease Space) is sublet to a third party, Sublessor and Sublessee agree to amend this Additional Rent provision to reflect the presence of another sublessee.

Additional Rent. For (A) Commencing on the purposes of this Sublease: the rentable area first anniversary of the Sublet Premises mean 25,697 square feetCommencement Date and for each calendar year (or part thereof) thereafter, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this SubleaseLease, Sublessee’s Share Tenant agrees to pay as items of Additional Rent for the Premises, Tenant's "Percentage Share" (being the percentage indicated in Item 3 of Basic Lease Provisions) of all increases in "Project Operating Expenses" and "Project Property Taxes" (as hereinafter defined) incurred by Landlord in the operation of the Building or Project over the Base Project Operating Expenses and Base Project Property Taxes as stipulated in Items 4 and 5 respectively in the Basic Lease Provisions. The Basic Annual Rent plus Additional Rent are sometimes collectively referred to as "Rent". (B) The items of Additional Rent contemplated under subparagraph 3(A) shall be recalculated calculated in accordance with ANSI Z65.1-1996the following procedures: 1) Each December during the term hereof or as soon thereafter as practical, as promulgated by Landlord shall give Tenant written notice of Landlord's estimate of any amounts payable under subparagraph 3(A) above for the Building Owners and Managers Associationensuing calendar year. Sublessee On or before the first day of each month during each calendar year, Tenant shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: Landlord without further notice 1/12 (aOne-twelfth) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjustedestimated amounts, provided that Sublessee if such notice is not given in December, Tenant shall continue to pay on the basis of the then applicable rental until the month after such notice is given. If at any time or times it appears to Landlord that the adjusted amounts payable under subparagraph 3(A) for the current calendar year will exceed its estimate, Landlord may, by notice to Tenant, revise its estimate for such year. Subsequent payments by Tenant for such year shall be based upon such revised estimate. 2) Within ninety (90) days after the close of each calendar year or as soon thereafter as is practical, Landlord shall deliver to Tenant a statement of the annual adjustment of those Additional Rent items made pursuant to subparagraph 3(A) for such calendar year (the “Reconciliation Statement”). If on the basis of such statement Tenant owes an amount that is less than the estimated payments for such calendar year previously made by Tenant, Landlord shall refund or credit such excess to Tenant. If on the basis of such statement Tenant owes an amount that is more than the estimated payment for such calendar year previously made by Tenant, Tenant shall pay Sublessor the deficiency to Landlord within thirty (30) days after delivery of the statement. Notwithstanding anything to the contrary contained herein, in the event that Landlord fails to deliver the Reconciliation Statement within three (3) years after the end of the applicable calendar year during the Term, Landlord shall be deemed to have waived both Landlord’s right to deliver Reconciliation Statement for the applicable year during the Term and Landlord’s right to collect any balance due for the applicable year during the Term. 3) The Additional Rent due under the terms and conditions of this Article 3 shall survive termination of this Lease, shall be payable by Tenant without any setoff or deduction, and shall be computed by Landlord on a prorated basis for any period less than a full calendar year. 4) Anything to the contrary contained in this Article 3 notwithstanding, if the average occupancy of the Building is less than ninety-five (95%) percent during the Base Year hereinafter defined, then Landlord shall make a reasonable determination ("Landlord's Determination") of what the Project Operating Expenses for such year would have been if during the entire year the average tenant occupancy of the Building were ninety-five (95%) percent. Landlord's Determination shall be binding and conclusive upon Tenant and shall for all out purposes of pocket this Lease be deemed to be the Project Operating Expenses for the Base Year. Landlord shall notify Tenant of Landlord's Determination within ninety (90) days following the last day of the Base Year. Thereafter, if for any subsequent Lease Year the average tenant occupancy of the Building is below ninety-five (95%) percent, the Project Operating Expenses for any such year shall be adjusted by Landlord to the amount that such Project Operating Expenses would have been if the average tenant occupancy during that year had been ninety-five (95%) percent. The term Base Year means the twelve (12) month period during which Base Project Operating expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeare calculated.

Additional Rent. (a) Notwithstanding the provisions of Sections 3 and 4 above, Sublessee agrees for each year during the Term, commencing on the first anniversary of the Commencement Date, and continuing each year thereafter, to pay Sublessor, as additional rent under this Sublease, an amount equal to Sublessee’s “Percentage” (as hereinafter defined) of the amount by which “Operating Expenses” and “Real Estate Taxes” (under and as defined in the 9300 ICF-International Sublease) exceed Operating Expenses and Real Estate Taxes under the 9300 ICF-International Sublease during the 1999 calendar year. Sublessee’s Percentage for this purpose shall be deemed to be eighty percent (80%). (b) In addition, Sublessee agrees for each month during the Term, to pay, as additional rent under this Sublease, all other operating expenses which are excluded from the aforesaid definition of Operating Expenses for the entire Subleased Premises, specifically including, but without limitation, the cost of electricity, cleaning, security, and additional shuttle bus hours. Copies of all relevant statements and bills received by Sublessee or Sublessor will be provided pursuant to the applicable provisions of the ICF-International Sublease and pursuant hereto, together with a statement of the amount of additional rent, if any, which Sublessee or Sublessor are required to pay under this Section. (c) Sublessee’s proportionate share of the additional rent payments described in Section 5(a) and 5(b) shall be paid on an estimated basis in accordance with the procedures described in Section 3(b) of the Leases and shall be reconciled in accordance with Section 3(b) of the Leases; provided that Sublessee shall make all payment of additional rent in the same manner of payment of rent, on the first day of each month during the Term. Upon the request of Sublessee, Sublessor shall take all steps possible to cause ICF-HB to cause an audit of the statement of Operating Expense Increases pursuant to Section 3(b) of the Leases; provided, however, that Sublessee shall pay all costs and expenses related to any such audit, and any such audit shall be performed in accordance with the Leases. Sublessor shall deliver to Sublessee, within ten (10) business days after receipt thereof, Sublessee’s proportionate share of any refunds of any overpayments of additional rent for purposes of payment of Operating Expenses or Real Estate Taxes received by Sublessor. Sublessee shall also pay to Sublessor, as additional rent, all reasonable and customary charges for any additional services provided to Sublessee hereunder in accordance with the provisions hereof, including, without limitation, charges and fees for alterations; and after-hours heating and air-conditioning services. Sublessee’s obligation to pay additional rent and to receive refunds of additional rent overpayments, if any, shall survive until reconciliation of such costs for the last year of the Term is complete. For the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; all Base Rent and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” additional rent shall be deemed referred to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, collectively as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute“Rental.”

Additional Rent. For In addition to the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feetBasic Rent to be paid by Sublessee, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building --------------- Sublessee shall mean 114,782 square feetpay to Sublessor, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term Term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by additional rent (hereinafter "Additional Rent"): A. One hundred (100%) percent of the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are Landlord's Tax Costs due from Sublessor to Landlord under the Master Lease except that the Base Tax Year shall be the City of Waltham fiscal year beginning July 1, 1995 and ending June 30, 1996. B. One hundred (100%) percent of the Landlord's Operating Costs due from Sublessor to the Landlord under the Master Lease except that the Base Operating Costs shall be Landlord's Operating Costs for calendar year 1996. C. As Additional Rent, $0.85 (85(cent)) per square foot per year for electricity charges for the Demised Premises. D. All other rent, additional rent, costs, charges and expenses which Sublessor is required to pay to Landlord under the Master Lease with respect to the Demised Premises only. Upon receipt of Landlord's Statement or Landlord's Tax Statement from Landlord pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 provisions of Section 4.2 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Master Lease, provided however Sublessor shall deliver such Statement to Sublessee with a detailed description of Sublessee's share of Additional Rent. Sublessor and Sublessee agree that Sublessee shall pay 100% at the end of all charges payable each fiscal year for electricity Operating Costs, and other utilities supplied to the Sublet Premises; 100% of all charges each Tax Year for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situatedTax Costs, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied an appropriate payment or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments refund shall be made concurrently with the payment of the Rent upon which the tax is based within twenty-five (25) days after Sublessor delivers to Sublessee Landlord's Statement or Landlord's Tax Statement, as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeapplicable.

Additional Rent. For the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee Subtenant shall pay to Sublandlord as Additional Rent its share (as and when Sublessor’s payments are due from Sublessor pursuant set forth in Section 4.3(b) above) of the amount by which (i) amounts payable by Sublandlord to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor Landlord pursuant to Article 4 7 of the Prime Master Lease over sums incurred in respect of Taxes and Operating Expenses, exceed (ii) applicable amounts for each such category payable by Sublessor pursuant Sublandlord to Landlord under Article 4 7 of the Prime Master Lease for the calendar year ending December 31, 2006; and 2019, with such payments to commence January 1, 2020. Subtenant understands that the term “Taxes” includes “Payment in Lieu of Taxes” known as “PILOT.” OMM_US:76369748.8 Subtenant shall also pay (bw) the share of BID Taxes applicable to the Subleased Premises, (x) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 Theater Surcharge or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied Percentage Rent as applicable to the Sublet Premises; 100% of all 26th floor under the Master Lease , (y) the Annual HVAC Special Charge, which is currently set at $5,643.24 per year and subject to increase from time to time and (z) the condenser water charges imposed by Landlord and referenced in Section 2.4 above. For informational purposes, Percentage Rent for services supplied the 37th floor is currently $5,531.40 per year and is set to increase to $8,297.16 on July 1, 2019. Sublandlord shall invoice Subtenant at the Sublet Premises (except as otherwise set forth in this Sublease) same frequency it receives and 100% of invoice from Landlord for all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations components of Additional Rent, which invoices will be based upon Landlord’s calculation or estimate of such charges in the applicable year (EXCEPT AS SET FORTH BELOW), and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee Subtenant shall pay Sublessor for such Additional Rent to Sublandlord within 30 days after Subtenant’s receipt of an invoice therefor. Such Additional Rent, together with any and all out other amounts payable by Subtenant to Sublandlord pursuant to the terms of pocket expenses this Sublease, shall be hereinafter referred to as the “Additional Rent.” Additional Rent charges shall also be subject to annual reconciliation as determined by Landlord under the Master Lease (including “Landlord’s Reconciliation”), and Subtenant understands that such Landlord’s Reconciliation for the reasonable accountants final year of the Sublease may not be available until after the expiration of the Term. Subtenant shall promptly pay to Sublandlord any underpayment identified by the post-Term Landlord’s Reconciliation and attorneys feesSublandlord shall promptly refund to Subtenant any overpayment identified therein, even if the applicable Landlord’s Reconciliation occurs after the expiration of the Term; provided that the foregoing obligation shall terminate two (2) incurred years following the applicable tax year or calendar year. The foregoing obligation shall survive the termination of this Sublease, so long as any revised statement is sent by Sublessor in connection Sublandlord to Subtenant with two (2) years of the applicable tax year or calendar year. It is the intent of the parties with respect to Additional Rent, that Sublandlord shall not profit from the pass through, but shall rather reconcile all pass throughs on an annual basis based on Landlord’s Reconciliation under the Master Lease. Upon written request from Subtenant from time to time, Sublandlord shall provide any applicable documentation delivered by Landlord to Sublandlord, which evidences such disputeAdditional Rent.

Additional Rent. Tenant shall continue to pay Tenant’s Share of Operating Expenses with respect to the Existing Premises through the Surrender Date; provided, however, if Tenant retains possession of the Existing Premises following the Surrender Date, then Tenant shall continue to pay ▇▇▇▇▇▇’s Share of Operating Expenses for the Existing Premises in accordance with the terms of Section 3(e) above. In addition, commencing on the Relocation Date and continuing through the Extension Term, Tenant shall also pay Tenant’s Share of Operating Expenses for the Relocation Premises and for purposes of calculating the same (i) the “Premises” shall be deemed to be the Relocation Premises and (ii) Tenant’s Share with respect to the Building shall be deemed to be 30.2536% (8,160 rsf / 26,972 rsf) and Tenant’s Share with respect to the Property shall be deemed to be 8.4296% (8,160 rsf / 96,802 rsf). In addition, as of the Relocation Date, the third to last sentence of Section 4(B) of the Original Lease is amended and restated in its entirety as follows: “Tenant shall not be obligated to pay for Controllable Property Expenses (as hereinafter defined) in any year after the 2024 calendar year to the extent they have increased by more than eight percent (8%) per annum, compounded annually on a cumulative basis from the 2024 calendar year during the Term.” For the purposes avoidance of this Sublease: doubt, Impositions (as defined in the Lease) shall include the Texas margin tax and/or any other business tax imposed under Texas Tax Code Chapter 171 and/or any successor statutory provision. With respect to Operating Expenses which Landlord allocates to the entire Property, ▇▇▇▇▇▇’s Share of such Operating Expenses shall be adjusted by Landlord in the future for changes in the physical size of the Premises or the Property; and, with respect to Operating Expenses which Landlord allocates only to the Building, ▇▇▇▇▇▇’s Share of such Operating Expenses shall be adjusted by Landlord in the future for changes in the physical size of the Premises or the Building. In addition, with respect to Operating Expenses which Landlord allocates to multiple (but not all of) buildings in the Property, then Tenant’s Share of such costs shall be calculated by a fraction the numerator of which is the rentable square feet in the Premises and the denominator is the rentable area of the Sublet buildings that such Operating Expense is allocated. Landlord may equitably increase Tenant’s Share for any item of expense or cost reimbursable by Tenant that relates to a repair, replacement, or service that benefits only the Premises mean 25,697 square feet, which is the agreed rentable square foot area or only a portion of the Sublet Premises; and Property or Building that includes the rentable area of Premises or that varies with occupancy or use. Landlord reserves the Building shall mean 114,782 square feet, which is right from time to time to redefine the agreed rentable square foot area of the Building; and “Sublessee’s ShareProperty” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event include additional buildings not previously included or to exclude certain buildings that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputewere previously included.

Additional Rent. For the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” (a) Subtenant shall be deemed responsible for paying all then current operating expenses as additional rent, including but not limited to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under Operating Expenses as defined in the Prime Lease shall be increased or decreased during sections 5.1, 5.2, 5.3, 5.4 and 5.5 and utilities as defined in the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by Prime Lease section 6.1 (the Building Owners and Managers Association“Additional Rent”). Sublessee shall pay as The Additional Rent as and when Sublessor’s payments are due from Sublessor is payable pursuant to the Prime Lease Sublesseeto the extent relating to the Subleased Premises and shall be reimbursed to the Sublandlord 100% as billed by the Prime Landlord, or Prime Landlord’s Share of: agents, together with any actual and reasonable additional management fees that may be charged by Prime Landlord’s property management company to provide and manage these services. The estimated amount of the Additional Rent will be billed monthly along with the Rent and will be due within five (a5) any increases in charges incurred by Sublessor pursuant to Article 4 days after the 1st of each month. Subtenant will have all rights under section 5.4 of the Prime Lease over sums incurred by Sublessor pursuant as it relates to Article 4 of the Prime Lease Final Accounting for the calendar expense year. The Subtenant will be responsible for Subtenant’s prorated share of any increases in the Operating Expenses included in the Additional Rent once the final accounting has been completed for the expense year ending December 31at issue, 2006; andand Subtenant shall receive a refund to the extent it is determined that Subtenant paid in excess of its prorated share after the final accounting has been completed. (b) any increases in The Subtenant shall be responsible for paying directly to the provider all charges incurred for all utilities, services, materials and other items provided to the Subleased Premises to the extent such utilities, services, materials and other items are not provided by Sublessor Prime Landlord pursuant to the Prime Lease. If Subtenant shall request freight elevator facilities, heat, cooled air or mechanical ventilation or any other service for which a charge is imposed pursuant to the Prime Lease or otherwise by Prime Landlord, Subtenant shall pay the full amount of such charge (to the extent not payable by Subtenant as Additional Rent, as defined above) within twenty (20) days after receipt of written demand therefor (i) to Prime Landlord directly for such services, or (ii) to Sublandlord if Prime Landlord bills Sublandlord for such services. Sublandlord and Subtenant shall request that Prime Landlord forward copies of invoices for such services directly to Subtenant, with copies sent to Sublandlord. (c) The current Additional Rent payable under the Prime Lease (which sum may be adjusted annually pursuant to the applicable provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute$22,739.31 per month.

Additional Rent. For Throughout the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feetTerm, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building Subtenant shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed pay to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996Sublandlord, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: additional rent, one hundred percent (a100%) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for any additional services supplied provided to Subtenant and/or the Subleased Premises at the request of Subtenant or to the Sublet Premises extent caused by Subtenant’s alterations to the Subleased Premises, including, but not limited to after-hours HVAC pursuant to Section 27 below; or any special and non-standard services requested by Subtenant in connection with its use and occupancy of the Subleased Premises. Sublandlord and Subtenant acknowledge and agree that Base Rent shall include utility costs for the Building Common Areas and Subtenant’s share of Operating Expenses and Taxes (as such terms are defined in the Prime Lease), but shall expressly exclude electricity and janitorial costs for the Subleased Premises, which shall be the sole responsibility of Subtenant. All sums other than the Base Rent payable by Subtenant under this Sublease shall be deemed “Additional Rent” (together with Base Rent, the “Rent”) and payable, except as otherwise set forth in this Subleaseherein, within ten (10) and 100% days of all such charges resulting receipt of an invoice or statement from SublesseeSublandlord. Subtenant’s violation of any provision obligation to pay Rent shall survive the termination of this Sublease; and . All electricity provided to the Subleased Premises (c) If applicable including, without limitation, electricity in order to power the jurisdiction where heating, ventilation and air conditioning systems exclusively serving the Sublet Premises are situatedSubleased Premises), Sublessee shall be separately metered or sub-metered as of the Early Access Date. Subtenant shall make payments directly to the entity providing such electricity service to the Subleased Premises. Notwithstanding the foregoing, Sublandlord shall pay for the monthly charge for utility costs attributable to the Common Areas. Subtenant shall have use of and be liable for all rentalaccess to (at no additional cost or expense) its pro rata share of the 12790 Building’s infrastructure, salesincluding HVAC, use water, gas, power, elevators, access controls, emergency generator and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant equipment unique to this Sublease. Any such payments shall be made concurrently with the payment of 12790 Building and project which has been designed to support the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeSubleased Premises.

Additional Rent. a. For the calendar year 2024 (being the calendar year in which the Additional Premises Commencement Date occurs), and for calendar year 2025 (being the calendar year in which the last Additional Premises Abatement Month is scheduled to occur), Tenant’s Proportionate Share of Expenses and Taxes (i.e., Additional Rent under the Lease) provided for in Section 5 of the Lease shall be calculated separately for the Additional Premises and the Existing Premises, but not for any subsequent years of the Term of the Lease. In subsequent years, Additional Rent shall be calculated, together, for the Additional Premises and the Existing Premises. Additional Rent for the Additional Premises for calendar year 2024 shall be abated in full, all as and to the extent provided in Section 5(c) below. b. Without limiting the terms of Section 5(c) below regarding certain abatement of Additional Rent relative to the Additional Premises, all as and to the extent set forth in the last sentence of Section 5(a) above and in said Section 5(c), for purposes of this Sublease: the rentable area calculating Additional Rent payable on account of the Sublet Additional Premises mean 25,697 square feetfor calendar year 2024 and for calendar year 2025, which is and notwithstanding anything in the agreed rentable square foot area of Lease or this Amendment to the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feetcontrary, which is the agreed rentable square foot area of the Building; and “SublesseeTenant’s Proportionate Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated determined in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise definition thereof set forth in this Sublease) and 100% Section 5.D. of all such charges resulting from Sublessee’s violation the Lease, except that the numerator of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments fraction described therein shall be made concurrently with 5,029 Rentable Square Feet (i.e., being the payment Rentable Square Feet of the Rent upon which the tax is based Additional Premises as set forth abovein Section 1 hereinabove), for a Tenant’s Proportionate Share of .79%. Sublessor shall provide Sublessee with copies For purposes of all documentation received by Sublessor from Landlord in support of calculations of calculating Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 on account of the Prime Lease Existing Premises for calendar year 2024 and for calendar year 2025, “Tenant’s Proportionate Share” shall continue to be 7.52%, as provided in Section 1.N. of the Lease. For purposes of calculating Additional Rent payable on account of the Additional Premises and the Existing Premises, together, for all calendar years falling in whole or in part during the Term and occurring after calendar year 2025, “Tenant’s Proportionate Share” shall be determined in accordance with the definition thereof set forth in Section 5.D. of the Lease, except that the numerator of the fraction described therein shall be 52,910 Rentable Square Feet (ai.e., being the Rentable Square Feet of the Additional Premises and the Rentable Square Feet of the Existing Premises, together) request documentation evidencing the accuracy for a Tenant’s Proportionate Share of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute.8.31

Additional Rent. For the purposes of All monies other than Monthly Base Subrent required to be paid by Sublessee under this Sublease: the rentable area , including, without limitation, (i) fifty percent (50%) of Operating Expenses (as defined in Section 3.2 of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; Master Lease) actually due and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased payable by Sublessor under Section 3.2 of the Prime Lease shall be increased or decreased during Master Lease, and (ii) fifty percent (50%) of utility charges with respect to utilities serving the term Master Premises (including the Subpremises), and (iii) fifty percent (50%) of this Sublease, Sublessee’s Share shall be recalculated any building/premises-related maintenance expenses (not otherwise included in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (aOperating Expenses) any increases in charges incurred by Sublessor pursuant to Article 4 the Master Lease to the extent such expenses are incurred with respect to the Subpremises as well as the balance of the Prime Lease over sums Master Premises (e.g. building maintenance contract, fire alarm system maintenance contract if continued under one contract serving the entire building, and the like), and (iv) fifty percent (50%) (unless otherwise specified) of the costs incurred by Sublessor pursuant for the Shared Services described in Section 5 hereof (but shall not be deemed to Article 4 include rent payable under the Master Lease with respect to any such portions of the Prime Lease for the calendar year ending December 31Avago Premises) shall be deemed additional rent (“Additional Subrent”) and shall be payable within fifteen (15) days after receiving an invoice from Sublessor. Sublessee and Sublessor agree, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions as a material part of the Prime Lease other than Article 3 or 4 of the Prime Leaseconsideration given by Sublessee to Sublessor for this Sublease, provided however that Sublessee shall pay 100% of all charges payable for electricity costs, expenses, taxes, insurance, maintenance and other utilities supplied charges of every kind and nature arising in connection with the Subpremises under the Master Lease with respect to the Sublet Premises; 100% of all charges Subterm, such that Sublessor shall receive, as net consideration for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) , full reimbursement thereof. Monthly Base Subrent and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments Additional Rent hereinafter collectively shall be made concurrently with the payment of the Rent upon which the tax is based referred to as set forth above“Subrent”. Sublessor shall provide shall, promptly upon receipt, deliver to Sublessee with copies of all documentation communications pertaining to the Subpremises received by Sublessor from Landlord the Master Lessor, including without limitation all notices and backup detail of Operating Expenses and any other charges, it being understood, however, that in support no event will Sublessor be deemed in default of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant Sublease if it inadvertently fails to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute provide such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputecommunications.

Additional Rent. The Additional Rent as outlined in this Clause 3 is predicated in part upon estimated Additional Rent on a square foot basis (hereinafter "Additional Rent" as defined in this Clause 3(b). For the purposes remainder of calendar year 2000, Tenant shall pay to Lessor monthly, estimated Additional Rent based on current Real Estate Tax and Operating Cost amounts. Prior to the first day of January each calendar year thereafter, Lessor shall furnish Lessee with an estimate of the Additional Rent for the ensuing calendar year. The monthly installments of the Additional Rent shall be increased or decreased by one-twelfth of the ratio of the number of square feet of net usable area in the Leased Premises to total useable square feet in the Building multiplied by such estimate. For the purpose of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” Lease: (a) Additional Rent shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased Tenant's pro rata share of all "Real Estate Taxes" (as defined in Clause 3(d) due and payable during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by Lease Term for the Building Owners and Managers Association. Sublessee shall pay of all "Operating Costs" (as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant defined in Clause 3(e)) relating to the Prime Lease Sublessee’s Share of: (a) any increases in charges Building incurred by Sublessor pursuant to Article 4 Lessor in connection with the ownership, operation, and maintenance of the Prime Building during the Lease over sums incurred by Sublessor pursuant Term. The Lessor shall have the right to Article 4 equitably adjust the amount included in Operating Costs for the costs of those services (if any) which are provided to less than all of the Prime Lease tenants of the Building, so that Lessor is reimbursed for all (but not more than all) of such costs; provided, however, that nothing in this sentence contained shall permit Lessor to adjust Operating Costs so as to recover the calendar year ending December 31, 2006; andcosts of providing services to vacant space (excluding vacant space in the Leased Premises) in the Building. (b) any increases It is agreed by Lessor and Tenant, for purposes of calculating Tenant's pro rata share, that the usable area in charges incurred by Sublessor pursuant to provisions the Building is 47,328 square feet and that the usable area of the Prime Lease other than Article 3 or 4 of Leased Premises is 26,069 square feet, and is subject to adjustment if the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable usable square footage in the jurisdiction where building should change during the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputelease term.

Additional Rent. For the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall All monies other than Base Rent required to be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased paid by Sublessor under the Prime Master Lease as to the Subleased Premises shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated paid by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent hereunder as and when Sublessor’s payments such amounts are due from under the Master Lease, as incorporated herein. All such amounts shall be deemed additional rent (“Additional Rent”); provided, however that Sublessee shall only be liable for any amounts payable by Sublessor to Master Lessor as “Operating Expenses”, “Real Estate Taxes” and “Utilities” (as defined in Section 4.2 of the Master Lease) to the extent the same are in excess of any amounts payable by Sublessor as to the Subleased Premises in calendar year 2009 (the “Base Year”). Sublessee and Sublessor agree that the Subleased Premises account for 72.64% of the obligation for total Operating Expenses, Real Estate Taxes and Utilities chargeable to Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases Master Lease, for purposes of calculating those costs chargeable to the Subleased Premises in charges incurred by the Base Year. Base Rent and Additional Rent hereinafter collectively shall be referred to as “Rent”. Sublessee and Sublessor pursuant to Article 4 agree, as a material part of the Prime Lease over sums incurred consideration given by Sublessee to Sublessor pursuant for this Sublease, subject to Article 4 of the Prime Lease for the calendar year ending December 31Base Year above, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity costs, expenses, taxes, insurance, maintenance and other utilities supplied charges of every kind and nature arising in connection with this Sublease, the Master Lease as to the Sublet Subleased Premises; 100% of all charges , or the Subleased Premises, such that Sublessor shall receive, as a net consideration for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from , the Base Rent payable under Paragraph 4.A. hereof. Notwithstanding the foregoing, in the event any cost or expense is incurred under the Master Lease for Sublessee’s violation sole benefit (including the disproportionate use of any provision utilities or dedicated HVAC units) or as a result of this Sublease; and Sublessee’s request for certain services (c) If applicable in the jurisdiction where the Sublet Premises are situatedsuch as after hours HVAC charges), Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeentire cost thereof.

Additional Rent. 4.1. For the purposes of this Sublease: period from the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; Commencement Date through and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending including December 31, 2006; and 1999, Subtenant shall pay Sublandlord, without demand, abatement, offset, counterclaim or setoff, in equal monthly installments on the first day of each calendar month, 'Pass-through Rent' at the rate of TWO HUNDRED SIXTY TWO THOUSAND EIGHT HUNDRED SIXTY SEVEN DOLLARS (b$262,867.00) any increases per year or TWENTY ONE THOUSAND NINE HUNDRED FIVE DOLLARS AND 58/100 ($21,905.58)) per month. Thereafter, for each Operating Year (as hereinafter defined), or a portion thereof, all or a portion of which occurs after December 31, 1999, Subtenant shall pay, as Escalation Rent, within the applicable time periods set forth for the relevant additional rent and escalation rent payments in charges incurred by Sublessor pursuant the Prime Lease, an amount equal to provisions Subtenant's Proportionate Share (as hereinafter defined) of all of the Prime Lease other than Article 3 or 4 additional and escalation rents as are required to be paid by Sublandlord, as Tenant, with respect to such Operating Year, under each and every one of the provisions of the Prime Lease, provided however including, without limitation, Articles 4 and 5 of the Prime Lease (such amount(s) as Sublandlord is required to pay to Prime Landlord under the Prime Lease being hereinafter referred to as 'Additional Rent(s)' and Subtenant's Proportionate Share of Additional Rent(s), or any other charge(s) required to be paid by Subtenant hereunder, except Fixed Rent, being hereinafter referred to as 'Escalation Rent(s)'), it being the intention and agreement of the parties hereto that Sublessee Sublandlord's payment obligation with respect to the same shall pass to Subtenant, and Subtenant shall be obligated to pay to Sublandlord so much of all of the Additional Rent and charges required to be paid under the Prime Lease as is equivalent to Subtenant's Proportionate Share thereof, except that Subtenant shall not be obligated to pay any portion of any Additional Rent or charges arising out of special services furnished by Prime Landlord directly to Sublandlord but not to Subtenant or arising out of any default by Sublandlord under the Prime Lease not caused by a default by Subtenant (or by any parties holding by or under Subtenant) hereunder. 4.2. From and after January 1, 2000, Sublandlord shall furnish to Subtenant, on a monthly basis or otherwise during each Operating Year, a written statement, based upon a comparable statement received by Sublandlord from Prime Landlord (together with a copy of such Prime Landlord's statement, with any non-relevant items, which Sublandlord determines to be confidential, redacted) setting forth Sublandlord's determination of the Escalation Rents for that month (any one or more of which Sublandlord-issued statements being hereinafter called the 'Operating Statement(s)'), which Operating Statements shall constitute a final determination as between Sublandlord and Subtenant of Escalation Rent for the period represented thereby, except that if Sublandlord receives a refund from Prime Landlord, or there shall be a deficiency in the payment of Additional Rent pursuant to the provisions of the Prime Lease, in the case of a refund, Sublandlord shall pay 100% of all charges payable for electricity and other utilities supplied to Subtenant an amount equal to the Sublet Premises; 100% amount which represents Subtenant's Proportionate Share of all charges such refund for services supplied any period for which Subtenant has paid Escalation Rent (including any interest on such sum received by Sublandlord pursuant to the Sublet Premises (except as otherwise set forth Prime Lease), and in the case of a deficiency, Subtenant shall pay to Sublandlord, on demand, an amount equal to the amount which represents Subtenant's Proportionate Share of such deficiency. Sublandlord agrees, upon the request of Subtenant, to furnish to Subtenant a copy of the statement from Prime Landord upon which any Operating Statement was based, provided Sublandlord may delete therefrom any information which is not relevant to the determination of the amount of Escalation Rents payable hereunder. 4.3. Sublandlord's failure during the Term to prepare and/or deliver, or any error made by Sublandlord in the preparation of, any Operating Statements or bills, or Sublandlord's failure to make a demand, under this Sublease) and 100% of all such charges resulting from Sublessee’s violation of Article 4 or any other provision of this Sublease; and (c) If applicable , shall not in the jurisdiction where the Sublet Premises are situatedany way be deemed to be a waiver of, Sublessee shall pay and be liable for all rentalor cause Sublandlord to forfeit or surrender, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 collect any portion of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to Escalation Rent which may have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such dispute.become

Additional Rent. For This Lease is intended to be a triple-net Lease with respect to Landlord; and subject to Paragraph 13(b) below, the purposes Base Rent owing hereunder is (1) to be paid by Tenant net of all costs and expenses relating to Landlord's ownership and operation of the Project and the Building, and (2) not to be reduced, offset or diminished, directly or indirectly, by any cost, charge or expense payable hereunder by Tenant or by others in connection with the Premises, the Building and/or the Project or any part thereof. The provisions of this Sublease: Paragraph 4(b) for the rentable area payment of Tenant's Proportionate Share(s) of Expenses (as hereinafter defined) are intended to pass on to Tenant its share of all such costs and expenses. In addition to the Base Rent, Tenant shall pay to Landlord, in accordance with this Paragraph 4, Tenant's Proportionate Share(s) of all costs and expenses paid or incurred in connection with the operation, maintenance, management and repair of the Sublet Premises mean 25,697 square feetPremises, which is the agreed rentable square foot area Building and/or the Project or any part thereof (collectively, the "Expenses"), including, without limitation, all the following items (Tenant's Proportionate Share(s) of the Sublet Premises; Expenses is hereinafter referred to as "Additional Rent"): (1) All supplies, materials and rental equipment used in the rentable area operation and maintenance of the Building shall mean 114,782 square feetProject. (2) Utilities, which is that are not separately metered to Tenant, including, without limitation, water, power, gas, sewer, waste disposal, communication and cable T.V. facilities, heating, cooling, lighting and ventilation of the agreed rentable square foot area Project. (3) A management fee equal to [...***...] of the annual Base Rent derived from the Building; and “Sublessee’s Share” shall be deemed all wages, salaries and other compensation for any employees who provide service to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and/or the Project; provided such wages, salads and Managers Association. Sublessee other compensation shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant not exceed [...***...] in any given year (the "Wage Ceiling) (such Wage Ceiling to increase each year by [...***...] of the Prime Lease Sublessee’s Share of:Wage Ceiling for the preceding year). (a4) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease Legal and accounting services for the calendar year ending December 31Project, 2006including, but not limited to, the costs of audits by certified public accountants of Basic Operating Cost records; and provided, however, that legal expense shall not include the cost of (bi) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable negotiating lease terms for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if anyprospective tenants, (excluding income taxes ii) negotiating termination or extension of Sublessorleases with existing tenants, (iii) levied proceedings against any other specific tenant relating to such tenant's breach of its lease, including without limitation failure to pay rent or imposed by any governmental other sums due to Landlord from such tenant, or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (aiv) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) legal costs incurred by Sublessor in connection with development and/or construction of the Project. (5) All insurance premiums and costs, including but not limited to, the premiums and costs of fire, casualty, liability, rental abatement and earthquake insurance applicable to the Project and Landlord's personal property used in connection therewith (and all mounts paid as a result of loss sustained that would be covered by such dispute.policies but for "deductible" or self-insurance provisions); provided, however, that Landlord may, but shall not be obligated to, carry earthquake *CONFIDENTIAL TREATMENT REQUESTED

Additional Rent. For the purposes of this Sublease: the rentable area Tenant shall pay to Landlord, as Additional Rent, its Percentage Share of the Sublet Premises mean 25,697 square feetfollowing expenses incurred by Landlord, which is relating to the agreed rentable square foot area of the Sublet Premises; and the rentable area operation of the Building shall mean 114,782 square feet, which is and the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased Land as a whole during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners Term and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share ofany extension hereof: (a) All real estate taxes and other taxes relating to the Premises, Building and Land, municipal charges, and other like assessments (any increases betterment assessments will be computed based upon payment over the longest period permitted by law for making payments of said assessments) (b) Landlord's reasonable expenses in charges incurred by Sublessor connection with its repair and maintenance obligations pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor V(a) hereof; (c) Landlord's insurance expenses pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006IX(a) hereof; and (bd) any increases Landlord's reasonable expenses in charges incurred by Sublessor pursuant to provisions respect of its obligations concerning maintenance of certain "Common Areas" of the Prime Lease other than Article 3 or 4 Franklin Industrial Park, as set forth in the Protective Covenants. Tenant shall also pay as Additional Rent Landlord's Management Fee, which shall be fixed at an amount equal to Four percent (4%) of the Prime effective rate of Base Rent (without regard to so-called "free rent" or any other like concession), during each year of the Term or any extension thereof. Landlord shall reasonably estimate the total amount of all such expenses as of June 1 for each year of this Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied with reference to the Sublet Premises; 100% twelve month period beginning on the following July 1 (the "Lease Year"), and shall furnish its computations to Tenant together with any available supporting data. Thereafter, Tenant shall be responsible on a monthly basis for the payment of an amount equal to the total estimate of such expenses for the Lease year as a whole, multiplied by the Percentage Share, and further divided by twelve. Such amount shall be payable in equal monthly installments on the first of each month (with appropriate proration, as in the case of the Base Rent, in the event that the Commencement Date does not fall on the first day of the month). Within forty- five (45) days after the end of each Lease Year, Landlord shall also furnish to Tenant computations showing its actual expenses, reasonable documentation supporting the same, and a recomputation, if necessary, of Tenant's allocable portion thereof. Tenant, shall, upon demand, pay any underpayments, and any overpayments shall be paid or credited to Tenant's obligations hereunder. Tenant also agrees to pay all charges for services supplied utility services, including, but not limited to heat, water, gas, and electricity, rendered to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and to be liable responsible for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeown rubbish removal.

Additional Rent. For the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “SublesseeIn addition to Subtenant’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Base Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share ofObligation: (a) any increases in charges incurred by Sublessor pursuant Lobby – Beginning as of May 1, 2010 Subtenant shall pay to Article 4 Safeway monthly installments equal to Subtenant’s Pro Rata Share of the Prime Lease over sums incurred Base Rent payable by Sublessor pursuant to Article 4 of Safeway under the Prime Master Lease for the calendar year ending December 311st Floor lobby area of the Building. It is agreed that the Net Rentable Area of the lst Floor Lobby is 7,008 sq. ft. and the rent per square foot for the lobby is the same as for the Subleased Premises. Each installment shall be paid not later than the date by which Subtenant’s Base Rent Obligation is required to be paid. For example, 2006; andsince at July 1, 2010, Subtenant’s Pro Rata Share is 48%, and Subtenant would pay additional rent on 3,364 sq. ft. (48% x 7,008) at the same rent/sq. ft rate that Subtenant pays for the Subleased Premises. (b) any increases For the period through April 30, 2010, Subtenant shall pay to Safeway Subtenant’s Pro Rata Share of “Assignee’s Additional Rent Obligation” (as such term is defined in charges incurred by Sublessor pursuant to provisions Section 5.2.2 of the Prime Lease other than Article 3 or 4 Assignment and subject to any adjustments as provided in such Section). It is agreed that Subtenant has paid to Safeway Subtenant’s Pro Rata Share of the Prime LeaseAssignee’s Additional Rent Obligation through April 30, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and2010. (c) If applicable in For the jurisdiction where balance of the Sublet Premises are situatedSublease Term, Sublessee Subtenant shall pay to Safeway Subtenant’s Pro Rata Share of all increases in Basic Operating Costs and be liable Estimated Basic Operating Costs (as such terms are defined in Sections 1.12, 1.25 and 3.06 of the Master Lease) for the Leased Premises attributable to each “Comparison Year” (as defined in Section 3.05 of the Master Lease) over the actual Basic Operating Costs for the 2010 calendar year (the “Base Year”) in accordance with the procedures and provisions of Sections 3.04 and 3.05 of the Master Lease. Subtenant shall pay all rental, sales, use such amounts (including any estimates of such amounts) to Safeway at least five (5) days prior to the date such sums are due and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed owing by any governmental or municipal authority having authority on payments by Sublessee Safeway to Master Landlord pursuant to this Sublease. Any such payments shall be made concurrently with the payment terms and conditions of the Rent upon which the tax is based as set forth aboveMaster Lease. Sublessor Safeway shall provide Sublessee with copies a schedule or a periodic invoice as well as a copy of all documentation received any demand letter it receives from the Master Landlord to substantiate any estimated or actual amounts in advance of any payment by Sublessor from Landlord in support of calculations of Additional Rent Subtenant. All amounts payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights Subtenant pursuant to Section 4.6 of the Prime Lease to subparagraphs (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent), and (b) dispute such calculations and seek (c) of this Section 6.3 are herein referred to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputecollectively as “Subtenant’s Additional Rent Obligation.”

Additional Rent. For Commencing on the purposes of this Sublease: the rentable area commencement of the Sublet Premises mean 25,697 square feetEarly Occupancy Period and continuing throughout the Term, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease all monies other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied Monthly Base Rent required to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable paid by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant including, without limitation: (i) one hundred percent (100%) of all utility charges with respect to Section 4.6 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out utilities serving the Premises, including without limitation any excess, “after hours” (as defined in Exhibit C of pocket expenses the Master Lease) or supplemental utility consumption within the Premises; (including ii) damages recoverable due to a default under the reasonable accountants and attorneys feesMaster Lease which is the result of any default or failure of performance by Sublessee under this Sublease; (iii) Sublessee’s Share of all costs incurred by Sublessor in connection with such disputethe installation, maintenance, operation and repair of the electric car charging stations provided to Sublessor under the Master Lease, (iv) Sublessee’s own telephone, telecommunications and data communications charges, and any other utility and janitorial charges contracted for directly by Sublessee, (v) all personal property taxes, charges and assessments on Sublessee’s trade fixtures, equipment and other personal property located in the Premises, (vi) all permit, license or other governmental fees or charges arising out of Sublessee’s use and operation of the Premises, and (vii) any other costs or expenses due from Sublessee to Sublessor under this Sublease (provided, however that Sublessee's obligation to pay Sublessee’s Share of Operating Expenses shall not commence until the Commencement Date shall occur) shall collectively be deemed "Additional Rent" and, if not contracted for directly by Sublessee, shall be payable to Sublessor within twenty (20) days after receiving an invoice from Sublessor. Sublessee’s obligation to pay Additional Rent shall survive the expiration or earlier termination of the Term. Monthly Base Rent and Additional Rent hereinafter collectively shall be referred to as "Rent”. As used herein, "Sublessee's Share" shall mean Twenty-Two and Forty-Two Hundredths Percent (22.42%) (32,492/144,902).

Additional Rent. For Subtenant agrees to pay to Sublandlord, commencing on the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feetOccupancy Date, its pro rata share, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall to be deemed to mean 22.3933.33%, which is the agreed percentage obtained hereafter "Subtenant's Pro Rata Share", of any and all additional rent payable by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor Sublandlord under the Prime Lease shall be increased or decreased during the term Sublease Term (exclusive of this Subleaseutilities addressed under Section 6 below), Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996including, without limitation, interior maintenance, whether paid directly by Sublandlord, as promulgated by the Building Owners and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant to the Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 permitted under Section 3.3 of the Prime Lease, provided however or by Sublandlord to Prime Landlord. Notwithstanding the fact that Sublessee the same as deemed additional rent under the Prime Lease, Subtenant shall pay 100% of all charges payable not be responsible for electricity and other utilities supplied (i) late fees, holdover payments, default damages, or interest due under the Prime Lease which relate to the Sublet Premises; 100% acts or omissions of all charges for services supplied to Sublandlord under the Sublet Prime Lease, (ii) costs of maintenance, repair or replacement of portions of the Premises (except as otherwise set forth other than the Subleased Premises), (iii) costs of maintaining the Building in this Subleasecompliance with laws, (iv) and 100% costs of all such charges resulting from Sublessee’s violation indemnifying Prime Landlord for acts of Sublandlord, (iv) share of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if anyprofit made by Sublandlord on another sublease, (excluding income taxes v) costs of SublessorSublandlord's insurance other than the insurance required under Sections 6.2(a) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon Prime Lease, (vi) costs incurred in restoring the building after a casualty, (vii) costs of Prime Landlord obtaining any insurance which Sublandlord fails to obtain, (viii) costs of Prime Landlord performing any obligation under the tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received Prime Lease which Sublandlord failed to perform, and (ix) attorney's fees charged by Sublessor from Prime Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 connection with enforcement of the Prime Lease against Sublandlord (except to (a) request documentation evidencing the accuracy extent that such enforcement is occasioned by the default of Landlord’s calculations Subtenant hereunder). Subtenant acknowledges that Subtenant is responsible for the provision of Additional Rentsecurity, janitorial and (b) dispute such calculations and seek trash removal services to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeSubleased Premises.

Additional Rent. For In addition to the purposes Base Rent payable by Subtenant as provided above, Subtenant shall pay to Sublandlord the following: (i) prior to the 2024 Commencement Date, Fifty-Five and Thirty-Three Hundredths percent (55.33%) (“Subtenant’s Proportionate Share”) of this Sublease: all Operating Expenses due and payable by Sublandlord to Landlord under the rentable area Master Lease, including, but not limited to, all Real Property Taxes, insurance premiums, costs of repairs, and utilities; (ii) from and after the 2024 Commencement Date, Subtenant’s Proportionate Share shall equal one hundred percent (100%) and all references herein to Subtenant’s Proportionate Share shall mean and equal one hundred percent (100%); (iii) one hundred percent (100%) of the Sublet charges for any services and utilities provided solely to the Subleased Premises mean 25,697 square feetdue under the Master Lease with respect to the Term to the extent payable to Landlord under the Master Lease and otherwise not included as Base Rent, which is the agreed rentable square foot area including such service and utility charges pursuant to Sections 15 and 16 of the Sublet PremisesMaster Lease; and/or (iv) any costs and expenses related or attributable to Subtenant, or the rentable area use and occupancy of the Building Subleased Premises by Subtenant or any permitted assignee or Subtenant (e.g. personal property taxes, overuse of utilities or requested overtime HVAC services). All amounts payable by Subtenant under this Section 3(b) are referred to in this Sublease as “Additional Rent.” The term “Rent” as used herein shall mean 114,782 square feetall Base Rent and Additional Rent. Each amount due to pursuant to Section 3(b) above and each other amount payable by Subtenant hereunder, which unless a date for payment of such amount is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the agreed percentage obtained by dividing 25,697 by 114,782. In the event that the rentable square foot area leased by Sublessor under the Prime Lease shall be increased or decreased during the term of provided for elsewhere in this Sublease, Sublessee’s Share shall be recalculated in accordance with ANSI Z65.1-1996, as promulgated by the Building Owners due and Managers Association. Sublessee shall pay as Additional Rent as and when Sublessor’s payments are due from Sublessor pursuant payable to the Prime Lease SublesseeSublandlord at the same time and in the same manner as Base Rent, but in no event later than the date on which any such amount is due and payable under the Master Lease. Sublandlord shall deliver to Subtenant all Annual Statements immediately following receipt. Subtenant shall have the right to cause an Independent Review of Landlord’s Share of: (a) any increases books and records as provided in charges incurred by Sublessor pursuant to Article 4 Section 7.7 of the Prime Master Lease over sums incurred by Sublessor pursuant provided that Subtenant has requested Sublandlord to Article 4 perform such Independent Review at least ten (10) business days prior to the expiration of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant period to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee elect an Independent Review and Sublandlord shall pay 100% of all charges payable for electricity and other utilities supplied notify Landlord prior to the Sublet Premises; 100% expiration of all charges for services supplied to such period. Following Subtenant’s request, Sublandlord shall timely notify Landlord in the Sublet Premises (except as otherwise time period set forth in this Sublease) Section 7.7 of the Master Lease and 100% perform such Independent Review on Subtenant’s behalf, but at Subtenant’s sole cost and expense (subject to reimbursement pursuant to Section 7.7 of all the Master Lease). Upon completion of such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable Independent Review, the parties shall reconcile the Operating Expense in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. Any such payments shall be made concurrently with the payment of the Rent upon which the tax is based same manner as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 7.7 of the Prime Lease to (a) request documentation evidencing the accuracy of Landlord’s calculations of Additional Rent, and (b) dispute such calculations and seek to have them adjusted, provided that Sublessee shall pay Sublessor for any and all out of pocket expenses (including the reasonable accountants and attorneys fees) incurred by Sublessor in connection with such disputeMaster Lease.