Common use of Additional Rent Clause in Contracts

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing on Seller, as landlord under the Commencement DateLeases, for each calendar year is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management of the Term (prorated Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any calendar year falling partially within the Term)period after Closing, Tenant Seller shall pay or credit any such amounts to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”)Buyer at Closing. Prior To the extent that estimated payments of Operating Expense Pass-Throughs are required to the Commencement Date be paid monthly by any tenant, and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such tenant's lease year, or the calendar year, a statement (“Landlord’s Statement”) in reasonable detailsuch estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, including supportive documentation, setting forth (a) with the amount of Tenant's actual responsibility appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for Additional Rent, such tenant shall be finally prorated between Seller and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant Buyer at the time Landlord furnishes of such reconciliation with the statementtenant, orusing the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement there shall be final a re-proration between Seller and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety Buyer, taking into account the additional amount collected from (90or refunded to) days from receipteach tenant. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period In furtherance of three (3) years following each yearthe foregoing, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility ▇ to Tenants for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditOperating Expense Pass-Throughs.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as "Additional Rent" for each calendar year or portion thereof during the Term Tenant's Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Prior to the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord's estimate of Operating Costs, Taxes and Tenant's Additional Rent for the Term)following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent Landlord’s Insurance one-twelfth (as defined below1/12th) and Real Property Taxes (collectively known as “of the estimated Additional Rent”. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord's prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). Prior to . (3) As soon as reasonably practicable after the Commencement Date end of the Base Year and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receiptafter receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall keep records showing all expenditures incurred provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord's statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in a timely manner relieve Tenant of Tenant's obligation to pay any amounts due Landlord based on Landlord's statement. (4) If Tenant's Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within ten (10) days of Tenant's receipt of Landlord's statement. If the total payments made by Tenant on account thereof exceed Tenant's Additional Rent as finally determined for such year, Tenant's excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within ten (10) days after Tenant's receipt of Landlord's final statement for the calendar year in which this Lease terminates, the difference between Tenant's Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Base Taxes or Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant's Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each calendar year in which Taxes are reduced by any such exemption, Taxes for a period of three (3) years following each year, and such records year shall be made available calculated on the basis of the amount the Taxes for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal officethe year would have been in the absence of the exemption. Any dispute with respect The obligations of Landlord to ▇▇▇▇▇▇▇▇'s calculations refund any overpayment of Tenant's actual responsibility for Additional Rent must be raised by and of Tenant within ninety (90) days to pay any Additional Rent not previously paid shall survive the expiration of receipt the Term. Notwithstanding anything to the contrary in this Lease, if there is at any time a decrease in Taxes below the amount of Landlord’s Statement the Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in accordance with the delivery requirements in Section 12.2 which such decrease occurs and all subsequent periods, Base Taxes shall be resolved by reduced to equal the parties through consultation Taxes for the year in good faith within sixty (60) days of written notice of disputed charge. However, if which the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditdecrease occurs.

Additional Rent. Commencing on the Lease Commencement DateDate (as determined pursuant to Paragraph 2.3 above) and continuing throughout the Lease Term, in addition to the Base Monthly Rent and to the extent not required by Landlord to be contracted for each calendar year of the Term (prorated for any calendar year falling partially within the Term)and paid directly by Tenant, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as the “Additional Rent”)) the following amounts: (a) An amount equal to all Property Operating Expenses (as defined in Article 13) incurred or to be incurred by Landlord. Prior Payment shall be made by whichever of the following methods (or combination of methods) is (are) from time to the Commencement Date time designated in writing by Landlord: (i) Landlord may forward invoices or bills for such expenses to Tenant, and at least thirty Tenant shall, no later than ten (3010) days prior to the beginning due date, pay such invoices or bills and deliver satisfactory evidence of each calendar year thereaftersuch payment to Landlord, and/or (ii) Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of may ▇▇▇▇▇▇'s Additional Rent▇ to Tenant, on a periodic basis not more frequently than monthly, the amount of such expenses (or group of expenses) as paid or incurred by Landlord, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the amount of such expenses within ten business days after receipt of a written ▇▇▇▇ therefor from Landlord, and/or (iii) Landlord may deliver to Tenant Landlord’s reasonable estimate of any given expense (such as Landlord’s Insurance Costs or Real Property Taxes), or group of expenses, which it anticipates will be paid or incurred for the ensuing calendar or fiscal year, as Landlord may determine, and Tenant shall pay to Landlord an amount equal to the estimated amount of such expenses for such year in equal monthly installments during such year with the installments of Base Monthly Estimated Rent beginning Rent. Landlord reserves the right to revise such estimate from time to time. Landlord reserves the right to change from time to time the methods of billing Tenant for any given expense or group of expenses or the periodic basis on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five which such expenses are billed. (365b) day year. For each calendar year Landlord’s share of the Term consideration received by Tenant upon certain assignments and sublettings as required by Article 7. (c) Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord pursuant to Article 13; and (d) Any other charges or reimbursements due Landlord from Tenant pursuant to the terms of this Lease. Notwithstanding the foregoing, Landlord may elect by written notice to Tenant to have Tenant pay Real Property Taxes or any portion thereof directly to the applicable taxing authority, in which case Tenant shall make such payments and deliver satisfactory evidence of payment to Landlord no later than ten (10) days before such Real Property Taxes become delinquent. In the event Tenant is responsible for paying Additional Rentto pay taxes directly, Landlord shall furnish have no obligation to Tenant by written noticemake such payments, delivered in accordance with Article 22 and within sixty (60) days after the end whether or not Landlord receives evidence of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of payment from Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility in all cases be responsible for Additional Rentany fines, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statementpenalties, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent interest and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent damages for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditlate payment.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Operating Expense Adjustment. Tenant shall pay to Landlord as additional rent Landlord’s Insurance (Tenant's Proportionate Share of operating expenses and real property taxes for the Building. Effective January 1 of each year Landlord shall estimate the operating expenses and real property taxes. Monthly rent for that year shall be increased by one-twelfth of Tenant's Proportionate Share of operating expenses and real property taxes, provided that Landlord may revise its estimate during any year with reasonable cause and the additional estimate shall be payable as defined below) equal additions to rent for the remainder of the calendar year. Following the end of each calendar year, Landlord shall compute Tenant's actual Proportionate Share of operating expenses and Real Property Taxes (collectively known as “Additional Rent”)real property taxes and bill Tenant for any deficiency or credit Tenant with any excess collected. Prior to the Commencement Date Tenant shall pay any such deficiency and at least Landlord shall pay any such credit within thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) after Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentbilling, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant whether or not this Lease shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant have expired or terminated at the time Landlord furnishes of such billing. 19.1.1 As used herein "real property taxes" as used herein shall mean all taxes and assessments of any public authority against the statementBuilding and the land on which it is located, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditcontesting any tax and any form of fee or charge imposed on Landlord as a direct consequence of owning or leasing the Premises, including but not limited to, rent taxes, gross receipt taxes, leasing taxes, or any fee or charge wholly or partially in lieu of or in substitution for ad valorem real property taxes or assessments, whether now existing or hereafter enacted. As used herein, "operating expenses" shall mean all costs of operating, maintaining, managing, replacing and repairing the Building as determined by standard real estate accounting practice, including, but not limited to: all water and sewer charges; the cost of natural gas and electricity provided to the Building; janitorial and cleaning supplies and services for the common areas of the Building; administration costs and management fees; superintendent fees; security services, if any; insurance premiums; licenses, permits for the operation and maintenance of the Building and all of its component elements and mechanical systems; ordinary and emergency repairs and maintenance, and the annual amortized capital improvement cost (amortized over such a period as Landlord may select but not shorter than the period allowed under the Internal Revenue Code and at a current market interest rate) for any capital improvements to the Building. "Operating expenses" shall also include all assessments under recorded covenants or master plans and/or by owner's associations. In the event the average occupancy level of the Building for any calendar year was or is not one hundred percent (100%) of full occupancy, then the estimated operating expenses and actual operating expenses for such year shall be proportionately adjusted by Landlord to reflect those costs which have occurred had the Building been one hundred percent (100%) occupied during such year.

Additional Rent. Commencing on the Commencement DateLandlord shall, for each calendar year of the Term within one hundred twenty (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60120) days after the end of such calendar yeareach Operating Period (or as soon thereafter as it is reasonably able to do so), furnish Tenant with a statement of the Operating Expenses and Taxes during such year and a computation of the Additional Rent owed by Tenant for such Operating Period (“Expense Statement”). Failure of Landlord to provide an Expense Statement within such time period shall not be a waiver of Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for right to collect any Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the Expense Statement shows that the actual amount of Tenant's actual responsibility Tenant owes for such Operating Period is more than the estimated Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentspaid by Tenant for such Operating Period, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant difference within thirty (30) daysdays after Tenant’s receipt of the Expense Statement. If the variance Expense Statement shows that Tenant paid more in estimated Additional Rent than the actual amount of Additional Rent owed by Tenant for such Operating Period, Tenant shall receive a credit therefor. The credit shall be applied to future monthly payments attributable to the Additional Rent, or if this Lease has expired, such amount shall be refunded to Tenant. Unless adjusted as a result of an audit by Tenant conducted pursuant to the express terms of Section 7(c) of this Lease, the Operating Expenses, Taxes and Additional Rent set forth in the Expense Statement shall be binding upon Tenant. Provided, however, that in the event that the Term of this Lease expires, or is less terminated pursuant to the terms of this Lease, on a date other than five percent December 31, then, at the option of Landlord, Landlord may, either prior to the date on which the Term expires, or within thirty (5%30) days thereafter, elect to provide Tenant with a revised estimate of the Operating Expenses and Taxes for the Operating Period in which such expiration or termination date occurs and the Additional Rent that will be due from Tenant for such Operating Period, which estimated Additional Rent shall be prorated to reflect the portion of such Operating Period that is contained within the Term (the “Final Expense Estimate”). In the event that Landlord elects to deliver a Final Expense Estimate to Tenant, then (i) Tenant shall pay the cost prorated Additional Rent reflected in the Final Expense Estimate within thirty (30) days after Tenant’s receipt of said auditsuch Final Expense Estimate; (ii) the estimated amount of the Additional Rent for the final Operating Period shall be binding upon Landlord and Tenant; and (iii) Landlord shall not thereafter seek from Tenant any additional payment of Additional Rent if the actual Operating Expenses and Taxes for such Operating Period are greater than those reflected in the Final Expense Estimate, nor shall Landlord have any obligation to refund to Tenant any excess funds paid by Tenant to Landlord should the actual Operating Expenses and Taxes for such Operating Period be less than those reflected in the Final Expense Statement. In the event that Landlord elects not to provide Tenant with a Final Expense Estimate, then it shall be presumed that Landlord will provide Tenant with an Expense Statement within one hundred twenty (120) days after the end of the final Operating Period contained in the Term, as provided above, and the Additional Rent shown in such Expense Statement shall be due from Tenant to Landlord within thirty (30) days after Tenant’s receipt of such statement.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), All sums payable by Tenant under this Lease other than Base Rent shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as be deemed “Additional Rent”);” the term “Rent” shall mean Base Rent and Additional Rent. Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish estimate in advance and charge to Tenant the following costs, to be paid with the Base Rent on a written statement setting forth monthly basis throughout the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional RentLease Term, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on but commencing with the first day of every successive calendar the first month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in Lease Term: (i) all Real Property Taxes for which Tenant is responsible liable under Sections 5.01 and 5.02 of this Lease, (ii) all utility costs (if utilities are not separately metered) for paying Additional Rentwhich Tenant is liable under Section 6.01 of this Lease, (iii) all insurance premiums for which Tenant is liable under Sections 7.01 and 7.06 of this Lease and (iv) all CAM Expenses for which Tenant is liable under Section 8.04 of this Lease. Collectively, the aforementioned Real Property Taxes, insurance, utility, and CAM Expenses shall be referred to as the “Total Operating Costs”. For reference purposes only and not as any representation by Landlord as to such information, the 2010 budget for the Total Operating Costs is attached hereto as Exhibit H and incorporated herein by this reference. Landlord may adjust its estimates of Total Operating Costs at any time based upon Landlord’s experience and reasonable anticipation of costs. Such adjustments shall furnish be effective as of the next Rent payment date after notice to Tenant by written notice, delivered in accordance with Article 22 and within sixty Tenant. Within one hundred twenty (60120) days after the end of such calendar yeareach Fiscal Year during the Lease Term, Landlord shall deliver to Tenant a statement (“Landlord’s Statement”) prepared in accordance with generally accepted accounting principles setting forth, in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made Total Operating Costs paid or incurred by Landlord during the yearpreceding Fiscal Year and Tenant’s Pro Rata Share of such expenses. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five Within thirty (4530) days after ▇▇▇▇▇▇'s Tenant’s receipt of such statement. If , there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the sum of Tenant's Monthly Estimated Rent payments during case may be) in order that Landlord shall receive the year exceeds the entire amount of Tenant's actual responsibility ’s Pro Rata of such costs and expenses for Additional Rent, Landlord shall such period. In addition to its obligation to pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final its Pro Rata Share of Total Operating Costs, Tenant is required hereunder to pay directly to its suppliers, vendors, carriers and binding upon contractors, certain insurance premiums, utility costs, personal property taxes, maintenance and repair costs and other expenses, collectively “Additional Expenses.” If Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as pays for any Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement Expenses in accordance with the delivery requirements in Section 12.2 and terms of this Lease, Tenant’s obligation to reimburse such costs shall be resolved by the parties through consultation an Additional Rent obligation payable in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward full with the next Base monthly Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditpayment.

Additional Rent. (i) Commencing on the Commencement Date, Tenant shall pay Landlord as “Additional Rent” for each calendar year of or portion thereof during the Term (prorated Tenant’s Share of Operating Costs and Taxes for any such calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance or portion thereof. (as defined belowii) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning end of each calendar year thereafteryear, Landlord shall furnish to notify Tenant a written statement setting forth the following: (a) of Landlord's ’s estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s ’s Additional Rent (“Monthly Estimated Rent”)for the following calendar year. Tenant shall pay to Landlord the Monthly Estimated Rent beginning Commencing on the Commencement Date first day of January of each calendar year and continuing on the first day of every successive calendar month thereafter during in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the Termestimated Additional Rent. Monthly Estimated Rent If Landlord thereafter estimates that Operating Costs or Taxes for a period of less such year will vary from Landlord’s prior estimate, Landlord may, by notice to Tenant and not more often than one month time in any calendar year, revise the estimate for such year (and Additional Rent shall thereafter be prorated on a daily basis payable based on a three hundred sixty-five the revised estimate). (365iii) day year. For As soon as reasonably practicable after the end of each calendar year of the Term in which Tenant is responsible for paying Additional Rentyear, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (the “Landlord’s Actual Statement”) in reasonable detailwith respect to such year, including supportive documentation, setting forth (a) showing Operating Costs and Taxes for the amount of Tenant's actual responsibility for Additional Rentyear, and (b) the sum of Tenant's Monthly Estimated Rent total payments made during the yearby Tenant with respect thereto. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Unless Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects raises any objections to Landlord’s Statement statement within ninety (90) days from receiptafter receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. Landlord shall keep records showing all expenditures incurred as Additional Rent for each use commercially reasonable efforts to tender to Tenant the Actual Statement no later than one hundred eighty (180) days following the end of the applicable calendar year for a period year. If Tenant does object to such statement, then Landlord shall provide Tenant with reasonable verification of three (3) years following each year, the figures shown on the statement and such records the parties shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal officenegotiate in good faith to resolve any disputes. Any dispute with respect objection of Tenant to ▇▇▇▇▇▇▇▇'s calculations ’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver ▇▇▇▇▇▇▇▇’s statement in a timely manner relieve Tenant of Tenant's actual responsibility ’s obligation to pay any amounts due Landlord based on Landlord’s statement. Notwithstanding anything to the contrary herein, Tenant shall not be responsible for Additional Rent must be raised ▇▇▇▇▇▇’s Share of any Operating Costs or Taxes attributable to any calendar year which are first billed to Tenant more than eighteen (18) months following the expiration of the calendar year in which the Operating Cost and/or Taxes is first incurred and Landlord receives the bill therefor. Further, in no event shall the foregoing provision describing the time period during which Landlord is to deliver the Actual Statement in any manner limit or otherwise prejudice Landlord’s right to modify such Actual Statement after such time period if any new or additional bills or invoices relating to such Actual Statement are received by Tenant within Landlord following such eighteen (18) month period. Within ninety (90) days of receipt of (the “Audit Election Period”) after Landlord furnishes to Tenant the Actual Statement for any calendar year, Tenant may, at its expense during Landlord’s Statement normal business hours, elect to audit Landlord’s Operating Costs for such calendar year only, subject to the following conditions: (1) there is no uncured Event of Default under this Lease; (2) the audit shall be prepared by an independent certified public accounting firm of recognized regional or national standing and reasonably approved by Landlord; (3) in accordance with no event shall any audit be performed by a firm retained on a “contingency fee- basis; (4) the delivery requirements in Section 12.2 audit shall commence within thirty (30) days after Landlord makes Landlord’s books and records available to Tenant’s auditor and shall be resolved by the parties through consultation in good faith conclude within sixty (60) days after commencement; (5) the audit shall be conducted in San Mateo County where Landlord maintains its books and records and shall not unreasonably interfere with the conduct of Landlord’s business; and (6) Tenant and its accounting firm shall treat any audit in a confidential manner and shall each execute Landlord’s standard reasonable confidentiality agreement for ▇▇▇▇▇▇▇▇’s benefit prior to commencing the audit. Tenant shall deliver a copy of such audit to Landlord within five (5) business days of receipt by Tenant. This paragraph shall not be construed to limit, suspend, or ▇▇▇▇▇ ▇▇▇▇▇▇’s obligation to pay Rent when due, including estimated Operating Costs. After verification, Landlord shall credit any overpayment determined by the audit report against the next Rent due and owing by Tenant or, if no further Rent is due, refund such overpayment directly to Tenant within thirty (30) days of determination. Likewise, Tenant shall pay Landlord any underpayment determined by the audit report within thirty (30) days of determination. The foregoing obligations shall survive the expiration or earlier termination of the Lease. If Tenant does not give written notice of disputed charge. Howeverits election to audit during the Audit Election Period, if Landlord’s Operating Costs for the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision applicable calendar year shall be based on generally accepted accounting principles deemed approved for all purposes, and Tenant shall be final and binding on have no further right to review or contest the partiessame. If there is a variance of five percent (5%) or more between said decision audit and Landlord's ’s determination of Tenant's actual responsibility for Additional RentLandlord’s Operating Costs, Landlord shall pay the costs of said audit and the audit. (iv) If Tenant’s Additional Rent for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall credit any overpayment toward pay Landlord the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant deficiency within thirty (30) daysdays of Tenant’s receipt of Landlord’s Actual Statement. If the variance is less than five percent (5%)total payments made by Tenant on account thereof exceed ▇▇▇▇▇▇’s Additional Rent for such year, ▇▇▇▇▇▇’s excess payment shall be credited toward the Additional Rent next due from Tenant shall pay the cost of said audit.under this

Additional Rent. Commencing on All amounts, other than Base Rent, payable by Tenant to Landlord pursuant to the Commencement Dateprovisions of this Lease shall be payable as additional rent (collectively, for each calendar year of the Term (prorated for any calendar year falling partially within “Additional Rent”). The Base Rent and all Additional Rent are collectively referred to as “Rent.” During the Term), Tenant shall pay to Landlord as additional rent Tenant’s Proportionate Share of the Taxes, Landlord’s Insurance (and Common Area Expenses as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation Rent in monthly installments of one-twelfth (1/121/12th) of Landlord's ’s estimate of ▇▇▇▇▇▇'s the Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning due in any calendar year commencing on the Commencement Date and continuing on the first day of every each successive calendar month thereafter during the Term. Monthly Estimated Landlord may, from time to time, make reasonable adjustments in its estimate of Additional Rent. Subsequent Additional Rent deposits by Tenant for a period of less than one month such year shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year the revised estimate of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within Within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit end of the disputed matter from an independentcalendar year for which estimates of Additional Rent were made, certified public accountant selected actual Additional Rent due for such year shall be calculated by both Landlord and sent to Tenant, whose decision shall be . If Tenant’s Proportionate Share of actual Additional Rent exceeds the deposits paid by Tenant based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent’s estimates, Landlord shall ▇▇▇▇ Tenant for the excess amount and Tenant shall pay the costs of to Landlord said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant amount within thirty (30) daysdays of receipt of such billing. If Tenant’s Proportionate Share of actual Additional Rent is less than the deposits paid by Tenant based on Landlord’s estimate thereof, Tenant shall, at the option of Landlord, be paid such excess amount or be given a credit for the excess amount against the next Additional Rent deposit due for the subsequent year. If the variance is less Term commences on any day other than five percent (5%)the first day of January, or if the Term ends on any day other than the last day of December, any Additional Rent due Landlord shall be pro-rated, based on a 365 day year. Upon expiration or termination of this Lease, Tenant shall pay such pro-rated amount within thirty (30) days of receipt of such billing. This covenant shall survive the cost expiration or termination of said auditthis Lease. For purposes of this Lease, Tenant’s prorata share shall be 66.28% (the “Proportionate Share”), it being agreed that such percentage is subject to measurement as hereinafter provided in Article 30.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall Subtenant agrees to pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known Sublandlord, as “Additional Rent” hereunder and without any deduction or setoff whatsoever, 100% of the amounts paid with respect to “Operating Costs” (as defined in the Prime Lease) above the amounts paid for calendar year 2008, and 100% of the amounts paid with respect to “Taxes” (as defined in the Prime Lease) above the amounts paid for fiscal year 2008 (i.e. July 2007 through June 2008). Sublandlord shall provide Subtenant with all documentation furnished to Sublandlord by Prime Landlord under the Prime Lease with respect to Operating Costs and Taxes (the “Statement of Expenses”). Prior Subtenant shall make monthly payments to Sublandlord on account of Prime Landlord’s estimation of amounts payable by Subtenant with respect to Operating Costs and Taxes in the Commencement Date same manner and at least thirty (30) the same time as Base Rent is paid hereunder. Subtenant may, within 90 days prior to the beginning after receiving Sublandlord’s Statement of each calendar year thereafterExpenses, Landlord shall furnish to Tenant a give Sublandlord written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent notice (“Monthly Estimated RentReview Notice”). Tenant shall pay ) that Subtenant intends to Landlord review Sublandlord’s records of the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive Expenses for that calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year Within a reasonable time after receipt of the Term in which Tenant is responsible Review Notice, Sublandlord shall make all pertinent records available for paying Additional Rentinspection that are reasonably necessary for Subtenant to conduct its review. If any records are maintained at a location other than the office of the Building, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 Subtenant may either inspect the records at such other location or pay for the reasonable cost of copying and within sixty (60) shipping the records. Within 60 days after the end of such calendar yearrecords are made available to Subtenant, a statement Subtenant shall have the right to give Sublandlord written notice (an “Landlord’s StatementObjection Notice”) stating in reasonable detaildetail any objection to Sublandlord’s Statement of Expenses for that year. If Subtenant fails to give Sublandlord an Objection Notice within the 60 day period or fails to provide Sublandlord with a Review Notice within the 90 day period described above, including supportive documentationSubtenant shall be deemed to have approved Sublandlord’s Statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Subtenant provides Sublandlord with a timely Objection Notice, setting forth (a) Sublandlord and Subtenant shall work together in good faith to resolve any issues raised in Subtenant’s Objection Notice. If Sublandlord and Subtenant determine that Expenses for the calendar year are less than reported, Sublandlord shall provide Subtenant with a credit against the next installment of Rent in the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the yearoverpayment by Subtenant. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement The records obtained by Subtenant shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred treated as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditconfidential.

Additional Rent. Commencing on the Commencement DateThis Lease is a triple net lease, for each calendar year meaning and intending that in addition to payment of the Term (prorated for any calendar year falling partially within the Term)Base Rent, Tenant Lessee shall pay to Landlord directly or reimburse Lessor for Lessee’s proportionate share of all taxes, insurance costs, operating costs, charges and expenses actually incurred by Lessor in connection with the Leased Premises and the Building and Property, all as additional rent Landlord’s Insurance more particularly set forth hereinbelow (as defined below) and Real Property Taxes (collectively known as hereinafter “Additional Rent”). Prior Lessee’s proportionate share shall be . Base Rent and Additional Rent may sometimes hereinafter be collectively referred to as “Rent”. Lessor’s common area expenses shall include all real estate taxes, insurance costs and premiums, common area electricity, management fees, office expenses, snow removal, landscaping, water and sewer charges, the maintenance of the HVAC, building sprinkler tests, operating costs, charges and expenses directly related to the Commencement Date building and at least thirty property, association fees, and all maintenance and repairs (30) days prior to the beginning of collectively “Operating Expenses”). Lessor shall determine Estimated Operating Expenses as defined hereinbelow for each calendar year during the Term of the Lease, as same may be extended. As used herein, Estimated Operating Expenses means, with respect to each such calendar year, Lessor’s reasonable determination of the anticipated Operated Expenses, which determination shall be based on the prior year’s actual Operating Expenses and reasonable projections of changes to same adjusted to reflect full occupancy for twelve (12) months. Commencing on the date that the first installment of Base Rent is due pursuant to Article 6, and on each day that subsequent installments of Base Rent are due thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate Lessee’s proportionate share of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month Operating Expenses shall be prorated on a daily basis based on a three hundred sixty-five (365) day yearpaid by Lessee to Lessor. For After presentation to Lessee following each calendar year of during the Term of a statement in which Tenant is responsible reasonable detail summarizing the Operating Expenses for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's an adjustment shall be made to account for actual responsibility Operating Expenses for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the such calendar year. If the total amount of Tenant's actual responsibility Estimated Operating Expenses actually received by the Lessor from the Lessee for Additional Rent exceeds any calendar year shall be less than the sum of Tenant's Monthly Estimated Rent paymentsOperating Expenses for such calendar year, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds then the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement such difference shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement payable by the Lessee within ninety twenty (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (9020) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and annual statement summarizing Operating Expenses. If the total amount of the Estimated Operating Expenses actually received by Lessor from Lessee for any calendar year shall be resolved by greater than the parties through consultation in good faith Operating Expenses for such calendar year, then the Lessor shall, at its option, within sixty twenty (6020) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit delivery of the disputed matter from annual statement summarizing Operating Expenses either pay to the Lessee the amount of such excess or credit an independentequal amount against the Lessee’s Rent obligations hereunder. In the event the Commencement Date and/or Expiration Date of the Lease do not coincide with the first and last day of a calendar year respectively, certified public accountant selected by both Landlord Lessee’s obligation to pay Additional Rent for the first and Tenant, whose decision final lease years shall be based on generally accepted accounting principles and shall be final and binding on the partiesadjusted proportionately. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord Initially Lessee shall pay the costs Lessor Additional Rent of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly as Estimated Rent payment falling due or pay such overpayment to Tenant within thirty Operating Expenses (30) days. If the variance is less than five percent (5%which includes estimated real estate taxes), Tenant shall pay the cost of said audit.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Within ninety (90) days following the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord's estimate of Operating Costs, Taxes and Tenant's Additional Rent for the Term)following twelve (12) month period. Commencing on the first day of April of each calendar year and continuing on the first day of every month thereafter in such twelve (12) month period, Tenant shall pay to Landlord as additional rent Landlord’s Insurance one-twelfth (as defined below1/12th) and Real Property Taxes (collectively known as “of the estimated Additional Rent”. If Landlord thereafter estimates that Operating Costs or Taxes for such twelve (12) month period will vary from Landlord's prior estimate, Landlord may, by notice to Tenant, revise the estimate for such twelve (12) month period (and Additional Rent shall thereafter be payable based on the revised estimate). Prior to . (3) As soon as reasonably practicable after the Commencement Date end of the Base Year and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentyear, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord’s statement within one hundred twenty (b120) days after receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall provide Tenant or its designated agent with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. In the event such dispute cannot be resolved by the parties, then Tenant shall have the right to retain an independent certified public accountant which is not paid on a calculation of one-twelfth contingency basis and which is mutually approved by Landlord and Tenant (1/12the "Accountant") to complete an audit of Landlord's estimate books and records to determine the proper amount of ▇▇▇▇▇▇'s the Operating Costs, Taxes and Additional Rent (“Monthly Estimated Rent”). incurred and amounts payable by Tenant shall pay to Landlord for the Monthly Estimated Rent beginning on year which is the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end subject of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) dispute. Such audit by the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement Accountant shall be final and binding upon Landlord and Tenant. If Landlord and T▇▇▇▇▇ cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant unless notifies Landlord that Tenant objects desires an audit to be performed, then the Accountant shall be one of the "Big 4" accounting firms selected by Tenant, which is not paid on a contingency basis. If such audit reveals that L▇▇▇▇▇▇▇ has over-charged T▇▇▇▇▇, then within thirty (30) days after the results of such audit are made available to Landlord’s Statement , Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within ninety thirty (9030) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period after the results of three (3) years following each year, and such records shall be audit are made available for inspection and photocopying by to Tenant, Tenant and/or its agents during ordinary business hours at Landlord’s principal officeshall reimburse to Landlord the amount of such under-charge. Any dispute with respect T▇▇▇▇▇ agrees to ▇pay the cost of such audit unless it is subsequently determined that L▇▇▇▇▇▇▇'s calculations original statement which was the subject of such audit was in error to T▇▇▇▇▇'s disadvantage by ten percent (10%) or more of the total Operating Costs, Taxes and Additional Rent which was the subject of such audit. Any objection of Tenant to L▇▇▇▇▇▇▇’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver L▇▇▇▇▇▇▇’s statement in a timely manner relieve Tenant of Tenant's actual responsibility for ’s obligation to pay any amounts due Landlord based on Landlord’s statement. L▇▇▇▇▇▇▇’s initials Tenant’s initials (4) If Tenant’s Additional Rent must be raised as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within ninety ten (9010) business days of Tenant’s receipt of Landlord’s Statement in accordance with statement. If the delivery requirements in Section 12.2 and total payments made by Tenant on account thereof exceed T▇▇▇▇▇’s Additional Rent as finally determined for such year, T▇▇▇▇▇’s excess payment shall be resolved by credited toward the parties through consultation in good faith within sixty (60) days of written notice of disputed chargerent next due from Tenant under this lease. However, if For any partial calendar year at the dispute cannot be resolved within such period, the parties shall request an audit beginning or end of the disputed matter from an independentTerm, certified public accountant selected by both Landlord and Tenant, whose decision Additional Rent shall be based on generally accepted accounting principles and shall be final and binding prorated on the partiesbasis of a 365-day year by computing T▇▇▇▇▇’s Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. If there is a variance Notwithstanding the termination of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rentthis Lease, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), or Tenant shall pay to Landlord, as the cost case may be, within ten (10) days after T▇▇▇▇▇’s receipt of said auditLandlord’s final statement for the calendar year in which this Lease terminates, the difference between T▇▇▇▇▇’s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Base Taxes or Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant’s Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each year in which Taxes are reduced by any such exemption, Taxes for such year shall be calculated on the basis of the amount the Taxes for the year would have been in the absence of the exemption. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration of the Term. Notwithstanding anything to the contrary in this Lease, if there is at any time a decrease in Taxes below the amount of the Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in which such decrease occurs and all subsequent periods, Base Taxes shall be reduced to equal the Taxes for the year in which the decrease occurs.

Additional Rent. Commencing Tenant agrees to reimburse Landlord for Tenant's Proportionate Share (hereinafter defined) of (i) Real Property Taxes (hereinafter defined), (ii) Landlord's cost of obtaining and maintaining Landlord's Insurance (hereinafter defined), and (iii) the cost of any maintenance performed by Landlord under Paragraph 11A(2) below or which, in Landlord's reasonable discretion, is for the benefit of the Project as a whole and not reasonably allocable to any specific tenant or tenants (collectively, the ADJUSTMENTS). During each month of the term of this Lease, on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term)same day that Base Monthly Rent is due hereunder, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior Rent an amount equal to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount 1/12 of Tenant's proportionate Share of the estimated total annual cost of the Adjustments, as determined by Landlord. Tenant authorizes Landlord to use such funds to pay such costs. The initial monthly payments of Adjustments are based upon the estimated amounts for the current Lease Year (hereinafter defined) and shall be increased or decreased each Lease Year to reflect the projected actual responsibility for Additional Rent, and (b) the sum cost of all Adjustments. If Tenant's Monthly Estimated Rent total payments made during the year. If the amount of are less than Tenant's proportionate Share of the actual responsibility for Additional Rent exceeds the sum costs of Tenant's Monthly Estimated Rent paymentsall such items, Tenant shall pay the deficiency difference to Landlord within forty-five ten (4510) days after ▇▇▇▇▇▇'s receipt of such statementdemand. If the sum total payments of Tenant are more than Tenant's proportionate Share of the actual costs of all such items, Landlord shall retain such excess and credit it against Tenant's next monthly estimated payments of Adjustments. The amount of the Base Monthly Rent and the estimated monthly payments (based upon a complete calendar month) of Tenant's proportionate Share of the Adjustments for the Lease Year in which the date of this Lease occurs are as follows: (1) Base Monthly Estimated Rent payments during the year exceeds the amount of $29,834.19 (2) Real property Taxes $ 4,589.88 (3) Insurance $ 458.99 (4) Maintenance $ 917.98 --------- Monthly Payment Total $35,801.04 ---------- ---------- Tenant's actual responsibility for Additional RentPROPORTIONATE SHARE, as used in this Lease, shall mean a fraction, the numerator of which is the number of square feet of rentable area contained in the Premises and the denominator of which is the entire number of square feet of rentable area contained in the Building (as to costs which do not materially vary based on the occupancy of the Building) or is the entire rented area contained in the Building (as to costs which do materially vary based on the occupancy of the Building). If the Premises is part of a larger development (the DEVELOPMENT) owned by Landlord and the Building and one or more other buildings on parts of the Development other than the Land share the benefit of or may properly be allocated a portion of any expense, Landlord shall pay reasonably allocate any such expense among the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, Building and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect other building(s) prior to ▇▇▇▇▇▇▇▇'s calculations of applying Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within Proportionate Share to such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditexpense.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) As soon as reasonably practical, at the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the Term)upcoming calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s Insurance prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (as defined belowand Additional Rent shall thereafter be payable based on the revised estimate). (3) No later than 150 days after the end of the Base Year and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentyear, and (b) the total payments made by Tenant with respect thereto. Landlord’s failure to deliver the annual statement within such 150-day period shall not be deemed a calculation of one-twelfth (1/12) waiver of Landlord's estimate ’s rights on account of ▇▇▇▇▇▇'s any underpayment by Tenant of Operating Costs, Taxes or Additional Rent (“Monthly Estimated and Landlord’s rights shall continue in full force and effect); provided, however, that following the expiration of the Term and Tenant’s vacating the Premises, Landlord must provide such statement no later than one year after the expiration of the Term and Tenant’s vacating the Premises and, if Landlord fails to provide such statement within such 1-year period, Landlord shall not be entitled to demand that Tenant pay to Landlord any underpayment of Operating Costs, Taxes or Additional Rent”. Unless Tenant raises any objections in writing to Landlord’s statement within 150 days after Tenant’s receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall provide Tenant with the opportunity to inspect and audit Landlord’s books and records in order to verify the figures shown on the statement. Any such audit must be performed by an employee of Tenant with appropriate accounting or finance experience, or by an accounting firm pursuant to an hourly or flat fee arrangement not contingent on any savings realized as a result of the audit. Upon receipt of Tenant’s audit, Landlord shall have the right, but not the obligation, to review the audit or have the audit reviewed by a certified public accounting firm selected by Landlord and at Landlord’s cost. The parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Landlord based on Landlord’s statement. If it is finally determined that Landlord overcharged Tenant by more than six percent (6%) of what the actual charges should have been, then Landlord shall reimburse Tenant for the actual, reasonable costs of the audit, not to exceed Twenty Five Thousand Dollars ($25,000.00). Landlord shall not be deemed to be in default under this Lease as a result of Landlord’s overcharging Operating Costs, but Landlord shall refund the amount of any overpayment by Tenant and, if applicable, pay the costs of Tenant’s audit, all on the terms and conditions more particularly set forth above. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within 30 days of Tenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the Rent next due from Tenant under this Lease (or, at the end of the Term if there is no outstanding Event of Default, paid to Tenant in cash). For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 360-day year by computing Tenant’s Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration or termination of this Lease. Landlord shall pay to Tenant or Tenant shall pay to Landlord Landlord, as the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rentcase may be, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) 30 days after the end of such calendar year, a statement (“LandlordTenant’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement final statement for the calendar year in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such periodwhich this Lease terminates, the parties shall request an audit of difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the disputed matter from an independent, certified public accountant selected total amount previously paid by both Landlord and Tenant, whose decision shall be based Tenant on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditaccount thereof.

Additional Rent. Commencing on For purposes of this Lease, Tenant's "ADDITIONAL RENT" for any Fiscal Year (or portion thereof) shall mean the product of (a) Net Rentable Area of the Premises MULTIPLIED BY (b) the difference between (i) the Operating Expenses DIVIDED BY the Net Rentable Area of the Building MINUS (ii) the Expense Stop, all as applicable for the period in question. By the Commencement Date, Landlord shall estimate the Additional Rent to be due by Tenant for each calendar year the balance of the Term (prorated Fiscal Year in which the Commencement Date occurs. Thereafter, unless Landlord delivers to Tenant a revision of the estimated Additional Rent, Tenant shall pay to Landlord, coincident with Tenant's payment of Base Rent, an amount equal to the estimated Additional Rent for the remainder of such year divided by the number of months remaining in such year. From time to time during any calendar year falling partially within Fiscal Year, Landlord may estimate and re-estimate the Additional Rent to be due by Tenant for that Fiscal Year and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Additional Rent payable by Tenant shall be appropriately adjusted in accordance with the estimation so that, by the end of the Fiscal Year, Tenant shall have paid all of the Additional Rent as estimated by Landlord. After the conclusion of each Fiscal Year during the Term), and after the termination or expiration of the Term, Landlord shall deliver to Tenant a statement of actual Additional Rent due by Tenant for the Fiscal Year (or, with respect to termination or expiration, the portion of the Fiscal Year) just ended. Within thirty (30) days thereafter, Tenant shall pay to Landlord or Landlord shall credit against the next installment of Additional Rent due by Tenant (or Landlord shall refund to Tenant, if the Term has expired and all payments due by Tenant to Landlord have been paid in full) the difference between the actual Additional Rent due for such year and the estimated Additional Rent paid by Tenant during such year. In the event that Tenant is not satisfied with the statements of actual Additional Rent submitted by Landlord, Tenant shall have the annual right, at Tenant's expense and after giving twenty (20) days' prior written notice to Landlord, to cause a nationally recognized firm of independent certified public accountants reasonably acceptable to Landlord (similar to the "big six" firms as additional rent Landlord’s Insurance that term is used on the date hereof) to make a special audit of all books and records pertaining to the Operating Expenses and the statements of Additional Rent for any periods within two (as defined below2) and Real Property Taxes (collectively known as “Additional Rent”). Prior Fiscal Years prior to the review; provided, however, no review shall extend to periods of time preceding the Fiscal Year within which the Commencement Date and at least thirty falls. If any such audit reveals that Landlord overcharged Tenant for Operating Expenses by more than five percent (305%) days prior to the beginning of each calendar year thereafterin any one year, Landlord shall furnish to Tenant a written statement setting forth will pay the following: (aproportionate cost for such audit for the year(s) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Landlord was found to have overcharged Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent). If any such audit indicates that the statement submitted to Tenant is incorrect, Landlord shall pay the costs of said audit and shall credit to Tenant any overpayment toward or Tenant shall pay to Landlord any underpayment, as the next Base Rent and/or Monthly Estimated Rent payment falling case may be, which is established by any such audit. Any payments required to be made by the parties pursuant to the preceding sentence shall be due or pay such overpayment to Tenant and payable within thirty (30) days. If business days after receipt of such audit by the variance is less than five percent (5%), Tenant shall pay the cost of said auditparty required to make such payment.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Within ninety (90) days following the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord's estimate of Operating Costs, Taxes and Tenant's Additional Rent for the Term)following twelve (12) month period. Commencing on the first day of April of each calendar year and continuing on the first day of every month thereafter in such twelve (12) month period, Tenant shall pay to Landlord as additional rent Landlord’s Insurance one-twelfth (as defined below1/12th) and Real Property Taxes (collectively known as “of the estimated Additional Rent”. If Landlord thereafter estimates that Operating Costs or Taxes for such twelve (12) month period will vary from Landlord's prior estimate, Landlord may, by notice to Tenant, revise the estimate for such twelve (12) month period (and Additional Rent shall thereafter be payable based on the revised estimate). Prior to . (3) As soon as reasonably practicable after the Commencement Date end of the Base Year and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentyear, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord’s statement within one hundred twenty (b120) days after receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall provide Tenant or its designated agent with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. In the event such dispute cannot be resolved by the parties, then Tenant shall have the right to retain an independent certified public accountant which is not paid on a calculation of one-twelfth contingency basis and which is mutually approved by Landlord and Tenant (1/12the "Accountant") to complete an audit of Landlord's estimate books and records to determine the proper amount of ▇▇▇▇▇▇'s the Operating Costs, Taxes and Additional Rent (“Monthly Estimated Rent”). incurred and amounts payable by Tenant shall pay to Landlord for the Monthly Estimated Rent beginning on year which is the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end subject of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) dispute. Such audit by the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement Accountant shall be final and binding upon Landlord and Tenant. If Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, mutually agree as to the parties shall request an audit identity of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant Accountant within thirty (30) daysdays after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the "Big 4" accounting firms selected by Tenant, which is not paid on a contingency basis. If such audit reveals that Landlord has over-charged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the variance audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is less than five subsequently determined that Landlord's original statement which was the subject of such audit was in error to Tenant's disadvantage by ten percent (510%)) or more of the total Operating Costs, Taxes and Additional Rent which was the subject of such audit. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver Landlord’s statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s statement. Landlord’s initials Tenant’s initials (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the cost deficiency within ten (10) business days of said auditTenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within ten (10) days after Tenant’s receipt of Landlord’s final statement for the calendar year in which this Lease terminates, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Base Taxes or Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant’s Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each year in which Taxes are reduced by any such exemption, Taxes for such year shall be calculated on the basis of the amount the Taxes for the year would have been in the absence of the exemption. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration of the Term. Notwithstanding anything to the contrary in this Lease, if there is at any time a decrease in Taxes below the amount of the Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in which such decrease occurs and all subsequent periods, Base Taxes shall be reduced to equal the Taxes for the year in which the decrease occurs.

Additional Rent. Commencing on Subtenant agrees to pay Sublandlord of the Commencement Datefollowing amounts (collectively, for the “Additional Rent”): (i) Subtenant’s SBA Share of the Shared Building Area Costs allocable to each calendar year of during the Term (Term, prorated for any calendar year falling partially within the Term), Tenant shall pay ; (ii) Subtenant’s POC Share of the Project Operating Costs allocable to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafterduring the Term, Landlord shall furnish to Tenant a written statement setting forth prorated for any calendar year falling partially within the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, Term; and (biii) a calculation Subtenant’s PIT Share of the 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(e). Subtenant shall pay one-twelfth (1/121/12th) of Landlord's Sublandlord’s reasonable estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent 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 Project Property Taxes during such year and calculating the Additional Rent for such year. Notwithstanding anything to the 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 (1) year after the end of the calendar year in which Sublandlord paid such amount, 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 Subtenant pursuant to this section 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. 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 credited against the Rent next coming due after Subtenant’s receipt of the Expense Statement for such year; provided, any such excess existing at the end of the Term shall be refunded to Subtenant within thirty (30) days thereafter, except if Subtenant is in default hereunder, Sublandlord shall not be required to refund such excess until the default is cured by Subtenant. Within one hundred eighty (180) days after its receipt of any Expense Statement, Subtenant or its authorized representatives may review Sublandlord’s records related to the Additional Rent 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 section (an “Expense Overpayment”), then (i) Subtenant shall notify Sublandlord, in writing, of the 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 (an “Expense Underpayment”), then Subtenant shall pay to Sublandlord the Expense Underpayment within thirty (30) days after completion of such review. If Subtenant engages a third party to review any of Sublandlord’s records related to the 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 three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If 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 variance is less than five percent results of such 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 (5%)180) day period provided under this section or Subtenant does not notify Sublandlord, Tenant in writing, of an Expense Overpayment within the period required under this section, then Subtenant shall pay the cost cease to have any right to review such records or receive a refund of said auditsuch Expense Overpayment.

Additional Rent. (a) The Rentable Area in the Building is stipulated to be 285,773 square feet. Tenant shall, from time to time during the term of the Lease, pay as additional rent hereunder, an amount, per each square foot of Rentable Area within the Premises, equal to the excess ("Excess") in actual Basic Costs, over the actual 1993 Basic Costs per square foot of Rentable Area in the Building. Commencing on the Commencement Date, for each calendar year fourth (4th) anniversary of the Term (prorated for any calendar year falling partially within the Term)date of this Lease, Tenant shall pay begin paying the Excess in accordance with the provisions of this paragraph. (b) Landlord shall also have the right to Landlord as additional rent Landlord’s Insurance (as defined below) make a good faith estimate of the Excess for each upcoming calendar year and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least upon thirty (30) days prior days' notice to Tenant to require the beginning monthly payment by Tenant of one-twelfth (1-12th) of such estimated Excess, but in no event shall any such estimate be based on Basic Costs which exceed the actual Basic Costs for the previous calendar year. (c) By April 1 of each calendar year thereafterfollowing the year during which the Lease Term begins, or as soon thereafter as practical, Landlord shall furnish to Tenant a written statement setting forth the following: (a) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentactual Basic Costs for the previous calendar year, and (b) Landlord shall notify Tenant of the amount of the Excess owing by Tenant to Landlord, showing the calculations thereof which result from such statement. Tenant agrees to promptly pay Landlord, as additional rent, all Excess which has not been previously paid as estimated Excess. If for any calendar year additional rent collected for the prior year, as a calculation of one-twelfth (1/12) result of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent Excess, is greater than the additional rent actually due during such prior year, then Landlord shall refund to Tenant any such overpayment. (“Monthly Estimated Rent”). Tenant d) Notwithstanding the foregoing provisions of this Lease to the contrary, for purposes of calculating the Excess under this Lease, in no event shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall Controllable Basic Costs be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each increased in any calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant after 1993 by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of more than five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility the Controllable Basic Costs for Additional Rentthe previous calendar year. For purposes hereof, Landlord "Controllable Basic Costs" shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty mean all Basic Costs other than those enumerated in subsections (30) days. If the variance is less than five percent (5%iii), Tenant shall pay the cost (v), (vi) and (viii) of said auditparagraph 2(j) of this Lease.

Additional Rent. Commencing Beginning on the Sublease Commencement Date and continuing to the Sublease Expiration Date, for each calendar year of but subject to Subtenant’s rights to the Term (prorated for any calendar year falling partially within the Term)Abated Rent, Tenant Subtenant shall pay to Landlord Sublandlord as additional rent Landlordfor this subletting all of Tenant’s Insurance Share of the Direct Expenses that are payable by Sublandlord to Master Landlord under the Master Lease, together with any and all other Additional Rent payable under the Master Lease, as incorporated herein, and together with any and all other additional expenses, costs and charges payable to Master Landlord under the Master Lease, as incorporated herein, in connection with Subtenant’s use of the Sublease Premises. Sublandlord and Subtenant each understand, acknowledge and agree that Subtenant shall be obligated to pay Tenant’s Share of the Direct Expenses for the Sublease Premises during the Base Rent Abatement Period where Base Rent is not being charged. Tenant’s Share of Direct Expenses is currently calculated at Twenty-Two Thousand Nine Hundred Forty-Seven and 26/100 Dollars ($22,947.26) per month; provided, however, that Subtenant further understands, acknowledges and agrees that Tenant’s Share of Direct Expenses is subject to adjustment, and is further subject to such other charges as defined below) are more particularly set forth in the Master Lease, as incorporated herein. Sublandlord agrees to promptly notify Subtenant of any increase in or other statements for the payment of Tenant’s Share of Direct Expenses or Additional Rent under the Master Lease, and Real Property Taxes (collectively known as “Additional Rent”). Prior of any other amounts owing to Master Landlord under the Commencement Date Master Lease, and at least Subtenant agrees to pay Sublandlord for all such additional amounts within thirty (30) days prior of receipt of Sublandlord’s written notice thereof. Subtenant shall be entitled to the beginning all credits, if any, given by Master Landlord to Sublandlord for Sublandlord’s overpayment of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter such amounts during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing Undertenant acknowledges that pursuant to Paragraph 2.2, Additional Rental, of the Prime Lease, Tenant is obligated to pay to Prime Landlord additional rent on account of Operating Expenses and Real Estate Taxes for the Building, as more particularly described in such Paragraph. Additionally Undertenant acknowledges that pursuant to Paragraph 5, Additional Rental, of the Sublease, Underlandlord is obligated to pay to Tenant additional rent on account of the same Operating Expenses and Real Estate Taxes for the Building. Undertenant shall pay to Underlandlord, with its monthly payment of Base Rent from and after the Rent Commencement Date, Undertenant's proportionate share (being fixed at 35.41%), provided that, for each the purpose of this Secondary Sublease, the Undertenant's Base Year shall be the 2004 calendar year year. Underlandlord shall deliver to Undertenant promptly after receipt thereof, any documentation and statement of Operating Expenses or Real Estate Taxes delivered to Underlandlord by Tenant or Prime Landlord. Additional Rent payable hereunder for any partial calendar month at the beginning or end of the Secondary Sublease Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated pro-rated on a daily basis based on a three hundred sixty-five (365) day yearbasis. For each calendar year Upon Undertenant's written request, and subject to the terms and conditions of the Term in which Tenant is responsible Prime Lease, Underlandlord shall cause an audit to be conducted of Prime Landlord's books and records. Said audit shall be conducted at the sole cost and expense of Undertenant. All demands made by Underlandlord for paying Additional Rentpayment of additional rent by Undertenant hereunder, Landlord shall furnish to Tenant be accompanied by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive appropriate supporting documentation, setting forth (a) to the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency extent such supporting documentation is provided to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditUnderlandlord.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance its pro-rata share of Operating Expenses. Within sixty (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (3060) days prior to after the beginning first day of each calendar year year, or a reasonable period thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's an estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation Tenant’s pro-rata share of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the Monthly Estimated same time and place as the Base Rent beginning on is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the Commencement Date and on actual cost with respect to the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less reimbursable Operating Expenses no later than one month shall be prorated on a daily basis based on a three hundred sixtytwenty (120) days following the calendar year-five (365) day year. For each calendar end including the year of following the Term year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall will pay the any deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of as shown by such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant statement within thirty (30) daysdays after receipt of statement. If the variance total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is less than five percent not delivered to Tenant within two (5%), Tenant shall pay 2) years following the cost of said audityear in which such Operating Expense was incurred.

Additional Rent. Commencing on the Lease Commencement DateDate (as determined pursuant to Paragraph 2.3 above) and continuing throughout the Lease Term, in addition to the Base Monthly Rent and to the extent not required by Landlord to be contracted for each calendar year of the Term (prorated for any calendar year falling partially within the Term)and paid directly by Tenant, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as the “Additional Rent”), cash or other immediately available good funds in the following amounts: (a) An amount equal to all Property Operating Expenses (as defined in Article 13) incurred or to be incurred by Landlord. Prior Payment shall be made by whichever of the following methods (or combination of methods) is (are) from time to the Commencement Date time designated by Landlord: (i) Landlord may forward invoices or bills for such expenses to Tenant, and at least thirty Tenant shall, no later than ten (3010) days prior to the beginning due date, pay such invoices or bills and deliver satisfactory evidence of each calendar year thereaftersuch payment to Landlord, and/or (ii) Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of may ▇▇▇▇▇▇'s Additional Rent▇ to Tenant, on a periodic basis not more frequently than monthly, the amount of such expenses (or group of expenses) as paid or incurred by Landlord, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the amount of such expenses within ten days after receipt of a written ▇▇▇▇ therefor from Landlord, and/or (iii) Landlord may deliver to Tenant Landlord’s reasonable estimate of any given expense (such as Landlord’s Insurance Costs or Real Property Taxes), or group of expenses, which it anticipates will be paid or incurred for the ensuing calendar or fiscal year, as Landlord may determine, and Tenant shall pay to Landlord an amount equal to the estimated amount of such expenses for such year in equal monthly installments during such year with the installments of Base Monthly Estimated Rent beginning Rent. Landlord reserves the right to revise such estimate from time to time. Landlord reserves the right to change from time to time the methods of billing Tenant for any given expense or group of expenses or the periodic basis on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five which such expenses are billed. (365b) day year. For each calendar year Landlord’s share of the Term consideration received by Tenant upon certain assignments and sublettings as required by Article 7. (c) Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord pursuant to Article 13; and (d) Any other charges or reimbursements due Landlord from Tenant pursuant to the terms of this Lease. Notwithstanding the foregoing, Landlord may elect by written notice to Tenant to have Tenant pay Real Property Taxes or any portion thereof directly to the applicable taxing authority, in which case Tenant shall make such payments and deliver satisfactory evidence of payment to Landlord no later than ten (10) days before such Real Property Taxes become delinquent. In the event Tenant is responsible for paying Additional Rentto pay taxes directly, Landlord shall furnish have no obligation to Tenant by written noticemake such payments, delivered in accordance with Article 22 and within sixty (60) days after the end whether or not Landlord receives evidence of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of payment from Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility in all cases be responsible for Additional Rentany fines, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statementpenalties, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent interest and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent damages for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditlate payment.

Additional Rent. Commencing on In addition to Base Rent, the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known pay, as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning , with each installment of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Base Rent, and (b) a calculation the Tenant’s Proportionate Share of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)Operating Costs for each Lease Year or portion thereof during the Term hereof. The Tenant shall pay to the Landlord monthly installments on account of Tenant’s Proportionate Share of projected Operating Costs for the Monthly Estimated Rent beginning Lease Year, reasonably calculated by the Landlord on the Commencement Date and on basis of the first day most recent Operating Costs data for actual Operating Costs for such Lease Year, pro-rated for any partial month. If the total of every successive calendar month thereafter such monthly installments in any Lease Year is greater than the actual Operating Costs for such Lease Year, the Tenant shall be entitled to a credit against the Tenant’s Base Rent obligations hereunder in the amount of such difference; provided, however, that in the event of an overpayment by Tenant during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rentlast Lease Year, Landlord shall furnish to reimburse Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after following the end of the Lease Year. If the total of such calendar yearmonthly installments is less than the actual Operating Costs for such Lease Year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the Tenant shall pay to the Landlord the amount of Tenant's actual responsibility for Additional Rent, and such difference within thirty (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (9030) days of receipt of Landlord’s Statement billing therefor; provided, however, that in accordance with the delivery requirements in Section 12.2 and event of an underpayment by Tenant during the last Lease Year, Landlord shall be resolved by the parties through consultation in good faith ▇▇▇▇ Tenant therefore within sixty (60) days of written notice of disputed charge. However, if following the dispute cannot be resolved within such period, the parties shall request an audit end of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the partiesLease Year. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and provide Tenant with such back-up documents as it shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%)reasonably request, but Tenant shall pay not delay payment on account of any request for such documentation or the cost of said auditreceipt thereof.

Additional Rent. Commencing on (i) In addition to the Commencement DateBase Rent hereinabove reserved, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant Subtenant shall pay to Landlord Sublandlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to for the period beginning with the Commencement Date and at least thirty during the entire Sublease Term an amount equal to _____% (30"Subtenant's Proportionate Share") days prior of all amounts and charges that are attributable to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, use and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year occupancy of the Term in which Tenant is responsible for paying Additional RentOverleased Premises, Landlord shall furnish to Tenant by written noticeincluding, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar yearwithout limitation, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to operating expenses, electric current costs, insurance and taxes, payable by Sublandlord to Overlandlord pursuant to the ▇▇▇▇▇▇▇▇▇ to the extent such amounts are charged to Sublandlord as tenant under the ▇▇▇▇▇▇▇▇▇. All such amounts of additional rent shall be payable after they are billed to Sublandlord, and Subtenant shall pay such amounts to Sublandlord within the same period of time as payment is required by Sublandlord as tenant under the ▇▇▇▇▇▇▇▇▇. Any statement from Overlandlord for such amounts pursuant to the ▇▇▇▇▇▇▇▇▇ shall be conclusive upon Subtenant. The obligations of Subtenant hereunder shall survive the Expiration Date or earlier termination of this Sublease and shall include amounts payable for the entire Sublease Term even if not billed by Overlandlord or Sublandlord prior to the Expiration Date or earlier termination. Notwithstanding anything contained in this Article, at any time during the Sublease Term, the Sublandlord based on the Overlandlord's calculations statement, if any, or based on Sublandlord's estimates of TenantSubtenant's Proportionate Share based on the amounts payable in the prior Sublease Year and reasonable projections for the current Sublease Year, may estimate the amount of Subtenant's Proportionate Share for any subsequent Sublease Year and require Subtenant to pay one-twelfth (1/12) of such annual estimate each month at the same time Base Rent payments are due. At the end of each Sublease Year, or sooner at the Sublandlord's election, such estimated payments shall be compared to the actual responsibility amount paid for such Sublease Year and any overpayment will be applied to the Rent next due, and any underpayment will be due with the Rent next due, and the Subtenant's Proportionate Share for the twelve-month period immediately following shall again be estimated by Sublandlord based on current costs and estimates and one-twelfth (1/12) thereof shall be payable each month for the following year, until adjusted again pursuant to this Article. Sublandlord and Subtenant acknowledge that Subtenant has been occupying the Subleased Premises prior to the Commencement Date, and Subtenant agrees that it is and shall remain responsible for payment of all amounts and charges that are attributable to the use and occupancy of the Subleased Premises for the period prior to the Commencement Date during which Subtenant has been occupying the Subleased Premises. (ii) Subtenant covenants and agrees to pay any fees, expenses, and other charges assessed by Overlandlord pursuant to the ▇▇▇▇▇▇▇▇▇ resulting from Subtenant's use and occupancy of the Subleased Premises, including any additional services provided by the Overlandlord at the Subleased Premises, and any amounts payable because of Subtenant's acts or negligence. (iii) Any and all payments required to be made by Subtenant to Sublandlord under this Sublease other than Base Rent shall be called "Additional Rent." All Base Rent, Additional Rent must be raised and all other costs, charges and sums payable by Tenant within ninety Subtenant hereunder (90collectively "Rent") days shall constitute rent under this Sublease. Subtenant shall promptly pay the Rent as and when the same shall become due and payable without set-off or deduction, and, in the event of receipt Subtenant's failure to pay the same when due, Sublandlord shall have all of Landlord’s Statement the rights and remedies provided for in this Sublease, or at law or in equity, for non-payment of Rent. (iv) If the Subleased Premises constitute more than 50% of the Overleased Premises and the ▇▇▇▇▇▇▇▇▇ permits the tenant under the ▇▇▇▇▇▇▇▇▇ to audit the Overlandlord's books and records or to contest real estate taxes, upon the request of the Subtenant, Sublandlord will enforce its rights in accordance with the delivery requirements in Section 12.2 provisions of the ▇▇▇▇▇▇▇▇▇ provided that Subtenant shall be liable for all costs incurred as a result thereof and shall indemnify Sublandlord against and hold Sublandlord harmless from any and all such costs. Any such costs shall be deemed Additional Rent and shall be resolved paid by Subtenant within the parties through consultation time period set forth in good faith within sixty (60) days of written notice of disputed chargethe ▇▇▇▇▇▇▇▇▇. HoweverAfter deducting such costs, if the dispute cannot any resulting refund will be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord pro-rated between Sublandlord and Tenant, whose decision shall be Subtenant based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and LandlordSubtenant's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditProportionate Share.

Additional Rent. Commencing on the Commencement DateTenant shall pay, as Additional Rent ("Additional Rent"), prorated for each calendar year that part of the Lease Term (prorated for any calendar year falling partially within the Termapplicable calendar year, Tenant's Percentage Share ("Tenant's Percentage Share"), Tenant shall pay to Landlord as additional rent Landlord’s Insurance hereafter defined, of the total amount of (i) the annual operating expenses ("Operating Expenses"), as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Renthereafter defined, and (bii) a calculation the annual taxes ("Taxes"), for the Building. For all years during the Lease Term, Landlord shall, in advance, reasonably estimate for each such calendar year the total amount of onethe Additional Rent. One-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s the estimated Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month plus all applicable taxes now existing or hereafter enacted) shall be prorated payable monthly, along with the monthly payment of the Base Rent. Landlord shall use its best efforts to make such estimate on a daily basis based on a three hundred sixty-five (365) day or before January 1 of each calendar year. For each calendar On or before March 31 following a year of the Term in for which Tenant Additional Rent is responsible for paying Additional Rentpayable hereunder, Landlord shall furnish use its best efforts to provide Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's the actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each the previous year, and such records shall be made available a reasonable breakdown of the items included therein, together with an invoice for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations any underpayments of Tenant's actual responsibility for Additional Rent must (to be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant paid within thirty (30) daysdays following receipt of such invoice, or to be included with the next monthly payment of Rent, whichever shall first occur) or a check to Tenant to reimburse Tenant for any overpayment of Additional Rent. If For a period of thirty (30) days after receipt of the variance is less than five percent (5%)aforedescribed reconciliation statements, Tenant shall pay have the cost right, upon advance notice, to visit Landlord's office in the Building during Business Hours, as hereafter defined, to inspect its books and records concerning the Additional Rent. The delivery of said auditthe aforedescribed projection statement after January 1 and/or the reconciliation after March 31 shall not be deemed a waiver of any of Landlord's rights to collect monies and/or a waiver of any of the duties and obligations of Tenant as described in this section or as provided elsewhere in this Lease.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as "Additional Rent" for each calendar year or portion thereof during the Term Tenant's Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any the period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Prior to the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord's estimate of Operating Costs, Taxes and Tenant's Additional Rent for the Term)following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent Landlord’s Insurance one-twelfth (as defined below1/12th) and Real Property Taxes (collectively known as “of the estimated Additional Rent”. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord's prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). Prior to . (3) As soon as reasonably practicable after the Commencement Date end of the Base Year and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receiptafter receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, Landlord shall keep records showing all expenditures incurred provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord's statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in a timely manner relieve Tenant of Tenant's obligation to pay any amounts due Landlord based on Landlord's statement. (4) If Tenant's Additional Rent as finally determined for the year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within ten (10) days of Tenant's receipt of Landlord's statement. If the total payments made by Tenant on account thereof exceed Tenant's Additional Rent as finally determined for the year, Tenant's excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Share of the increases in Operating-Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Tenn. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within ten (10) days after Tenant's receipt of Landlord's final statement for the calendar year in which this Lease terminates, the difference between Tenant's Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Base Taxes or Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant's Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each calendar year in which Taxes are reduced by any such exemption, Taxes for a period of three (3) years following each year, and such records year shall be made available calculated on the basis of the amount the Taxes for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal officethe year would have been in the absence of the exemption. Any dispute with respect The obligations of Landlord to ▇▇▇▇▇▇▇▇'s calculations refund any overpayment of Tenant's actual responsibility for Additional Rent must be raised by and of Tenant within ninety (90) days to pay any Additional Rent not previously paid shall survive the expiration of receipt the Term. Notwithstanding anything to the contrary in this Lease, if there is at any time a decrease in Taxes below the amount of Landlord’s Statement the Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in accordance with the delivery requirements in Section 12.2 which such decrease occurs and all subsequent periods, Base Taxes shall be resolved by reduced to equal the parties through consultation Taxes for the year in good faith within sixty (60) days of written notice of disputed charge. However, if which the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditdecrease occurs.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance a) At least five (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (305) days prior to each date on which any payment on account of Additional Rent is required to be paid by Carlo Pazolini to CIT pursuant to the beginning terms of the Sublease or to Landlord pursuant to the terms of the Lease, Mesoblast shall pay to Carlo Pazolini the corresponding amount due to CIT pursuant to this Sub-Sublease. In addition, commencing on January 1, 2015, at least five (5) days prior to each date thereafter on which any payment in respect of Taxes (as defined in Section 3.01(D) of the Lease) (“CP’s Tax Payment”) and Operating Expenses (as defined in Section 3.03(E) of the Lease), (“CP’s Operating Payment”) is required to be paid by Carlo Pazolini to CIT pursuant to Section 4(c) of the Sublease, Mesoblast shall pay to Carlo Pazolini the amounts by which CP’s Tax Payment and CP’s Operating Payment exceed the respective amounts of CP’s Tax Payment and CP’s Operating Payment payable by Carlo Pazolini to CIT for the 2014 calendar year thereafteryear. Within ten (10) days after receipt of Landlord’s Statement, Landlord Carlo Pazolini shall furnish to Tenant Mesoblast a written statement setting forth CP’s Tax Payment payable on June 1 and December 1 of the following: following calendar year and CP’s Operating Payment payable each month for the following calendar year, which statement shall be based on the corresponding statements or estimates received from Landlord or CIT, as applicable, for such year. In addition, Carlo Pazolini shall furnish to Mesoblast, promptly after receipt thereof by Carlo Pazolini, copies of (ai) Landlord's estimate any Landlord Statements (as defined in the Lease) or Landlord estimates with respect to Tenant’s Operating Payments or Tenant’s Tax Payments (each of ▇▇▇▇▇▇'s such terms, as defined in the Lease) received from Landlord or CIT and (ii) any notices, estimates or statements received from CIT relating to CP’s Operating Payments and/or CP’s Tax Payments. If Carlo Pazolini shall receive any refund or credit with respect to any overpayment by Carlo Pazolini of CP’s Operating Payments and/or CP’s Tax Payments for any year with respect to which Mesoblast has made payments of Additional RentRent for same pursuant to this Paragraph 4(a), and Carlo Pazolini shall within ten (10) business days after receipt of such refund pay to Mesoblast or credit against Additional Rent payments next coming due hereunder the portion of such refund that relates to the respective Additional Rent paid by Mesoblast under this Paragraph 4(a) for such year. (b) a calculation Mesoblast shall pay for electricity supplied to the Subleased Premises directly to the utility company providing such electrical service pursuant to Section 33 of one-twelfth the Sublease. Mesoblast shall also have usage control over the HVAC package unit located within the Subleased Premises and shall be entitled to utilize one (1/121) conduit benefitting the Subleased Premises in accordance with Section 33 of Landlord's estimate the Sublease. (c) In the case of ▇▇▇▇▇▇'s any of Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning payments which are not due on the Commencement Date and a regular basis on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month month, Carlo Pazolini shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year give Mesoblast notice of the Term due date and amount thereof promptly after its receipt of an invoice from CIT or Landlord, and Mesoblast shall make payment to Carlo Pazolini (or if permitted by CIT or Landlord, directly to CIT or Landlord, as applicable) in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and each case within sixty ten (6010) days after the end its receipt of such calendar year, notice together with a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) copy of the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after related ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent▇ and/or supporting documentation received from CIT and/or Landlord, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statementas applicable, or, if except where a shorter period is specified in this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditSub-Sublease.

Additional Rent. Commencing (Real Estate Taxes): (A) In the event that the “Real Estate Taxes” (as hereinafter defined) levied on the Commencement Date, for each calendar year all or any part of the Term property of which the demised premises are a part, including the land (prorated collectively, the “Property”), shall for any calendar year falling partially within after the New York City tax year 2019/2020 (the “base tax year”) be in excess of the Real Estate Taxes levied against the Property with respect to the base tax year during the Term), Tenant TENANT shall pay to Landlord the OWNER, as additional rent Landlord’s Insurance rent, an amount equal 1.677% percent (as defined below“TENANT’S Share”) of such excess, if any. Commencing on February 1, 2020, and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning on February 1st of each calendar year thereafterthereafter during the Term, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during each of the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-following five (3655) day year. For each calendar year months (ending with July 1st,) OWNER shall ▇▇▇▇ TENANT one-sixth (1/6th) of the Term estimated amount of TENANT’s Share of Real Estate Taxes, if any, for the tax year beginning July 1st in which Tenant is responsible for paying Additional Renteach such year, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after following the end expiration of such the calendar yearyear in which said monthly payments are made, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) OWNER shall reconcile the amount of Tenant's estimated payments and actual responsibility Real Estate Taxes payable with respect for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the subject tax year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsTENANT shall pay, Tenant shall pay the deficiency to Landlord within forty-five thirty (4530) days after ▇▇▇▇▇▇'s receipt notice from OWNER any deficiency in said estimated payments, and, if any amount is due to TENANT, the same shall be paid to TENANT or credited against the next rent or additional rent payable by TENANT. In addition, TENANT shall pay, as additional rent, for each and every tax year, commencing with the tax year in which the term of such statement. If this Lease commences, TENANT’s Share of the sum business improvement district (“BID”)1 or special assessment taxes levied against OWNER for the district in which the building is located from dollar one and not of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at over the time Landlord furnishes aforesaid base tax year. TENANT’S Share of the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement business improvement district or special taxes shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement payable within ninety thirty (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (9030) days of receipt of LandlordOWNER’s Statement statement therefor. (B) If OWNER should incur any expense in accordance connection with OWNER’s endeavor to reduce or prevent increase in the delivery requirements Real Estate Taxes and/or any assessed valuation and OWNER does, in Section 12.2 and fact, achieve such reduction or prevent such assessment, as the case may be, TENANT shall be resolved obligated to pay, as additional rent, the amount computed by multiplying the TENANT’S Share by the parties through consultation expenses incurred by OWNER, provided that in good faith within sixty no event shall the expenses paid by Tenant exceed the savings to Tenant. The obligation to make any payments of additional rent pursuant to this Article, including any obligation of OWNER to credit or pay Tenant, as the case may be, pursuant to the next sentence, shall survive the expiration or other termination of this Lease for a period of two (602) days years. In the event OWNER receives a refund of written notice Real Estate Taxes arising from OWNER’s contest thereof and TENANT has paid TENANT’S Share thereof, TENANT’S Share of disputed charge. Howeversuch refund (less TENANT’S share of the expenses in procuring said refund to the extent not already paid by TENANT) shall be credited against the next installment of TENANT’s Share, and, if any amount is owed to TENANT at the dispute cantime of the expiration of this Lease, then, so long as TENANT is not be resolved within such periodin default, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision same shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment paid to Tenant TENANT within thirty (30) daysdays after such expiration. If Real Estate Taxes for the variance base tax year shall be reduced, including, but not limited to, as a result of any proceeding brought by OWNER, then for the purposes of this Article 42, Real Estate Taxes for the base tax year shall be deemed to be such amount, and any prior and future payments shall be readjusted to reflect said reduction in the base tax year. TENANT acknowledges and agrees that only OWNER shall be eligible to institute tax reduction or other proceedings. The obligations of the parties shall survive the expiration of the term of this Lease in accordance with this Article. (C) As used herein, the term “Real Estate Taxes” shall mean the aggregate amount of real estate taxes and any general or special assessments that in each case are imposed upon the Property, without taking into account any discount that OWNER receives by virtue of any early payment of Real Estate Taxes, or otherwise; provided, however, that if, because of any change in the taxation of real estate, any other tax or assessment, however denominated (including, without limitation, any franchise, income, profit, sales, use, occupancy, gross receipts or rental tax), is imposed upon the Real Property, the owner thereof, or the occupancy, rents or income derived therefrom, in substitution for or in addition to any of the Real Estate Taxes, then such other tax or assessment to the extent substituted shall be included in Real Estate Taxes for purposes hereof (calculated on the basis that the Property is OWNER’s sole asset and the income therefrom is OWNER’s sole income). Real Estate Taxes shall also include, without limitation, (i) assessments made upon or with respect to any “air” and “development” rights now or hereafter appurtenant to or affecting the Property, (ii) any fee, tax or charge imposed by any governmental or quasi-governmental authority for any vaults or vault spaces that in either case are appurtenant to the Property, and (iii) any taxes or assessments levied after the date of this Lease, in whole or in part, for public benefits to the Property, provided that the so-call BID taxes and assessments shall be separately paid in full as provided in subparagraph (A) above. Real Estate Taxes shall not include (a) any franchise, transfer, estate or inheritance taxes imposed on OWNER, or income taxes imposed upon OWNER, or (b) any fines, penalties or interest incurred as a result of OWNER’s failure to pay any Real Estate Tax when due. Except as set forth in Section 42(B) above, in no event shall Tenant be entitled to any credit in the event the Real Estate Taxes are less than five percent (5%), Tenant shall pay those in the cost of said auditbase year.

Additional Rent. Commencing on 3.3.1. In addition to the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term)Monthly Base Rent and other sums to be paid by Tenant to Landlord, Tenant shall pay to Landlord as additional rent Landlord’s Insurance the amount by which Tenant's share of Operating Expenses (as defined below) and Real Property Taxes (collectively known for any lease year or part thereof during the term exceeds Tenant's Expense Stop Base, as “Additional Rent”)set forth in the Basic Lease Provisions. Prior Tenant's share of Operating Expenses shall be an amount equal to the Commencement Date product of the Operating Expenses multiplied by Tenant's Operating Expense Percentage specified in the Basic Lease Provisions. For partial lease years during the term, the annual Operating Expenses and at least thirty (Tenant's Expense Stop Base shall be prorated on a daily basis using a 30) days prior -day month and 360-day year to determine the beginning amount of each calendar year thereafter, additional rent due to Landlord. 3.3.2. Landlord shall furnish be entitled to make an estimate of Operating Expenses projected for each lease year. Landlord shall be entitled to revise such estimate at any time and from time to time during the lease year to increase or decrease the estimate of Operating Expenses. If Landlord notifies Tenant a written statement setting forth the following: (a) that Landlord's estimate (or any revised estimate) of ▇▇▇▇▇▇'s Additional RentOperating Expenses would result in an obligation of Tenant to pay additional rent, and (b) a calculation of then upon request by Landlord, Tenant shall pay one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and such estimated additional rent on the first day of every successive calendar each month thereafter during in advance together with the TermMonthly Base Rent. Monthly Estimated Rent If Landlord shall so notify Tenant after the commencement of a lease year, then with the next payment of rent due, Tenant shall also pay to Landlord one-twelfth (1/12) of such estimated additional rent for a period each month of less than one month such lease year which has already elapsed. 3.3.3. Landlord shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year provide Tenant with an annual statement showing Tenant's share of the Term in which Tenant is responsible annual Operating Expenses over Tenant's Expense Stop Base, if any, for paying Additional Rentthe prior lease year, together with any proration. Landlord shall furnish use all reasonable efforts to Tenant by written notice, delivered in accordance with Article 22 and deliver the annual statement within sixty one hundred twenty (60120) days after the end of the lease year; provided, however, that failure of Landlord to deliver the annual statement within such calendar year, period shall not impair or constitute a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount waiver of Tenant's actual responsibility obligations to pay additional rent or cause Landlord to incur any obligation for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the yeardamages. If the amount of Tenant's actual responsibility the additional rent due for Additional Rent the lease year exceeds the sum of Tenant's Monthly Estimated Rent paymentsany amount paid by Tenant as estimated additional rent for such lease year, then Tenant shall pay the deficiency such excess to Landlord within forty-five ten (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (9010) days of receipt of Landlord’s Statement in accordance with 's statement. If the delivery requirements in Section 12.2 and amounts paid as estimated additional rent for a lease year exceed the amount of Tenant's obligation shown on the annual statement, then Tenant shall be resolved entitled to a credit against monthly installments of estimated additional rent due for the then current year. If no further sums of additional rent are or will become due against which the excess can be credited, then, subject to offset at Landlord's election against other sums owed by Tenant, Landlord shall pay such excess to Tenant within ten (10) days after delivery of the parties through consultation annual statement. All obligations to pay additional rent and/or the obligation of Landlord to credit or reimburse Tenant for any excess payment of estimated additional rent shall survive expiration of the term or earlier termination of this Lease. 3.3.4. Tenant shall have a period of thirty (30) days after delivery of the annual statement of Operating Expenses to question or challenge the amount shown thereon by giving written notice to Landlord specifying the items which are challenged. Tenant waives and relinquishes the right to challenge or object to the amounts shown at any time after expiration of such thirty (30) day period. If Tenant timely challenges any item shown on the annual statement, Tenant shall then have a period of sixty (60) days in good faith within which to inspect, during business hours upon reasonable written notice to Landlord at Landlord's office, Landlord's records relating to the challenged item or items. Tenant shall give written notice to Landlord prior to expiration of such sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit whether Tenant continues to challenge any of the disputed matter from an independentitems originally objected to, in which case a certification as to proper amount shall be made by Landlord's independent certified public accountant selected by both Landlord and Tenantaccountant, whose decision shall be based on generally accepted accounting principles and which certification shall be final and binding on the partiesconclusive. If there is a variance The cost of such review shall be paid by Tenant, unless such review reveals an error resulting in an overcharge to Tenant of five percent (5%) or more between said decision more, in which case the cost of such review shall be paid by Landlord. If Tenant fails to review the records or fails to give timely written notice to Landlord that it continues to object, then Tenant shall be deemed to have waived its objection and Landlord's determination shall have no further right to challenge or object thereto. Notwithstanding any objection or challenge of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost amount claimed by Landlord to be due as and when provided for herein, pending the resolution of said auditTenant's objection.

Additional Rent. Commencing on During the Commencement DateTerm, for each calendar year in addition to paying the Monthly Rent specified in Section 3.1 above, Subtenant shall pay Subtenant’s Share of the Term annual “Operating Cost Share Rent,” “Tax Share Rent,” and “Additional Rent” (prorated for any calendar year falling partially within all as defined in Section 2(a) of the Master Lease) allocated to the tenants of the Building under the Master Lease and payable during the Term. “Subtenant’s Share” shall mean Twenty and Forty-Nine Tenths percent (20.49%), based upon the ratio of the number of rentable square feet of the Sublease Premises to the total number of rentable square feet in the Building (i.e., 23,191 rentable square feet divided by 113,193 rentable square feet). Such payments by Subtenant, together with any and all other amounts payable by Subtenant to Sublandlord pursuant to the terms of this Sublease (not including Monthly Rent), are hereinafter referred to as the “Additional Rent.” The calculation, payment and reconciliation of the Additional Rent payments by Subtenant and Sublandlord shall be made in the same manner as between Landlord and Tenant under Section 2(c) of the Master Lease. Sublandlord shall, at Sublandlord’s option, credit or refund to Subtenant Subtenant’s Share of any Additional Rent overpayments received by Sublandlord under the Master Lease and shall do so within at least 30 days after receipt of overpaid funds from Landlord, and Subtenant shall pay to Landlord Sublandlord any Additional Rent underpayments prior to the date due from Sublandlord under the Master Lease. Additionally, the Subtenant shall pay, as additional rent Additional Rent, its proportionate share (20%) of the Sublandlord’s portion of the Building’s engineering and facility services contract which is billed separately from the Building Operating Cost Share Rent by the Landlord. In 2013 the Subtenant’s Insurance proportionate share is Seventeen Hundred and Ninety-One Dollars (as defined below$1,791) per month. The contract has escalations of three percent (3%) in years 2014 and Real Property Taxes 2015. The contract will be re-negotiated in 2016. If any utilities serving the Sublease Premises are separately metered, Subtenant shall pay all costs of the same attributable to the Sublease Premises directly to the providing utility. Subtenant shall also pay Sublandlord for (collectively known as i) expenses incurred by Sublandlord to the extent that they relate directly to the Sublease Premises and to no other portion of the Property, and (ii) Subtenant’s pro rata share, based on the ratio of the number of rentable square feet of the Sublease Premises to the total number of rentable square feet in the Premises, of other reasonable expenses incurred by Sublandlord during the Term which are directly related to maintaining, operating and repairing the Building, to the extent such expenses are not included in the items set forth in the first paragraph of this Section 3.2. The expenses described in the preceding two sentences shall be included within “Additional Rent”). Prior to the Commencement Date and at least .” All invoices for such costs shall be paid by Subtenant within thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement invoice. The expenses described in accordance with the delivery requirements second sentence of this paragraph shall not include, without limitation, any expenses of the type and kind which are described in Section 12.2 2(d)(ii) of the Master Lease. Sublandlord shall, at Sublandlord’s option, credit or refund to Subtenant any overpayments received by Sublandlord under this paragraph and shall do so within at least 30 days after receipt of overpaid funds from Landlord. Subtenant and Sublandlord may enter into a separate agreement, at the Sublandlord’s sole discretion, for additional services to be resolved provided by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if Sublandlord at the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditSubtenant’s additional cost.

Additional Rent. (a) The Rentable Area in the building is stipulated to be 285,773 square feet. Tenant shall, from time to time during the term of the Lease, pay as additional rent hereunder, an amount, per each square foot of Rentable Area within the Premises, equal to the excess ("Excess") in actual Basic Costs, over the actual 1993 Basic Costs per square foot of Rentable Area in the Building. Commencing on the Commencement Date, for each calendar year fourth (4th) anniversary of the Term (prorated for any calendar year falling partially within the Term)date of this Lease, Tenant shall pay begin paying the Excess in accordance with the provisions of this paragraph. (b) Landlord shall also have the right to Landlord as additional rent Landlord’s Insurance (as defined below) make a good faith estimate of the Excess for each upcoming calendar year and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least upon thirty (30) days prior days' notice to Tenant to require the beginning monthly payment by Tenant of one-twelfth (1/12th) of such estimated Excess, but in no event shall any such estimate be based on Basic Costs which exceed the actual Basic Costs for the previous calendar year. (c) By April 1 of each calendar year thereafterfollowing the year during which the Lease Term begins, or as soon thereafter as practical, Landlord shall furnish to Tenant a written statement setting forth the following: (a) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentactual Basic Costs for the previous calendar year, and (b) Landlord shall notify Tenant of the amount of the Excess owing by Tenant to Landlord, showing the calculations thereof which result from such statement. Tenant agrees to promptly pay Landlord, as additional rent, all Excess which has not been previously paid as estimated Excess. If for any calendar year additional rent collected for the prior year, as a calculation of one-twelfth (1/12) result of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent Excess, is greater than the additional rent actually due during such prior year, then Landlord shall refund to Tenant any such overpayment. (“Monthly Estimated Rent”). Tenant d) Notwithstanding the foregoing provisions of this Lease to the contrary, for purposes of calculating the Excess under this Lease, in no event shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall Controllable Basic Costs be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each increased in any calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant after 1993 by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-more than five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility the Controllable Basic Costs for Additional Rentthe previous calendar year. For purposes hereof, Landlord "Controllable Basic Costs" shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty mean all Basic Costs other than those enumerated in subsections (30) days. If the variance is less than five percent (5%iii), Tenant shall pay the cost (v), (vi) and (viii) of said auditparagraph 2(j) of this Lease.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the sum of (x) the amount (if any) by which Operating Costs for the period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes, and (z) the amount (if any) by which Utilities for such period exceed the Utilities for the Base Year (“Base Utilities”). It is the intention of Landlord and Tenant that the Base Rent paid to Landlord be absolutely net of all increases in Operating Costs, Taxes and Utilities over, respectively, the Base Operating Costs, Base Taxes, and Base Utilities, and the provisions of this Section 3(b) are intended to so provide. Tenant agrees that any Taxes or Operating Costs that accrue or are incurred during the Term of this Lease may be included in the calculation of Additional Rent, notwithstanding that such Taxes or Operating Costs may be payable by Landlord in arrears. Notwithstanding anything to the contrary contained heroin, Tenant shall pay one hundred percent (prorated 100%) of the Taxes separately allocable to the Premises. Notwithstanding anything contained in this section 3(b) to the contrary, the Tenant shall have no obligation to pay Operating Costs, Taxes or Utilities for any the twelve (12) month period following the Commencement Date. (2) Prior to the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes, Utilities and Tenant’s Additional Rent for the Term)following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs, Taxes or Utilities for such year will vary from Landlord’s Insurance prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). (3) As soon as defined below) reasonably practicable after the end of the Base Year and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish Tenant a statement (the “Statement”) with respect to such year, showing Operating Costs, Taxes, Utilities and Additional Rent for the year, and the total payments made by Tenant with respect thereto. The payment of any additional Rent by Tenant shall not preclude it from questioning the truth, correctness, or completeness of any statement outlining the Operating Expenses. Tenant and its authorized representatives shall have the right to audit Landlord’s records with respect to the Operating Expenses once per year. In the event Tenant’s audit discloses discrepancies, the appropriate adjustment shall be made, and if such discrepancies result in an overcharge to Tenant that is in excess of 10% of the annual billing to Tenant for such item(s), Landlord shall also reimburse Lessee for its actual out-of-pocket costs of such audit. Unless Tenant raises any objections to the Statement within one hundred twenty (120) days after receipt of the same, such Statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such Statement or any item therein or the computation of Additional Rent based thereon. The accountant or auditor must be a written statement setting forth member of a nationally recognized accounting firm and must not charge a fee based on the following: (a) Landlord's estimate amount of ▇▇▇▇▇▇'s Additional RentRent that the account is able to save Tenant by the inspection. Tenant must give reasonable notice to Landlord of the request for inspection or audit, and the inspection and audit must be conducted in Landlord’s offices at a reasonable time or times. Any objection of Tenant to the statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on the Statement, nor shall any failure of Landlord to deliver the Statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on the Statement. (b4) a calculation If Tenant’s Additional Rent as finally determined for the year exceeds the total payments made by Tenant on account thereof; Tenant shall pay Landlord the deficiency within ten (10) business days of one-twelfth (1/12) Tenant’s receipt of Landlord's estimate of ▇▇▇▇▇▇'s ’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for the year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this Lease, unless such excess is more than. Ten Thousand and No/100ths Dollars (“Monthly Estimated Rent”)$10,000) and Tenant is not then in default under this Lease, in which event such excess shall be refunded to Tenant. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of the Operating Costs, Taxes and Utilities for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding a termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord Landlord, as the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five case may be, within ten (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6010) days after the end of such calendar year, a statement (“LandlordTenant’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement final statement for the calendar year in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such periodwhich this Lease terminates, the parties shall request an audit of difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the disputed matter from an independent, certified public accountant selected total amount previously paid by both Landlord and Tenant, whose decision shall be based Tenant on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditaccount thereof.

Additional Rent. Commencing 4.1 In addition to the Basic Rent, in each applicable year the Tenant shall pay the Landlord “Additional Rent” on a monthly basis with Basic Rent payments, its proportionate share, (calculated by dividing the Commencement Date, for each square footage of the Leased Premises by the total leasable square footage in the Building (excluding the basement)) of the increase in the Building’s Operating Costs (as defined in Section 4.2 below). Such costs shall be computed as follows: (a) The base year of Operating Costs shall be the calendar year of 2014. (b) The comparison year shall be the Term next calendar year following the base year and each subsequent calendar year. (c) Landlord will furnish Tenant within 60 days of the end of the comparison year a statement indicating the base year Operating Costs, the comparison year Operating Costs, and the increase, if any, from base year to comparison year. (d) In the event the above comparison yields an increase, Tenant will be given an invoice requiring a lump sum payment within 60 days for Tenant's share of the increase prorated for any calendar the number of months Tenant's lease year falling partially within coincides with the Term)comparison year. In addition, Tenant the Tenant's monthly rent shall pay be adjusted to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) reflect Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and Operating Costs for the following year. (be) a calculation of one-twelfth (1/12) of When an increase in rent attributable to Landlord's estimate of ▇▇▇▇▇▇Operating Costs is greater than Tenant's Additional Rent share of the actual increased Operating Costs, Landlord will refund such excess in a lump sum within 60 days after having determined the overpayment by Tenant. Notwithstanding this paragraph, in no case shall the total rent paid in any year be reduced by such refund or otherwise below the Basic Rent. 4.2 Operating Costs shall mean all actual costs and expenses incurred by Landlord in connection with the ownership, operation, management and maintenance of the Building, including, but not limited to, all real and personal property taxes and assessments, except those to be paid by Tenant on its own personal property and leasehold improvements, and any tax or assessment levied or charged in lieu thereof; snow removal, trash removal, utilities, supplies, insurance, license, permit and inspection fees, cost of services of independent contractors, property management fees, cost of compensation (“Monthly Estimated Rent”including employment taxes and fringe benefits) connected with the day-to-day operation and maintenance of the Building (including janitorial services, gardening, security, parking, elevator, painting, plumbing, electrical, carpentry, heating, ventilation, air conditioning, window washing and signing), but excluding persons performing services not uniformly available to or performed for substantially all building tenants; and rental expense or a reasonable allowance for depreciation of personal property used in the maintenance, operation and repair of the Building. Tenant The foregoing notwithstanding, Operating Costs shall pay to Landlord the Monthly Estimated Rent beginning not include depreciation on the Commencement Date and on the first day Building or amounts paid toward principal or interest of every successive calendar month thereafter during the Termliens of Landlord. Monthly Estimated Rent for a period of less than one month In no event shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum ’s share of Tenant's Monthly Estimated Rent payments made during the year. If the Operating Costs increase in an amount greater than 5% of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit share of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditprevious year’s Operating Costs.

Additional Rent. Commencing on Tenant's Share of Common Area and Operating Costs, The Annual Base Rent (or if applicable, the Commencement Date, for Annual Option Period Base Rent) payable during each calendar year of the Term of this Lease (prorated for including Option Periods) shall be increased by Tenant's Share (as specified in the Basic Lease Information) of all operating costs and expenses ("Operating Costs") paid or incurred by Landlord during any calendar year falling partially within during the Term)Term of this Lease (including Option Periods) for operating, maintaining and repairing any part or all of the Project, the Premises or the Common Areas. Within thirty (30) calendar days after the end of each calendar year during the Term hereof, Landlord will notify tenant in writing of the amount which Landlord estimates will be the Operating Costs for the Premises for the calendar year just commencing. Beginning with the next monthly installment of Annual Base Rent (or if applicable, Annual option Period Base Rent) following the date Tenant receives Landlord's notice, and on the first (1st) day of each calendar month thereafter until otherwise notified, Tenant shall pay to Landlord Landlord, as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of an amount equal to one-twelfth (1/121/12th) of the amount of operating Costs for the Premises set forth in Landlord's estimate statement. A Statement (the "Operating Cost Statement") of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to the Operating Costs actually paid or incurred by Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of during the Term in which Tenant is responsible for paying Additional Rent, Landlord of this Lease shall furnish be delivered to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) calendar days after the end of such each calendar year. If the amount Landlord actually paid or incurred for Operating Costs for the calendar year just ended exceeds the total estimated amount actually paid by Tenant during the year covered by such operating Cost Statement, then within fifteen (15) calendar days thereafter, Tenant shall pay in cash any sums owed Landlord. However, if the amount Landlord actually paid or incurred for operating Costs for the calendar year just ended is less than the total estimated amount actually paid by Tenant during the year covered by such Operating Cost Statement, then Tenant shall receive at Landlord's election, a statement (“Landlord’s Statement”) in reasonable detailcash refund, including supportive documentationa credit against any rent next accruing, setting forth (a) or a credit for any Additional Rent next accruing, or a credit against any other sum currently due and owing by Tenant under this Lease. If the Term commencement Date is a date other than January 1, then the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum Share of Tenant's Monthly Estimated Rent payments made Operating Costs payable by Tenant during the yearmonth and year in which the Lease commences shall be prorated on the basis of a three hundred sixty (360) day year from the Term Commencement Date to December 31 of the year in which the Lease commences. If this Lease expires or is terminated on a day other than the last day of a calendar year, the amount of Tenant's actual responsibility for Additional Rent exceeds the sum Share of Tenant's Monthly Estimated Rent payments, Operating Costs payable by Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds in which the amount Lease expires or is terminated shall be prorated on the basis which the number of Tenant's actual responsibility for Additional Rentdays from the commencement of the calendar year to and including the date on which the Lease expires or is terminated bears to three hundred sixty (360), and shall be due and payable monthly in advance notwithstanding the expiration or earlier termination of the Term. Following expiration of the calendar year in which the Lease expired or was terminated, Landlord shall pay the excess give a final Operating Cost Statement to Tenant at for such calendar year. If Tenant's Share of Operating Costs as shown on the time Landlord furnishes final operating Cost Statement is greater or less than the statementtotal amounts of operating Costs actually paid by Tenant during the year covered by the final Operating Cost Statement, or, if this Lease has not expired, may credit then within fifteen (15) calendar days thereafter the excess toward appropriate party shall pay to the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receiptother party any sums owed. Landlord reserves the right to invoice actual Operating Costs to Tenant in arrears. Upon not less than five (5) business days notice and at reasonable times (but in no event more than once during any consecutive 12-month period), Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made make available for inspection and photocopying by to Tenant and/or its agents during ordinary normal business hours at Landlord’s principal office's offices, Landlord's books and records upon which any Operating cost Statement is based. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. HoweverProvided, however, if the dispute canTenant does not be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit challenge any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant Operating Cost Statement within thirty (30) days. If calendar days of its receipt, said Operating Cost Statement shall be conclusive between the variance is less than five percent (5%), Tenant shall pay the cost of said auditparties.

Additional Rent. (a) Commencing on the Phase 1 Commencement Date, in addition to the Base Rent for each calendar year (or portion thereof) during the term of the Term (prorated for any calendar year falling partially within the Term)this Lease, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as the “Additional Rent”)) Tenant’s Proportionate Share (as hereinafter defined) of the Operating Expenses (as hereinafter defined) for that year. Prior to Landlord shall use commercially reasonable efforts to, on or before December 1 of each calendar year during the Commencement Date and at least thirty (30) days prior to term of this Lease but in no event later than the beginning of each such calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentyear, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on or before the Commencement Date and for the initial calendar year, deliver to Tenant Landlord’s good faith estimate (the “Estimated Additional Rent”) of the Additional Rent for that year. The Estimated Additional Rent shall be paid in equal installments in advance on the first day of every successive each calendar month thereafter during the Termmonth. Monthly If Landlord does not deliver an estimate to Tenant for any year by January 1 of that year, Tenant shall continue to pay Estimated Additional Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day the prior year’s estimate. For each From time to time during any calendar year year, Landlord may revise its estimate of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish particularly as it relates to Tenant charges for electricity used by written noticeTenant, delivered for that year or any portion thereof on either actual or reasonably anticipated increases in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional RentOperating Expenses, and (b) the sum monthly installments of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent appropriately adjusted for each calendar the remainder of that year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement or any portion thereof in accordance with the delivery requirements revised estimate so that by the end of the year, the total payments of Estimated Additional Rent paid by Tenant shall equal the amount of the revised estimate. Notwithstanding the foregoing, future increases in Section 12.2 Operating Expenses above the actual amounts for the prior calendar year, excluding real property taxes, assessments, insurance and utilities shall be resolved by limited to the parties through consultation in good faith within sixty lesser of (60i) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five actual increase or (ii) six percent (56%) or per year on a cumulative basis. Further notwithstanding the foregoing, in no given year shall total controllable expenses increase by more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay than 10% over the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditpreceding year’s total.

Additional Rent. Commencing on All sums payable by Tenant under this Lease other than Base Rent are “Additional Rent”; the Commencement Date, for each calendar year of term “Rent” includes both Base Rent and Additional Rent. Landlord will estimate in advance and charge to Tenant the Term following costs (prorated for any calendar year falling partially within the Term“Total Operating Costs”), which Tenant shall will pay to Landlord as additional rent Landlord’s Insurance on a monthly basis throughout the Occupancy Period (as defined below) and at the same time as Base Rent is to be paid: (i) all Real Property Taxes for which Tenant is responsible under Article 5, (collectively known as “Additional Rent”). Prior ii) all utility costs (to the Commencement Date extent utilities are not separately metered) for which Tenant is responsible under Article 6, (iii) all insurance premiums for which Tenant is responsible under Article 8, and (iv) all Operating Expenses for which Tenant is responsible under Article 7 of this Lease. Landlord may adjust its estimates of Total Operating Costs at least any time (but no more frequently than once every calendar year) based upon Landlord’s experience and reasonable anticipation of costs. Such adjustments will be effective as of the next Base Rent payment date after notice to Tenant. “Occupancy Period” means the period from the time commencing on the Beneficial Occupancy Date, throughout the Lease Term until the termination of this Agreement. Landlord estimates that the Total Operating Costs for the first lease year shall be: (i) $0.19 per square foot for Real Estate Taxes, (ii) $0.08 per square foot for insurance, (iii) $0.12 per square foot for Common Area Maintenance and (iv) the management fee as described below. The common area maintenance expense does not include Security for the Building, only includes security for the Park. Additionally Tenant shall be responsible for its Pro Rata Share of the Building security expense. This cost will also be billed as an Operating Expense In the event that the Premises are expanded to include the entire Building, Tenant shall be directly responsible for the Building security. After the end of each fiscal year during the Term, Landlord will deliver to Tenant a statement setting forth, in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding fiscal year and Tenant’s Pro Rata Share of such costs and expenses. Within thirty (30) days prior after Tenant’s receipt of such statement, there shall be an adjustment between Landlord and Tenant based on the sums paid by Tenant in comparison to the beginning Tenant’s Pro Rata Share of each calendar year thereafter, Landlord such costs and expenses. Such statement shall furnish to Tenant a written statement setting set forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent’s actual cost for such Total Operating Costs, categorized by class and amount; (b) a calculation the actual amount due from Tenant for Tenant’s Pro Rata Share of one-twelfth such Total Operating Costs and (1/12c) the sum of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). the estimated monthly installments paid by Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day applicable fiscal year. For each calendar year Landlord shall maintain complete and accurate records of the Term in (i) all Real Property Taxes for which Tenant is responsible under Article 5, (ii) all utility costs (to the extent utilities are not separately metered) for paying Additional Rentwhich Tenant is responsible under Article 6, Landlord (iii) all insurance premiums for which Tenant is responsible under Article 8, and (iv) all Operating Expenses for which Tenant is responsible under Article 7 of this Lease. Tenant or its authorized agent shall furnish have the right, at Tenant’s sole cost and expense, to inspect Landlord’s records with respect to Tenant’s Pro Rata Share of Total Operating Costs, which inspection shall be at Landlord’s office in Landlord’s Notice Address. If Tenant disputes the amount or appropriateness of inclusion in Operating Expenses of any cost or expense billed to Tenant and such dispute has not been resolved prior to the time any disputed amount is due Landlord under this Lease, Tenant’s payment of any such disputed amount will not affect Tenant’s rights with regard to such disputed amount. If such dispute cannot be resolved by written notice, delivered in accordance with Article 22 good faith negotiations between Landlord and Tenant within sixty (60) days after the end Tenant gives Landlord written notification of such calendar dispute, then such dispute shall be resolved by an independent certified public accountant acceptable to Landlord and Tenant. Tenant shall pay the expense of the certified public accountant unless it is finally determined that Landlord overcharged Tenant by 4% or more. If on the basis of the final determination of Tenant’s Pro Rata Share for a specific fiscal year, a statement (“Landlord’s Statement”) in reasonable detailTenant owes an amount that is less than the payments for such fiscal year previously made by Tenant, including supportive documentationLandlord shall credit such excess amount against the next monthly installments due from Tenant to Landlord for Operating Expenses. If on the basis of such final determination, setting forth (a) Tenant owes an amount that is greater than the total amount of payments for such fiscal year previously made by Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the amount of such deficiency to Landlord within forty-five ten (4510) working days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling duefinal determination. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance ’s reimbursement obligations set forth herein survive any termination of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditthis Lease.

Additional Rent. Commencing In addition to the basic monthly rental, Tenant --------------- shall pay Tenant's pro rated share of Operating Costs defined to be all expenses relating to the Premises including, but not limited to, real estate taxes, sales, franchise, business, corporation or any other taxes (except income taxes) based on rents, utilities not separately metered to individual tenants, maintenance (except where otherwise provided), repairs, operating supplies, building services, litter removal, management fees not exceeding four percent (4%), labor for on-site management and maintenance, and Landlord's insurance (as set forth in Paragraph 11), operating supplies, snow removal, landscaping, litter removal from the entire project, tools, materials, resurfacing, repainting, and restriping of parking areas, car stops, and security, professional fees, and cost of capital improvements, which in landlord's reasonable judgement will result in operating cost savings. Tenant's pro rata share of Operating Costs shall be a fraction, the numerator of which shall be the square footage of the Premises, and the denominator of which shall be the total square footage in the Project. Said fraction shall then be multiplied by the entire amount of Operating Costs to determine the amount of such Operating Costs payable by Tenant. In order to provide for payment by Tenant of Tenant's pro rata share of Operating Costs, Landlord shall furnish to Tenant, prior to the Lease Commencement Date, or as soon thereafter as is practicable, a written statement setting forth Landlord's estimate of the operating expenses for each the calendar year of in which the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Lease Commencement Date and at least thirty (30) days prior to the beginning of each calendar year occurs; thereafter, Landlord shall furnish to Tenant Tenant, on an annual basis, a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)the operating expenses for each succeeding calendar year. Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on or before the first day of every successive calendar each month thereafter during of the Term. Monthly Estimated Rent for a period term hereof, together with its basic monthly rental, an amount equal to one-twelfth (1/12th) of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each Landlord's estimated operating expenses in the calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 this lease commences and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditthereafter.

Additional Rent. Commencing on Additional Rent shall be due during any Calendar Year, beginning with the Commencement Date, for each calendar year Calendar Year immediately following delivery of the Term Expansion Space to Tenant, during which the Actual Expense Rate is greater than the Base Expense Rate. Prior to January 1 of each Calendar Year (prorated or as soon thereafter as reasonably possible), Landlord shall provide to Tenant a statement of Landlord's reasonable estimate of the Expense Rate (calculated by dividing Landlord's reasonable estimate of Expenses for any calendar year falling partially within the Termensuing Calendar Year by the Rentable Area in the Building) projected by Landlord for the ensuing Calendar Year (the "Projected Expense Rate"). Beginning with the first month of the Calendar Year immediately following delivery of the Expansion Space by Landlord to Tenant, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to on the Commencement Date and at least thirty (30) days prior to the beginning first day of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth month one-twelfth (1/12th) of the following: product of (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentthe positive difference (if any) obtained by subtracting the Base Expense Rate from the Projected Expense Rate for such Calendar Year, and (b) a calculation the Rentable Area in the Premises. Until Tenant has received the statement of one-twelfth (1/12) of the Projected Expense Rate from Landlord's estimate of ▇▇▇▇▇▇'s , Tenant shall pay or continue to pay Additional Rent to Landlord in the same amount (“Monthly Estimated Rent”)if any) as required for the last month of the prior Calendar Year. After Tenant receives the statement, on the next date when Base Rent is due, Tenant shall pay to Landlord, or Landlord shall credit to Tenant (whichever is appropriate), the Monthly Estimated difference between the amount paid by Tenant and the amount payable by Tenant as set forth in such statement. Not more than twice during any Calendar Year, Landlord may in good faith revise the Projected Expense Rate and provide Tenant with a revised statement, and thereafter Tenant shall pay Additional Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, revised statement. Landlord shall furnish provide to Tenant by written noticeTenant, delivered in accordance with Article 22 and within sixty one hundred fifty (60150) days after the end of such calendar yeareach Calendar Year, a statement (“Landlord’s Statement”) in reasonable detailof the Actual Expenses, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility Actual Expense Rate and the Additional Rent for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the such year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord Landlord, within forty-five thirty (4530) days after ▇▇▇▇▇▇Tenant's receipt of such statement, the uncollected Additional Rent for such Calendar Year. If the sum actual Additional Rent payable by Tenant for any Calendar Year is less than the aggregate of Tenant's Monthly Estimated the actual Additional Rent payments during the year exceeds collected by Landlord for such Calendar Year, Landlord shall promptly refund the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the such excess to Tenant at the time Landlord furnishes the statement, (or, if this Lease has not expiredat Landlord's option, may credit apply such excess against the excess toward the next ensuing payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to become due hereunder). Failure of Landlord to provide the statement called for hereunder shall not relieve Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditfrom its obligations under this Section 7 or elsewhere in this Lease.

Additional Rent. Commencing on Tenant agrees to pay to Landlord, as “Additional Rent,” Tenant’s pro rata share of Operating Expenses (as defined in Section 9 below). Tenant’s pro rata share shall be determined by multiplying the Operating Expenses by a fraction, the numerator of which shall be the number of rentable square feet of floor area in the Interior Premises, and the denominator of which shall be the Building Floor Space (as it may be adjusted as described in Section 1 above). On or prior to the Commencement Date, and again as provided below, Landlord will provide to Tenant a statement showing Landlord’s reasonable estimate of Operating Expenses for each the current calendar year year, and the Additional Rent due with regard to Tenant’s pro rata share of the Term Operating Expenses. Within ninety (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (3090) days prior to following the beginning completion of each calendar year thereafter, Landlord shall furnish to will provide Tenant a written statement setting forth showing in reasonable detail the following: (a) actual Operating Expenses for the preceding calendar year, the Additional Rent due with regard to Tenant’s pro rata share of the Operating Expenses, and Landlord's ’s reasonable estimate of ▇▇▇▇▇▇'s Additional Rent, and Operating Expenses for the then current calendar year (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (the “Monthly Estimated RentAnnual Statement”). Tenant shall shall, on or before thirty (30) days following receipt of said statement, pay to Landlord the Monthly Estimated amount of Additional Rent beginning due as provided herein, less the amount of Additional Rent paid in advance on the Commencement Date and on the first day of every successive calendar month thereafter a monthly basis during the Termpreceding calendar year. Monthly Estimated Rent Any overpayment will be credited by Landlord to Tenant’s pro rata share of the estimated Operating Expenses for a period of less than one month the then current calendar year or shall be prorated on a daily basis based on a three hundred sixty-five refunded to Tenant within sixty (36560) day yeardays, if the Term has terminated by no fault of Tenant or expired. For Tenant agrees to pay as Additional Rent each month, in addition to Base Rent, during each calendar year of the Term Term, an amount necessary to amortize Tenant’s pro rata share of estimated Operating Expenses for the then current calendar year over a twelve (12) month period. For the calendar years in which the Term begins or ends, Tenant is shall only be responsible for paying Additional Rentits amortized pro rata share of Operating Expenses for the months of each such calendar year that the Lease is in force. Notwithstanding that the Term has expired or been terminated, Tenant shall remain liable for and agrees to pay to Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty thirty (6030) days after following receipt of an invoice therefor, its pro rata share of Operating Expenses for the end calendar year (or portion thereof) during which the Term of such calendar yearthis Lease expired or was terminated. Tenant and its accounting representatives shall have the right for a period of one (1) year following the date on which the Annual Statement has been delivered by Landlord to Tenant, at Tenant’s expense (subject to reimbursement by Landlord as set forth below) and at a statement (“reasonable time, to review, inspect, examine, copy and/or audit Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) books relevant to the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the yeardue under this Section. If the amount of Tenant's actual responsibility audit reveals that Landlord overcharged Tenant for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to and Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of does not reasonably dispute such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rentfindings, Landlord shall pay the excess overcharge to Tenant at the time Landlord furnishes the statement, orwithin thirty (30) days following receipt of written demand from Tenant and, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of overcharge was five percent (5%) or more, then Landlord shall reimburse Tenant for the reasonable costs of such audit. In the event that Landlord reasonably disputes the audit’s findings, Landlord and Tenant shall agree upon a regionally recognized certified public accounting firm (the “Regionally Recognized CPA Firm”) who shall be hired at the cost of Landlord to review the audit performed on behalf of the Tenant, and whose findings shall be conclusive with regard to the period reviewed and the parties hereto. Furthermore, if the audit (as reviewed as applicable by the Regionally Recognized CPA Firm) reveals an overcharge of ten percent (10%) or more between said decision and by Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the reasonable costs of said the audit performed on behalf of Tenant. However, if the audit performed on behalf of Tenant is found upon review by the Regionally Recognized CPA Firm to have improperly overstated any overcharges: (i) by more than five percent (5%) but less than ten percent (10%), Tenant and Landlord shall credit any overpayment toward share equally in the next Base Rent and/or Monthly Estimated Rent payment falling due cost of the audit by the Regionally Recognized CPA Firm; or pay such overpayment to Tenant within thirty (30ii) days. If the variance is by less than five percent (5%), Tenant shall pay the cost of said auditthe audit by the Regionally Recognized CPA Firm. Landlord and Tenant acknowledge that the size of the Project and the Building Floor Space, may change from time to time and Tenant’s pro rata share of Operating Expenses may vary accordingly. Tenant shall pay to Landlord a building management fee (the “Management Fee”), as Additional Rent, equal to five percent (5%) of the Base Rent (provided such Management Fee is not otherwise incorporated into Operating Expenses). Tenant agrees to pay the Management Fee each month, in addition to other Rent, during each calendar year of the Term in an amount necessary to amortize the Management Fee for the then current calendar year over a twelve (12) month period. For the calendar year in which the Term begins or ends, Tenant shall only be responsible for the amortized Management Fee for the months of each such calendar year that the Lease is in force, but not prior to the Commencement Date. Landlord agrees that Landlord shall not include any other management or administrative fees within Operating Expenses.

Additional Rent. Commencing on the Commencement DateA. To Cover Consumer Price Index Increases: [Intentionally omitted] B. To Cover Common Area Maintenance Expenses and Real Estate Tax Expenses: In addition to all other Rent set forth herein, for each calendar year of the Term (prorated for any calendar year falling partially within the Term)Fiscal Year, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior Rent an amount equal to the sum of Tenant’s Share of Common Area Maintenance Expenses and Tenant’s Share of Real Estate Tax Expenses; provided, however, that for the Fiscal Years during which the Term begins, Tenant’s Share of the aforesaid sum shall be prorated based upon the Lease Commencement Date and at least thirty for the Fiscal Year during which the Term ends, Tenant’s Share shall be prorated based upon the Lease Expiration Date C. Statements: (301) days prior to the beginning of [Intentionally omitted.] (2) For each calendar year thereafterFiscal Year, Landlord shall furnish deliver to Tenant a written statement setting forth the following: (a) Landlord's estimate estimating Tenant’s Share of ▇▇▇▇▇▇'s Additional RentCommon Area Maintenance Expenses and Tenant’s Share of Real Estate Tax Expenses for such Fiscal Year, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). which Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and in equal monthly installments in advance on the first day of every successive each calendar month thereafter during each Fiscal Year. Tenant shall continue to pay such estimated Tenant’s Share of Common Area Maintenance Expenses and Tenant’s Share of Real Estate Tax Expenses until Tenant receives the Termnext such statement from Landlord, at which time Tenant shall commence making monthly payments pursuant to Landlord’s new statement. With the first payment of Monthly Estimated Base Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five which is due at least fifteen (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6015) days after the end Tenant’s receipt of such calendar year, a statement (“Landlordfrom Landlord specifying estimated Tenant’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount Share of Common Area Maintenance Expenses and Tenant's actual responsibility for Additional Rent, and (b) the sum ’s Share of Tenant's Monthly Estimated Rent payments made Real Estate Tax Expenses payable during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsFiscal Year, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt difference between its monthly share of such statement. If sums for the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit preceding months of the disputed matter from an independent, certified public accountant selected by both Landlord Fiscal Year and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between monthly installments which Tenant has actually paid for said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditpreceding months.

Additional Rent. Commencing All sums payable by Tenant under this Lease other than Monthly Base Rent shall be deemed “Additional Rent.” The term “Rent” shall mean Monthly Base Rent and Additional Rent. Tenant shall commence paying Additional Rent on the Commencement DateApril 1, for each calendar year 2012. Landlord shall estimate in advance and charge to Tenant, Tenant’s Share of the Term (prorated for any calendar year falling partially within following costs, to be paid with the Monthly Base Rent, in installments, on a monthly basis throughout the Term: (i) all Real Property Taxes (as defined herein), Tenant shall pay (ii) all insurance premiums due with respect to Landlord as additional rent Landlord’s Insurance the Building and the Parking Lot (as defined below) and (iii) all CAM Expenses (as defined herein). Collectively, the aforementioned Real Property Taxes (collectively known Taxes, insurance and CAM Expenses shall be referred to as the “Additional RentTotal Operating Costs”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's ’s estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation Tenant’s Share of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month Total Operating Costs shall be prorated on a daily basis paid by Tenant in equal monthly installments with Tenant’s payment of Monthly Base Rent. Landlord may adjust its estimates of Total Operating Costs at any time based on a three hundred sixty-five (365) day yearupon Landlord’s experience and reasonable anticipation of costs. For each calendar year Such adjustments shall be effective as of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish next Rent payment date after notice to Tenant by written notice, delivered in accordance with Article 22 and within sixty Tenant. Within one hundred twenty (60120) days after the end of such each calendar yearyear during the Term, Landlord shall deliver to Tenant a statement (“Landlord’s Statement”) prepared in accordance with generally accepted accounting principles setting forth, in reasonable detail, including supportive documentationthe Total Operating Costs paid or incurred by Landlord during the preceding calendar year and Tenant’s Share of such Total Operating Costs (the “Annual Statement”). Within thirty (30) days after Tenant’s receipt of the Annual Statement, setting forth (a) there shall be an adjustment between Landlord and Tenant. If the actual amount of Tenant's actual responsibility ’s Share of the Total Operating Costs for Additional Rent, and (b) that calendar year exceed the sum of Tenant's Monthly Estimated Rent monthly installment payments made by Tenant during the that year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, then Tenant shall pay the deficiency difference to Landlord within forty-five thirty (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (9030) days of receipt of Landlordthe Annual Statement. If the actual amount of Tenant’s Statement in accordance with Share of the delivery requirements in Section 12.2 and Total Operating Costs for that calendar year is less than the monthly installment payments made by Tenant during that year, then Landlord shall be resolved by credit the parties through consultation in good faith within sixty (60difference to the monthly installment(s) days of written notice of disputed charge. However, next due from Tenant or if the dispute cannot be resolved within such periodTerm has ended, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment difference to Tenant within thirty (30) daysdays after Landlord’s delay of the Annual Statement. If the variance is less than five percent (5%), Tenant Tenant’s share of Total Operating Costs for partial years shall pay the cost of said auditbe pro-rated.

Additional Rent. Commencing Beginning on the Rent Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord, as Additional Rent promptly when the same are due, without any deductions or set off whatsoever, Tenant's Proportionate Share of the following charges to which Landlord as additional rent Landlord’s Insurance shall be entitled to add an administrative fee of fifteen (as defined below15%) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning percent of each calendar year thereafterof such charges; and Tenant's failure to pay such amounts or charges when due shall carry with it the same consequences as Tenant's failure to pay Minimum Rent. A. COMMON AREA CHARGES - Tenant agrees to pay Landlord, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s as Additional Rent, and within fifteen (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (9015) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each yearthe invoice date, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety Proportionate Share of the cost of operating, maintaining, cleaning, repairing or replacing all of the Common Areas (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements as such term is defined in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge5.01 hereinbelow). However, if Landlord makes a "replacement", then Landlord shall estimate the dispute cannot useful life of that replacement. Tenants proportionate share shall be resolved within such period, calculated by dividing the parties shall request an audit replacement cost by the useful life (months) and charged to Tenant over the remaining term of the disputed matter lease. Tenant shall only be charged for the number of months of the replacement's useful life, which coincide with the number of months remaining in the lease. Landlord may estimate the annual Common Area charges and will notify Tenant from an independenttime to time of its Proportionate Share, certified public accountant selected by both Landlord and Tenant, whose decision which shall be based on generally accepted accounting principles paid monthly in advance along with the Minimum Rent. An itemized statement showing in reasonable detail all disbursements and shall charges will be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to furnished Tenant within thirty (30) days. If a reasonable time after each calendar year and any excess or undercharges will be adjusted in the variance is less than five percent (5%), Tenant shall pay the cost same manner that excess or underpayment of said auditreal estate taxes are adjusted pursuant to Section 4.01B hereinbelow.

Additional Rent. Commencing In addition to Base Rent, commencing on the Commencement Fully Available Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term)Lessee shall pay, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “"Additional Rent”). Prior to the Commencement Date " and at least thirty (30) days prior to the beginning of each calendar year thereaftermonthly, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter (on and after the Fully Available Date with each installment of Base Rent) the Lessee's Proportionate Share of Operating Costs of the Property for each Lease Year or portion thereof during the TermTerm hereof. Monthly Estimated Rent The Lessee shall pay to the Lessor monthly installments on account of projected Operating Costs for a period of less than one month shall be prorated the Lease Year, calculated by the Lessor on a daily the basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible most recent Operating Costs data for paying Additional Rentactual Operating Costs for such Lease Year, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty pro-rated for any partial month. Within one hundred twenty (60120) days after the end of such calendar yeareach Lease Year or partial Lease Year, Lessor shall deliver to Lessee a detailed statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the Operating Costs for such Lease Year and Lessee's Proportionate Share. If the total of such monthly installments in any Lease Year is greater than the actual Operating Costs for such Lease Year, the Lessee shall be entitled to a credit against the Lessee's Base Rent obligations hereunder in the amount of Tenant's actual responsibility for Additional Rent, such difference and (b) the sum of Tenant's Monthly Estimated Rent payments made during the yearmay set off such amounts against any sums due from Lessee to Lessor hereunder. If the amount total of Tenant's such monthly installments is less than the actual responsibility Operating Costs for Additional Rent exceeds such Lease Year, the sum of Tenant's Monthly Estimated Rent payments, Tenant Lessee shall pay to the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds Lessor the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement such difference within ninety thirty (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (9030) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 billing therefor. Lessor shall make available for inspection of Lessee such back-up documents as Lessee shall reasonably request. Such documents and other books and records as Lessee shall reasonably request shall be resolved by the parties through consultation in good faith within sixty (60) days of open at all reasonable times, at Lessee's offices after written notice to Lessor, to the inspection of disputed chargeLessee or its duly authorized representatives who shall have full and free access to such documents, books and records, and the right to audit such documents, books and records, and the right to require of Lessor such information or explanation with respect to such documents, books and records as may be necessary to the proper examination and audit thereof. HoweverIf any audit discloses an overcharge in the amount of Lessee's Proportionate Share of Operating Costs paid by Lessee, if the dispute cannot be resolved within such period, the parties Lessor shall request promptly reimburse Lessee an audit amount of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant overcharge within thirty (30) daysdays after written request therefor. If Lessor fails to reimburse Lessee as set forth in the variance is less immediately preceding sentence, Lessee may offset the amount of the overcharge against any sums as owing hereunder from Lessee to Lessor. If any audit discloses an overcharge of more than five percent (510%), Tenant the Lessor shall pay reimburse the cost Lessee for the reasonable costs of said such audit.

Additional Rent. Commencing on For purposes of this Sublease, Subtenant’s “Base Year” shall mean calendar year 2010 and “Subtenant’s Share” shall mean the Commencement Date, increase in Operating Expenses and real property taxes payable by Sublandlord under the Master Lease for the Subleased Premises for each calendar year during the Sublease Term in excess of the Term (actual Operating Expenses and real property taxes attributable to the Subleased Premises under the terms of the Master Lease for the Base Year; provided, however, that Subtenant’s Share shall not include any increase in real property taxes to the extent that such increase is due to the sale of the Building. For each year commencing from and after January 1, 2011, Subtenant shall pay to Sublandlord in addition to Base Rent, an amount equal to Subtenant’s Share. The calculation of Subtenant’s Share shall be prorated for any year which is less than a full calendar year. Sublandlord shall have the right to charge and collect Subtenant’s Share on an estimated basis commencing January 1, 2011 based on Master Landlord’s estimated Operating Expenses and real property taxes for each calendar year falling partially with any reconciliation for underpayments or overpayments to be made by the parties within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year following Sublandlord’s receipt of the Term in which Tenant is responsible for paying Additional Rent, actual year end statements from Master Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements terms and procedures specified in Section 12.2 the Master Lease. Subtenant shall also pay all other costs and charges allocable to the Subleased Premises and payable by Sublandlord under the Master Lease in the amounts and at the times required under the Master Lease and shall pay all such amounts directly to Sublandlord. Base Rent, Subtenant’s Share, and all other costs and expenses which Subtenant assumes or agrees to pay to Sublandlord under this Sublease shall constitute and be resolved by referred to herein as “Rent” and the parties through consultation in good faith within sixty Subtenant’s covenant and obligation to pay Rent (60and Sublandlord’s obligations to reconcile payments with respect to Subtenant’s Share) days of written notice of disputed charge. However, if shall survive the dispute cannot be resolved within such period, the parties shall request an audit expiration of the disputed matter Sublease Term or any earlier termination of this Sublease. Sublandlord shall provide copies of the invoices it receives from an independent, certified public accountant selected by both Master Landlord for payment of Sublandlord’s Share and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord Subtenant shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant Subtenant’s Share within thirty (30) daysdays thereafter. If Subtenant shall have no right of audit or right to dispute Master Landlord’s statements or invoices of Operating Expenses and real property taxes; provided, however, Sublandlord shall have the variance right to audit Sublandlord’s books and records with respect to any amounts paid to Sublandlord under this Section 6 upon fifteen (15) days prior written notice. All payments of Rent shall be made in lawful money of the United States of America and shall be paid to the Sublandlord at the address for Sublandlord set forth in Paragraph 23 below, or to such other party or address as Sublandlord may designate in writing to Subtenant. Except as otherwise provided in this Sublease, Rent hereunder shall not include (i) any amounts directly resulting from Sublandlord’s default under the Master Lease, provided that such default is less than five percent not the result of a default by Subtenant under this Sublease; (5%)ii) Operating Expenses and real property taxes to the extent the same are not the obligation of Subtenant under this Sublease; (iii) Base Rent payable by Sublandlord under the Master Lease; (iv) any amounts relating to optional or additional services to the Subleased Premises (such as after-hours HVAC service) not requested or authorized by Subtenant; provided, Tenant shall pay however, Subtenant acknowledges that the cost supplemental cooling units located in the Subleased Premises are within Subtenant’s control; or (v) any amounts directly resulting from the acts or omissions of said auditSublandlord under the Master Lease and not the result of Subtenant’s acts or omissions under this Sublease.

Additional Rent. Commencing on the Commencement DateTenant shall reimburse to Landlord monthly, for each calendar year of throughout the Term of Lease and any extension of this Lease, the following Additional Rent: Common Area Maintenance (prorated CAM) expenses, Real Estate Taxes/Assessments, any Utilities not paid directly by Tenant, and any Miscellaneous Charges or Reimbursements. Landlord may estimate annual CAM and Real Estate Taxes/Assessments expenses as a basis for reimbursement for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance and invoice in monthly installments (as defined below) and Real Property Taxes (collectively known as “Additional Rent”see Exhibit D). Prior to During the Commencement Date and at least thirty (30) Term of Lease and/or any extension of this Lease, Landlord, within 120 days prior to the beginning of each calendar year thereafterend, Landlord shall furnish will provide to Tenant a written statement setting forth the following: (a) of actual CAM and Real Estate Taxes/Assessments expenses. If Tenant has underpaid its share of any of these expenses, at Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent’s election, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay reimburse Landlord as invoiced. If Tenant has overpaid its share of any of these expenses, Landlord will credit such amount against the most current monthly invoice. If the Term of Lease is less than one calendar year any reimbursement(s) will be prorated based on time of occupancy for such year. Upon prior written notice to Landlord Landlord, Tenant shall have the Monthly Estimated Rent beginning on opportunity to audit the Commencement Date actual CAM and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent Real Estate Taxes/Assessments expenses statement for a period of less than one month shall 90 days upon receipt of said statement. Tenant waives its right to audit the actual CAM and Real Estate Taxes/Assessments expenses upon its failure to exercise such right during said 90 day period. Tenant’s share of all Additional Rent will be prorated on a daily basis based on a three hundred sixty-five determined by the Tenant’s leased share (365Demised Premises) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Renttotal building square footage along with Tenant’s proportionate share of any rooms considered common area to the building (expenses will be calculated on an annual basis divided by building square footage to obtain an annual cost per square foot.) Landlord, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expiredits election, may credit the excess toward the payments invoice for reimbursement(s) of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying any Utility usage not paid directly by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional RentIn addition to the Fixed Rent hereunder, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall Subtenant covenants to pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period all monetary obligations of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute any kind Subtenant incurs directly with respect to the Overlandlord under the ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility ▇, including, but not limited to, overtime charges for Additional Rent must be raised heating and air conditioning, window cleaning or other services, any similar or other obligations incurred from time to time by Tenant within ninety (90) days of receipt of Landlord’s Statement Subtenant, and any charges in accordance connection with the delivery requirements in Section 12.2 installation and shall be resolved by the parties through consultation in good faith within sixty (60) days operation of written notice of disputed charge. HoweverSubtenant’s supplemental HVAC, if any. Subtenant acknowledges and agrees that the dispute canFixed Rent set forth herein does not be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for include Additional Rent, Landlord shall pay including the costs Operating Expense Charge, Subtenant’s Utility Cost Share of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditUtilities provided to the Sublease Premises, Electricity Charges, overtime charges for heating and air conditioning or for cleaning, janitorial, rubbish removal and other such services. With respect to such overtime or extra services, Sublandlord is not responsible for providing such services, and Subtenant shall be solely responsible for requesting such services directly from Overlandlord and for paying Overlandlord for the same, or for having Overlandlord approve independent contractors for same to be paid directly by Subtenant. (b) Additional Rent payable by Subtenant hereunder shall include monthly payments of the Operating Expense Charge and Subtenant’s Utility Cost Share of all Utilities (other than electricity) and Electricity Charges provided to the ▇▇▇▇▇▇▇▇▇ Premises by Overlandlord. Each year during the term of this Sublease, Sublandlord shall provide Subtenant with an annual budget setting for the estimated monthly payment for Subtenant’s Utility Cost Share and Subtenant shall make such payment together with the monthly payment of Fixed Rent. If actual Utility costs payable by Sublandlord under the ▇▇▇▇▇▇▇▇▇ for any period differ from the amounts set forth in the applicable annual budget and upon which Subtenant’s Utility Cost Share payments have been based, then Sublandlord shall deliver to Subtenant and itemized reconciliation statement of the actual costs and either (i) Sublandlord shall promptly refund to Subtenant any excess amount paid by Subtenant or (ii) Subtenant shall pay to Sublandlord any shortfall as set forth in the reconciliation statement provided by Sublandlord. (c) In addition to the Fixed Rent hereunder, Subtenant covenants to pay all charges under the ▇▇▇▇▇▇▇▇▇ attributable to the Sublease Premises or Subtenant’s acts. (d) For purposes of this Sublease, the term “Additional Rent” shall mean all sums payable by Subtenant under this Sublease other than Fixed Rent. All Additional Rent shall be paid without any abatement, deduction or setoff whatsoever. Subtenant’s obligation to pay all Fixed Rent and Additional Rent set forth herein shall survive the expiration of the term of this Sublease.

Additional Rent. Commencing on the Commencement Date, for each calendar year Article 3 of the Lease is amended so that, effective February 1, 2013, Tenant shall reimburse to Landlord monthly, throughout the Term of the Lease and any extension of this Lease, Tenant's Share (prorated as that term is hereinafter defined) of the following Additional Rent: Common Area Maintenance (CAM) expenses, Real Estate Taxes/Assessments, any Utilities not paid directly by Tenant, and any Miscellaneous Charges or Reimbursements. Landlord may estimate annual CAM and Real Estate Taxes/Assessments expenses as a basis for reimbursementior any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance and invoice in monthly installments (as defined below) and Real Property Taxes (collectively known as “Additional Rent”see Exhibit C). Prior to During the Commencement Date and at least thirty Term of Lease and/or any extension of this Lease, Landlord, within one hundred twenty (30120) days prior to the beginning of each calendar year thereafterend, Landlord shall furnish will provide to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentactual CAM and Real Estate Taxes/Assessments expenses. If Tenant has underpaid its share of any of these expenses, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay reimburse Landlord as invoiced within ten (10) days after receipt of such invoice. If Tenant has overpaid its share of any of these expenses, Landlord will credit such amount against the most current monthly invoice. If the Term of Lease is less than one calendar year any reimbursement(s) will be prorated based on time of occupancy for such year. Upon prior written notice to Landlord Landlord, Tenant shall have the Monthly Estimated Rent beginning on opportunity to audit the Commencement Date actual CAM and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent Real Estate Taxes/Assessments expenses statement for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period after receipt of three (3) years following each year, said statement_ Tenant waives its right to audit the actual CAM and Real Estate Taxes/Assessments expenses if Tenant fails to exercise such records shall be made available for inspection and photocopying by Tenant and/or its agents right during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within said ninety (90) days day period. Tenant's Share of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall all Additional Rent will be resolved determined by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit square footage of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Demised Premises together with Tenant's actual responsibility proportionate share of any rooms considered common area to the Building divided by the total square footage of the Building to obtain an annual cost per square foot. Landlord, at its election, may invoice for Additional Rent, Landlord shall pay the costs reimbursement(s) of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditUtility usage not paid directly by Tenant.

Additional Rent. Commencing on Additional Rent shall be due during any Calendar Year, beginning with the Commencement DateCalendar Year immediately following the commencement of a Renewal Term, for during which the Actual Expense Rate is greater than the Base Expense Rate. Prior to January 1 of each calendar year Calendar Year (or as soon thereafter as reasonably possible), Landlord shall provide to Tenant a statement of Landlord's reasonable estimate of the Term Expense Rate (prorated calculated by dividing Landlord's reasonable estimate of Expenses for any calendar year falling partially within the ensuing Calendar Year by the Rentable Area in the Building) projected by Landlord for the ensuing Calendar Year (the "Projected Expense Rate"). Beginning with the first month of the Calendar Year immediately following the commencement of a Renewal Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to on the Commencement Date and at least thirty (30) days prior to the beginning first day of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth month one-twelfth (1/12th) of the following: product of (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentthe positive difference (if any) obtained by subtracting the Base Expense Rate from the Projected Expense Rate for such Calendar Year, and (b) a calculation the Rentable Area in the Premises. Until Tenant has received the statement of one-twelfth (1/12) of the Projected Expense Rate from Landlord's estimate of ▇▇▇▇▇▇'s , Tenant shall pay or continue to pay Additional Rent to Landlord in the same amount (“Monthly Estimated Rent”)if any) as required for the last month of the prior Calendar Year. After Tenant receives the statement, on the next date when Base Rent is due, Tenant shall pay to Landlord, or Landlord shall credit to Tenant (whichever is appropriate), the Monthly Estimated difference between the amount paid by Tenant and the amount payable by Tenant as set forth in such statement. Not more than twice during any Calendar Year, Landlord may in good faith revise the Projected Expense Rate and provide Tenant with a revised statement, and thereafter Tenant shall pay Additional Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, revised statement. Landlord shall furnish provide to Tenant by written noticeTenant, delivered in accordance with Article 22 and within sixty one hundred fifty (60150) days after the end of such calendar yeareach Calendar Year, a statement (“Landlord’s Statement”) in reasonable detailof the Actual Expenses, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility Actual Expense Rate and the Additional Rent for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the such year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord Landlord, within forty-five thirty (4530) days after ▇▇▇▇▇▇Tenant's receipt of such statement, the uncollected Additional Rent for such Calendar Year. If the sum actual Additional Rent payable by Tenant for any Calendar Year is less than the aggregate of Tenant's Monthly Estimated the actual Additional Rent payments during the year exceeds collected by Landlord for such Calendar Year, Landlord shall promptly refund the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the such excess to Tenant at the time Landlord furnishes the statement, (or, if this Lease has not expiredat Landlord's option, may credit apply such excess against the excess toward the next ensuing payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to become due hereunder). Failure of Landlord to provide the statement called for hereunder shall not relieve Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditfrom its obligations under this Section 6 or elsewhere in this Lease.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), 5.1 All charges payable by Tenant under this Lease other than Base Monthly Rent are called and shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as be deemed “Additional Rent”).” Unless this Lease provides otherwise, Additional Rent then due is to be paid together with the next installment of Base Monthly Rent. Prior to the Commencement Date The term “Rent” as used in this Lease shall mean Base Monthly Rent and at least thirty (30) days prior to the beginning of each calendar year thereafterAdditional Rent. 5.2 Tenant shall pay, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of as Additional Rent, ▇▇▇▇▇▇'s Additional Rent’s Pro Rata Share of the amount, and if any, by which Expenses (bas hereinafter defined) a calculation of one-twelfth for each calendar year during the Lease Term exceed Expenses during the Base Year (1/12) of Landlord's estimate of the “Expense Excess”). If Expenses in any calendar year decrease below Expenses during the Base Year, ▇▇▇▇▇▇'s Additional Rent ’s Pro Rata Share of Expenses for that calendar year shall be zero dollars (“Monthly Estimated Rent”$0). Notwithstanding anything to the contrary contained herein, Tenant shall not be obligated to pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five Controllable Expenses (365as hereinafter defined) day year. For each in any full calendar year of the Lease Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) Base Year to the extent that the amount of Tenant's actual responsibility ’s Pro Rata Share for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility Controllable Expense Cap (as hereinafter defined). The “Controllable Expense Cap” shall equal, for Additional Rentthe year after the Base Year, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of one hundred five percent (5105%) or more between said decision of the Controllable Expenses for the Base Year, and Landlord's determination of Tenant's actual responsibility the “Controllable Expense Cap” for Additional Rent, Landlord each succeeding year shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than equal one hundred five percent (5105%) of the Controllable Expense Cap for the prior calendar year. The Controllable Expenses Cap shall be calculated on a compounding, non-cumulative basis. “Controllable Expenses” means all Expenses other than Taxes (as hereinafter defined), Tenant shall pay insurance expenses, utility expenses, or any costs arising out of any laws enacted or first enforced by any governmental agency having jurisdiction over the cost of said auditProject after the Commencement Date .

Additional Rent. Commencing Tenant agrees to reimburse Landlord for Tenant's Proportionate Share (hereinafter defined) of (i) Real Property Taxes (hereinafter defined), (ii) Landlord's actual cost of obtaining and maintaining Landlord's Insurance (hereinafter defined), and (iii) the actual cost of any maintenance performed by Landlord under Paragraph 12A(2) below or which, in Landlord's reasonable discretion, is for the benefit of the Project as a whole and not reasonably allocable to any specific tenant or tenants (collectively, the ADJUSTMENTS). During each month of the term of this Lease, on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term)same day that Base Monthly Rent is due hereunder, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior Rent an amount equal to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount 1/12 of Tenant's Proportionate Share of the estimated total annual cost of the Adjustments, as determined by Landlord. Tenant authorizes Landlord to use such funds to pay such costs. The initial monthly payments of Adjustments are based upon Landlord's good faith estimates for the current Lease Year (hereinafter defined) and shall be increased or decreased each Lease Year to reflect the projected actual responsibility for Additional Rent, and (b) the sum cost of all Adjustments. If Tenant's Monthly Estimated Rent total payments made during the year. If the amount of are less than Tenant's Proportionate Share of the actual responsibility for Additional Rent exceeds the sum costs of Tenant's Monthly Estimated Rent paymentsall such items, Tenant shall pay the deficiency difference to Landlord within forty-five ten (4510) days after ▇▇▇▇▇▇'s receipt of such statementdemand. If the sum total payments of Tenant are more than Tenant's Proportionate Share of the actual costs of all such items, Landlord shall notify Tenant of such and retain such excess and credit it against Tenant's next. monthly estimated payments of Adjustments. The amount of the Base Monthly Rent and the estimated monthly payments (based upon a complete calendar month) of Tenant's Proportionate Share of the Adjustments for the Lease Year in which the date of this Lease occurs are as follows: (1) Base Monthly Estimated Rent payments during $20,170.58 (2) Real Property Taxes $ 3,723.80 (3) Insurance $ 310.32 (4) Maintenance $ 620.63 ---------- Initial Monthly Payment Total $24,825.33 ---------- ---------- TENANT'S PROPORTIONATE SHARE, as used in this Lease, shall mean a fraction, the year exceeds numerator of which is the amount number of Tenant's actual responsibility for Additional Rentsquare feet of rentable area contained in the Premises and the denominator of which is the entire number of square feet of rentable area contained in the Building (as to costs which do not materially vary based on the occupancy of the Building) or is the entire rented area contained in the Building (as to costs which do materially vary based on the occupancy of the Building). If the Project is part of a larger development constructed by Landlord on the Land (the DEVELOPMENT) and the Building and one or more other buildings on parts of the Development other than the Project share the benefit of or may properly be allocated a portion of any expense, Landlord shall pay reasonably allocate any such expense among the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, Building and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect other building(s) prior to ▇▇▇▇▇▇▇▇'s calculations of applying Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within Proportionate Share to such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditexpense.

Additional Rent. Commencing For the purposes of this Section, the term, "Base Year Expenses" shall mean the sum total of the following expenses ("Expenses") attributable to the first Lease Year: All real estate taxes and special assessments levied on the Commencement Datereal property of which the Premises are a part, for each calendar year fire and casualty insurance premiums, utilities that are not separately metered to tenants, and all other expenses of maintaining and operating the Term (prorated for any calendar year falling partially within Building and the Term), property of which the Building is a part to be borne by Landlord pursuant to Section 7 or otherwise. Tenant shall agrees to pay to Landlord as additional rent Landlord’s Insurance in all Lease Years after the first Lease Year. Tenant's pro-rata share (as defined belowbased on square footage) and Real Property Taxes (collectively known as “Additional Rent”)of the amount by which the sum of the foregoing Expenses exceed Base Year Expenses. Prior Expenses shall not include costs incurred in connection with capital improvements, except to the Commencement Date extent that capital improvements result in a decrease in Expenses. Moreover, it is not intended that Tenant be required to pay its share of any increased tax assessments resulting from additional improvements constructed for other tenants in the Building after the Building has been fully completed and at least assessed. Landlord shall be entitled to estimate the total amount of Expenses to be paid by Tenant during each Lease Year and, upon notice to Tenant of such estimate, to collect such estimate in twelve (12) equal installments, each such installment to be due and payable with each monthly rental installment payable under this Lease. Within a reasonable time after the end of each Lease Year, Landlord shall submit to Tenant a statement of the actual amount of Expenses and amount due from Tenant hereunder for such Lease Year, and within thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end receipt of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsstatement, Tenant shall pay the deficiency to difference between the actual amount owed and the estimates paid during such Lease Year, or in the event of overpayment, Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds shall credit the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment monthly rental installments. Tenant may review Landlord's records relating to Tenant within thirty (30) days. If the variance is less than five percent (5%)Operating Expenses, Tenant shall pay the cost of said auditat Tenant's expense, during normal business hours.

Additional Rent. Commencing All sums payable by Tenant under this Lease other than Base Rent shall be deemed "Additional Rent;" the term "Rent" shall mean Base Rent and Additional Rent. Landlord shall estimate in advance and charge to Tenant the following costs, to be paid with the Base Rent on a monthly basis throughout the Commencement Date, for each calendar year of the Term Lease Term: (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined belowi) and all Real Property Taxes for which Tenant is liable under Section 5.01 and 5.02 of the Lease, (collectively known ii) all utility costs (if utilities are not separately metered) for which Tenant is liable under Section 6.01 of the Lease, (iii) all insurance premiums for which Tenant is liable under Sections 7.01 and 7.08 of the Lease, (iv) all CAM Expenses for which Tenant is liable under Section 8.04 of the Lease. Collectively, the aforementioned Real Property Taxes, insurance, utility, and CAM Expenses shall be referred to as “Additional Rent”)the "Total Operating Costs." Landlord may adjust its estimate of Total Operating Costs at any time based upon Landlord's experience and reasonable anticipation of costs. Prior Such adjustments shall be effective as of the next Rent payment date after notice to Tenant. Within 120 days after the Commencement Date end of each fiscal year (which shall be the calendar year for this Lease) during the Lease Term, Landlord shall deliver to Tenant a statement prepared in accordance with generally accepted accounting principles setting forth, in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding fiscal year and at least Tenant's Pro Rata Share of such expenses. Within thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If , there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the sum of Tenant's Monthly Estimated Rent payments during case may be) in order that Landlord shall receive the year exceeds the entire amount of Tenant's actual responsibility share of such costs and expenses for Additional Rent, Landlord shall such period. In addition to its obligation to pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling dueits Pro Rata Share of Total Operating Expenses, Tenant is required hereunder to pay directly to suppliers, vendors, carriers, contractors. Landlord’s Statement shall be final etc. certain insurance premiums, utility costs, personal property taxes, maintenance and binding upon repair costs and other expenses, collectively "Additional Expenses." If Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as pays for any Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement Expenses in accordance with the delivery requirements in Section 12.2 and terms of this Lease, Tenant's obligation to reimburse such costs shall be resolved by the parties through consultation an Additional Rent obligation payable in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward full with the next Base monthly Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) dayspayment. If the variance is less than five percent (5%)Unless this Lease provides otherwise, Tenant shall pay all Additional Rent then due with the cost next monthly installment of said auditBase Rent.

Additional Rent. Commencing Tenant will pay as additional rent ("Additional Rent") at the times herein stated (if no times are stated, then on the Commencement Date, for each calendar year first day of the Term month after Landlord notifies Tenant of the amount of such additional rent, except that any additional rent resulting from the adjustments provided below determined after the Expiration Date of the Lease shall be paid within thirty days after Landlord notifies Tenant of the additional amount due): (prorated for i) Increases in Real Estate Taxes. Tenant's Allocated Share of Increases in Real Estate Taxes (as defined in the Basic Lease Provisions). At any calendar year falling partially time or times after the Base Year, Landlord may submit to Tenant a statement of Landlord's reasonable estimate of any such tax increase over the Real Estate Taxes during the Base Year and within the Term)thirty (30) days after delivery of such statement and each month thereafter, Tenant shall pay to Landlord Landlord, as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior monthly rent, an amount equal to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlordthe amount determined to be Tenant's estimate Allocated Share of ▇▇▇▇▇▇'s Additional Rent such increase. Within ninety (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6090) days after the end expiration of each calendar year in which Tenant's monthly rent is increased pursuant to this paragraph, Landlord may submit, or upon the request of Tenant, Landlord shall submit, a statement showing the determination of the actual amount of the total increase and Tenant's Allocated Share of such increase. If such statement shows that Tenant's monthly payments pursuant to this paragraph exceeded Tenant's Allocated Share of the actual increase incurred for the preceding calendar year, a then Tenant may deduct such overpayment from its next two payments of monthly rent and any excess thereafter shall be promptly reimbursed. If such statement (“shows that Tenant's share of Landlord’s Statement”) 's actual increase exceeded Tenant's monthly payments for the preceding calendar year, then Tenant shall immediately pay the total amount of such deficiency to Landlord. In the event that the Lease Expiration Date is not December 31st, the increase to be paid by Tenant for the calendar year in reasonable detail, including supportive documentation, setting forth (a) which the Lease Expiration Date occurs shall be determined by multiplying the amount of Tenant's actual responsibility share thereof for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each full calendar year for by a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance fraction with the delivery requirements in Section 12.2 number of days during such calendar year prior to the Lease Expiration Date as the numerator and shall be resolved by with 365 as the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditdenominator.

Additional Rent. Commencing on During the Commencement Date, for each calendar year Term of the Term Lease Tenant shall pay as Additional Rent (prorated for any calendar year falling partially within the Term)“Additional Rent”) Tenant's Proportionate Share (defined herein) of Operating Expenses (defined below) in accordance with the following: For first Lease Year during the term of this Lease, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to each month, on the first day of each month following the Commencement Date and at least thirty (30) days prior of Lease, an amount equal to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇Tenant's Additional RentProportionate Share of Operating Expenses for the Lease Year divided by the number of months remaining in such Lease Year; and for each Lease Year thereafter Tenant shall pay to Landlord each month, and (b) a calculation on the first day of each month following the Commencement Date of the Lease, an amount equal to one-twelfth (1/12) of the then estimated Tenant's Proportionate Share of Excess Operating Expenses. The Additional Rent for Year One is estimated at $0.XX per rentable square foot per month. The prorated monthly amount of $XXX.00 is in addition to the Base Rent. Operating Expenses for each Calendar Year shall be budgeted by Landlord, from which Landlord shall estimate Tenant's Proportionate Share of Operating Expenses, and written notice of such estimate of ▇▇▇▇▇▇Tenant's Proportionate Share shall be given to Tenant as soon as reasonably possible on or before the beginning of each Calendar Year. If Operating Expenses increase during a Lease Year, Landlord may revise its estimate of Tenant's Proportionate Share of Excess Operating Expenses during such year by giving Tenant written notice to that effect, and thereafter Tenant shall pay to Landlord, in each of the remaining months of such Lease Year, an Additional Rent Rental divided by the number of months remaining in such year. Within one hundred eighty (“Monthly 180) days after the end of each Calendar Year, Landlord shall prepare and deliver to Tenant a statement showing the actual amount of Tenant's Proportionate Share of Operating Expenses. If the actual amount of Tenant's Proportionate Share of Operating Expenses incurred in respect of any Lease Year exceeds the estimate of Tenant's Estimated Rent”). Proportionate Share of Operating Expenses for such Lease Year, then Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day amount of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five such difference within ten (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6010) days after the end following receipt of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, notice from Landlord setting forth (a) the actual amount of Tenant's actual responsibility for Additional Rent, and (b) the sum Proportionate Share of Tenant's Monthly Estimated Rent payments made during the yearOperating Expenses in respect of such Lease Year. If the actual amount of Tenant's actual responsibility for Additional Rent exceeds Proportionate Share of Operating Expenses in respect of any Lease Year is less than the sum estimate of Tenant's Monthly Estimated Rent paymentsProportionate Share of Operating Expenses for such Lease Year, there will be an adjustment of the Tenant’s additional. Landlord shall have no obligation to refund to Tenant such difference. If the last Lease Year is a fractional calendar year, then Landlord shall adjust the Proportionate Share of Operating Expenses to reflect the number of months (including fractional months) in such fractional Lease Year, as appropriate to reflect any proration of Operating Expenses. Any delay by Landlord in delivering any estimate or statement pursuant to this Section shall not relieve Tenant of its obligations pursuant to this Section except that Tenant shall not be obligated to make any payments based on such estimate or statement until ten (10) days after receipt of such estimate or statement. Additional Rental shall also include, and Tenant shall pay as Additional Rental, a reasonable charge determined by Landlord for any services required to be provided by Landlord by reason of any use by Tenant of any services customarily provided by Landlord to all other tenants in the Building or by reason of any recurrent use of the Premises by Tenant at any time other than Normal Business Hours. Tenant shall pay for any additional or unusual janitorial services required by reason of Tenant's use of the Premises or by reason of improvements in the Premises other than Building Standard Improvements and any repairs required to be made to the Building due to the use of the Building by Tenant or its agents or invitees within ten (10) days of being billed by Landlord. If improvements in the Premises other than Building Standard Improvements or Tenant's use or the conduct of business on the Premises or in the Building, whether or not with Landlord's consent and whether or not otherwise permitted by this Lease, results in any increase in ad valorem taxes (not separately assessed) or in premiums for the fire and liability insurance or any other insurance coverage carried by Landlord with respect to the Building or its contents, Tenant shall pay the deficiency to Landlord as Additional Rental any such increase in taxes or premiums (as reasonably allocated by Landlord) within forty-five ten (4510) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. being billed by Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing on the Commencement Date, Tenant shall pay to Landlord, as Additional Rent, monthly, in advance on the first day of each month during the Term, an amount equal to one-twelfth (1/12th) of the following amounts as estimated by Landlord: (a) Tenant’s Share of Building Property Insurance; (b) Tenant’s Share of Taxes – Real Property; (c) Tenant’s Share of Skybridge Fee; and (d) Tenant’s Share of CAM. Landlord may change its estimate from time to time by written notice to Tenant. Landlord shall reasonably estimate the costs for Building Property Insurance, Taxes – Real Property, Skybridge Fee and CAM for each calendar year of during the Term (prorated based on the most reliable information available to Landlord. For each calendar year, Landlord shall furnish to Tenant as soon as is reasonably practicable, a written statement showing in reasonable detail the estimated Tenant’s Share of Building Property Insurance, Tenant’s Share of Taxes – Real Property, Tenant’s Share of Skybridge Fee and Tenant’s Share of CAM for such calendar year. Such Additional Rent is exclusive of any calendar year falling partially within Taxes – Other, and should such Taxes – Other apply during the Term), Tenant such Additional Rent shall pay to Landlord as additional rent Landlord’s Insurance be increased by the amount of such Taxes - Other. Within one hundred twenty (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30120) days prior to after the beginning end of each calendar year thereafterduring the Term, Landlord shall furnish to Tenant a written statement setting forth with respect to the following: (a) Landlord's estimate actual amounts incurred for Building Property Insurance, Taxes – Real Property, Skybridge Fee and CAM for the preceding calendar year, showing Tenant’s share thereof. If Tenant’s share of ▇▇▇▇▇▇'s Additional Rentsuch actual costs for that calendar year exceeds the monthly estimated payments made by Tenant, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). then Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five deficiency within thirty (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6030) days after receipt of the end of such calendar year, a statement (“Landlordstatement. If Tenant’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of that calendar year exceed Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt ’s share of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rentcosts, then, at Landlord’s option, either Landlord shall pay Tenant the excess to Tenant at the time Landlord furnishes the statementstatement to Tenant, or, if this Lease has not expired, may or shall credit the excess toward against the payments next monthly installment(s) of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each yearRent; provided, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours however, that at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit end of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Term Landlord shall pay Tenant the costs excess at the time Landlord furnishes the statement to Tenant. Tenant’s share of said audit the items specified in Sections 3.2.1 through 3.2.4 below shall be prorated on the basis of a 365-day year to account for any fractional portion of a year included in the Term at its commencement and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditexpiration.

Additional Rent. Commencing on the Commencement Date, 3.3.1 The Tenant will pay Tenant’s Operating Expense Payment and Tenant’s Tax Payment for each calendar year of Occupancy Period in the Term (prorated for any calendar year falling partially within the Term)manner set out in Sections 3.3.2, 3.3.3, and 3.3.4. The Tenant shall will also pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “all other Additional Rent”). Prior Rent to the Commencement Date and at least thirty (30) days prior Landlord. 3.3.2 The Landlord will estimate Tenant’s Operating Expense Payment for each Occupancy Period. The Tenant will pay the estimated amount to the beginning of each calendar year thereafterLandlord in equal consecutive monthly installments during such Occupancy Period, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and in advance on the first day of every successive each calendar month. The Landlord may re-estimate this amount during the Occupancy Period and the monthly installments will be adjusted to reflect the new estimate with effect from the beginning of the month which follows delivery of a notice from the Landlord as to the amount of the new estimate. Landlord shall deliver such notice before the 15th day of the month preceding the date on which the adjustment is to take effect. 3.3.3 The Tenant’s Tax Payment shall be paid, at the Landlord’s option, either by equal consecutive monthly installments, which shall be due on the first day of each calendar month thereafter during the TermOccupancy Period based upon Landlord’s estimate of the amount of the Taxes attributable to the Occupancy Period., or in one or more installments which will be due not later than 15 business days prior to the dates upon which installments on account of Taxes must be paid by Landlord. Monthly Estimated Rent for a period The Landlord will notify the Tenant from time to time as to which of less than these options it chooses, and may choose one option in respect of certain Taxes and the other in respect of other Taxes. The Landlord may re-estimate the amount of the Taxes and of the Tenant’s Tax Payment in respect of any Occupancy Period and, if applicable, the monthly installments referred to above will be adjusted to reflect the new estimates with effect from the beginning of the month which follows delivery of Landlord’s notice as to the amount of the new estimates. Landlord shall deliver such notice before the 15th day of the month preceding the date on which the adjustment is to take effect. The payments to be made by the Tenant if the Landlord chooses the second option shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year in such amount as shall ensure that the Landlord receives from the Tenant, prior to the due date of the Term relevant installment of Taxes, the Tenant’s share of such installment. In the event the Landlord chooses the second option, the Landlord will remit a payment notice to the Tenant at least 15 days prior to due date of the relevant Installment of Taxes. 3.3.4 The payments by the Tenant under Sections 3.3.2 and 3.3.3 will be on account of the Tenant’s Operating Expense Payment and the Tenant’s Tax Payment for the Occupancy Period in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days question. Within a reasonable time after the end of such calendar yeareach Occupancy Period, a statement (“Landlord’s Statement”) the Landlord will deliver to the Tenant statements showing in reasonable detail, including supportive documentation, setting forth (a) detail the actual amount of Tenant's ’s Operating Expense Payment and Tenant’s Tax Payment for such Occupancy Period and the manner in which these amounts were calculated. The Landlord will also deliver to Tenant a certificate of an independent chartered accountant showing the actual responsibility amount of Operating Expenses for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the yearOccupancy Period in question. If the amount previously paid by the Tenant on account of Tenant's ’s Operating Expense Payment and Tenant’s Tax Payment for such Occupancy Period is greater or less than the actual responsibility amount payable by the Tenant for Additional Rent exceeds such Occupancy Period, appropriate adjustments will be made by the sum payment by the Tenant of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord any amounts owing by it within forty-five (45) 15 days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during statement is delivered to it, or by crediting any amounts owing by the year exceeds Landlord to the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward against the payments by the Tenant next coming due under this Lease. Any amounts owing by the Landlord in respect of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling duethe last Occupancy Period of the Term will be paid by the Landlord to the Tenant within 15 days after the statement is delivered to the Tenant unless any amounts are then owing by the Tenant to the Landlord. Landlord’s Statement Each statement delivered by the Landlord under this Section shall be final and binding upon Landlord the Tenant. 3.3.5 The amounts set out in paragraphs B (2) and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three B (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at of the Schedule of Principal Lease Terms are Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations estimate of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 Operating Expense Payment and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's ’s Tax Payment, respectively, for the first Occupancy Period. The Tenant acknowledges that the actual responsibility amount of Tenant’s Operating Expense Payment and of Tenant’s Tax Payment for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditfirst Occupancy Period may be different amounts.

Additional Rent. Commencing As used in this Article XL, ‘Operating Expenses’ shall equal the amount by which Operating Expenses incurred during each calendar year exceed the Operating Expenses incurred during calendar year 2005 and ‘Real Estate Taxes’ shall equal the amount by which Real Estate Taxes incurred during each calendar year exceed the Real Estate Taxes incurred during calendar year 2005. In addition to Tenant’s proportionate share of increases in Operating Expenses and Real Estate Taxes payable with respect to the Premises pursuant to Sections 3.4 and 3.5 hereof, commencing on the first anniversary of the Expansion Space Commencement Date, and for each calendar year of the Term (prorated for any calendar year falling partially within the Expansion Space Term), Tenant shall pay to Landlord Landlord, as additional rent Landlordrent, ‘Tenant’s Insurance (as defined below) proportionate share of increased Operating Expenses for the Expansion Space’ and ‘Tenant’s proportionate share of increased Real Property Estate Taxes (collectively known as “Additional Rent”)for the Expansion Space’ for the calendar year. Prior to ‘Tenant’s proportionate share of increased Operating Expenses for the Commencement Date Expansion Space’ shall be that percentage of increased Operating Expenses which is the equivalent of the number of square feet of rentable area in the Expansion Space divided by the number of square feet of rentable area in the Building, and at least thirty (30) days prior to ‘Tenant’s proportionate share of increased Real Estate Taxes for the beginning Expansion Space’ shall be that percentage of each increased Real Estate Taxes which is the equivalent of the number of square feet of rentable area in the Expansion Space divided by the number of square feet of rentable area in the Building; provided, however, that for the calendar year thereafterduring which the Expansion Space Term ends, Landlord shall furnish to Tenant a written statement setting forth Tenant’s proportionate share of increased Operating Expenses for the following: (a) Landlord's estimate Expansion Space and Tenant’s proportionate share of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord increased Real Estate Taxes for the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month Expansion Space shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year upon the greater of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount number of Tenant's actual responsibility for Additional Rentdays during such calendar year that this Lease is in effect, and or (b) the sum number of Tenant's Monthly Estimated Rent payments made during days that Tenant actually occupies the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) Expansion Space or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditportion thereof.

Additional Rent. Commencing In addition to Annual Minimum Rent, Tenant shall pay as “Additional Rent”, Tenant’s Proportionate Share of Operating Expenses. Landlord shall furnish to Tenant, prior to January 31st of each year, La▇▇▇▇▇▇’▇ estimate of Operating Expenses for the coming year. The estimate shall be determined as though the Building were occupied at the actual occupancy rate or at an occupancy rate of ninety-five percent (95%), whichever is higher. Tenant shall pay to Landlord, on the Commencement Datefirst day of each month as Additional Rent, for each calendar year an amount equal to one-twelfth (1/12) of the Term (prorated for any calendar year falling partially within the Term)Tenant’s Proportionate Share of Landlord’s estimate of Operating Expenses. Until Landlord shall furnish such estimate to Tenant, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior , on the first day of each month, an amount equal to the Commencement Date and at least thirty (30) days prior to Additional Rent payable during the beginning of each calendar year thereafterpreceding month. If there shall be any increase or decrease in Operating Expenses for any year, whether during or after such year, Landlord shall furnish to Tenant a revised estimate and the Additional Rent shall be adjusted and paid or refunded, as the case may be. If the calendar year for which such estimate is furnished ends after the termination of this Lease, or begins before the commencement of this Lease, the Additional Rent payable hereunder shall be prorated to correspond to that portion of the calendar year occurring within the Term of this Lease. Within one hundred twenty (120) days after the end of each calendar year, Landlord shall furnish to Tenant an Operating Statement showing actual Operating Expenses incurred for the preceding year, adjusted where appropriate to a projected cost as though the Building were ninety-five percent (95%) occupied for any periods where actual occupancy was less than ninety-five percent (95%). If the Operating Statement shows that the sums paid by Tenant exceed Te▇▇▇▇’▇ Proportionate Share of Operating Expenses, Landlord shall promptly either refund to Tenant the amount of such excess or credit the amount thereof against subsequent payments of Rent; and if the Operating Statement shows that the sums paid by Tenant were less than Tenant’s Proportionate Share of the same, Tenant shall pay the amount of such deficiency within twenty (20) days after demand therefor. Failure or delay of Landlord to submit the written statement setting forth referred to herein shall not waive any rights of Landlord. For purposes of this Lease, “Operating Expenses” shall mean and include costs and disbursements (other than income taxes) of every kind and nature which Landlord shall pay or become obligated to pay because of or in connection with the following: management, maintenance, repair or operation of the Building or the Property, including, without limitation, real property taxes, personal property taxes, common area electricity, steam, water, gas, fuel, heating, lighting, air conditioning, window cleaning, common area janitorial, insurance (a) Landlord's estimate including, without limitation, fire, extended coverage, liability, workmen’s compensation, elevator or any other insurance carried by Landlord and applicable to the Building or the Property), parking lot maintenance (including re-striping), landscaping, painting, uniforms, management fees, supplies, sundries, sales or use taxes on supplies and services, costs of wages and salaries of all persons engaged in the operation, administration, maintenance and repair of the Building or the Property, and fringe benefits (including, without limitation, social security taxes, pension, hospitalization, welfare or retirement plans, or any other similar or like expenses incurred under the provisions of any collective bargaining agreement, or any other cost or expenses which Landlord pays or incurs to provide benefits for employees so engaged in the operation, administration, maintenance and repair of the Building or the Property), the charge of any independent contractor who, under contract with Landlord or its representative, does any of the work of operating, maintaining or repairing of the Building, legal and accounting expenses (including, without limitation, such expenses as relate to the seeking or obtaining of reductions in and refunds of real estate taxes), and any other expenses or charges not hereinabove mentioned which in accordance with generally accepted accounting and management principles for properties in Florida similar to the Property would be considered an expense of managing, operating, maintaining or repairing the Building or the Property. Landlord shall also be responsible, at La▇▇▇▇▇▇'s ’▇ sole cost and expense (and not as an Operating Expense), for making all capital improvements to the Building required by applicable law. Notwithstanding the foregoing, Tenant shall also pay to Landlord, as Additional Rent, when and as billed by Landlord, Tenant’s Proportionate Share of the cost of capital improvements made to the Building by Landlord after the Lease Date which are (bi) intended to result in a calculation reduction of one-twelfth Operating Expenses; or (1/12ii) to comply with any law or regulation that was not applicable to the Building on the Lease Date, amortized over the useful life of Landlord's estimate such capital improvements consistent with generally accepted accounting principles, together with interest on the unamortized balance at the rate of interest reasonably available to Landlord for the borrowing of funds for construction of such capital improvements; provided that Tenant shall only be responsible for its Proportionate Share of such amortized amounts applicable to the Lease Term. In the case of any capital improvement which is intended to result in a reduction in Operating Expenses, the total cost of such capital improvement included in Operating Expenses shall not exceed the reduction in Operating Expenses resulting from such capital improvement as reasonably estimated, in accordance with accepted engineering practices, by La▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)’▇ engineer at the time of installation. Tenant Operating Expenses shall pay to Landlord also include the Monthly Estimated Rent beginning on the Commencement Date costs of routine maintenance and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year repair of the Term HVAC system in the Premises, provided that if there are any charges for the maintenance or repair of the HVAC system in the Premises which Tenant is responsible for paying Additional Rentare attributable to the abuse of the system by the Tenant, Landlord shall furnish to Tenant or directly caused by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“LandlordTenant’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsnegligence or willful misconduct, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rentbe separately charged, Landlord and shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent hereunder such excess charges caused by the abuse of the system, or movement or particular preferences of employees of Tenant. Tenant’s Proportionate Share of Operating Expenses for each 2018 is estimated to be $5.22 per rentable square foot. Tenant’s Proportionate Share of controllable Operating Expenses (meaning all Operating Expenses other than taxes, utilities, insurance and any fees imposed by the Central Florida Research Park) will not increase in any one (1) calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of more than five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility ’s Proportionate Share of controllable Operating Expenses for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditprevious calendar year.

Additional Rent. In addition to the Base Rent, Lessee shall pay to Lessor, as additional rent, the amounts hereinafter described in this Paragraph 4: (a) Commencing on the Commencement Date, for Lessee agrees to pay to Lessor on a monthly basis in advance on the first (1st) day of each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord month as additional rent Landlord’s Insurance Lessee's Pro Rata Share of the operating expenses (as defined below) and Real Property Taxes of Lessor for the Building and/or the Project. Lessor may estimate Lessee's Pro Rata Share of such operating expenses, with an annual adjustment made within one hundred twenty (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60120) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year to adjust for any discrepancies between the actual operating expenses incurred and any such estimate (the “Adjustment”), provided that Lessor shall concurrently deliver to Lessee a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with reconciliation statement showing the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit calculation of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on actual operating expenses for the partiesprior calendar year along with reasonable supporting documentation. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility Lessor agrees to refund any excess amount charged for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant year within thirty (30) daysdays of Lessor’s final calculation of the Adjustment (or at Lessor’s option, credit such excess amount against the next due installment of Base Rent) and Lessee agrees to promptly pay upon demand any additional amount due pursuant to the annual adjustment. If The obligation to pay such additional rental amounts shall survive the variance termination of this Lease. For all purposes of this Lease, the term "Pro Rata Share" shall refer to the ratio of the rentable square feet of the Premises to the total rentable square feet of the Building. As of the date of this Lease, Lessee’s Pro Rata Share is 49.98% (75,000/150,051). Any amount owed by Lessee hereunder for less than five percent a full calendar month shall be prorated. (5%b) The term "operating expenses" as used above means all actual costs and expenses paid or incurred by Lessor or on its behalf in connection with the maintenance, management, operation, repair (including the items in Paragraph 8 below), Tenant shall cleaning, security and landscaping of the Land and the Building. The term "operating expenses" also includes all real property taxes and installments of special assessments, including special assessments due to deed restrictions and/or owners’ associations, which accrue against the Building and/or the Land during the term of this Lease, as well as all insurance premiums Lessor is required to pay or deems necessary to pay, with respect to the Building and/or the Land. The term "operating expenses" also includes the cost of said audita preventative maintenance contract for the roof of the Building. The term "operating expenses" does not include any capital improvement to the Building and/or the Land, but may include a reasonable depreciation or amortization of such capital expenditures consistent with generally accepted account principles, nor shall it include repairs, restoration or other work occasioned by fire, windstorm or other casualty to the extent Lessor receives insurance proceeds therefor, income and franchise taxes of Lessor, leasing commissions, expenses for the renovating of space for new tenants, or interest or principal payments on any mortgage or other indebtedness of Lessor. Lessor and Lessee acknowledge that certain maintenance, operation and other activities (such as, for example, landscaping) may be handled on a Project-wide basis, and, in such event, the expenses relating thereto shall be appropriately allocated between the Building and Building 100 with each building responsible for fifty percent (50%) of such expenses.

Additional Rent. Commencing on Landlord's Tenant's Initials Initials --------------------------------- (a) Subject to the Commencement Dateprovisions of Paragraph 2 above, Tenant agrees to pay as Additional Rent for the Premises Tenant's proportionate share of all "Operating Expenses" (as hereinafter defined) incurred by Landlord in the operation of the Building. Tenant's proportionate share thereof (hereinafter "Expense Percentage") shall be the percentage obtained by dividing the average Rentable Area of the Premises for such year or portion thereof by ninety-five percent (95%) of the total Rentable Area of the Building excluding the ground floor ancillary retail areas (ground floor tenant spaces which do not connect to the Building lobby), for the same period, and shall be as set forth in Item 3.A. of the Basic Lease Provisions. (b) Prior to commencement of each calendar year, Landlord shall give Tenant a written estimate of Operating Expenses and Tenant's Expense Percentage thereof for the ensuing year of the Term (prorated or portion thereof for any calendar year falling partially within the Term), which Tenant is responsible. Tenant shall pay such estimated amount to Landlord as additional rent Landlord’s Insurance in equal monthly installments, in advance. Within ninety (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (3090) days prior to after the beginning end of each calendar year thereafteryear, Landlord shall furnish to Tenant a written statement setting forth the following: (a) "Statement"), reasonably itemized pursuant to Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentusual form, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) showing in reasonable detail, including supportive documentation, setting forth detail (ai) the amount of Tenant's the actual responsibility Operating Expenses for Additional Rentsuch period in accordance with subparagraph (d) below, (ii) any amount paid by Tenant toward its Expense Percentage during such calendar year on an estimated basis and (biii) the sum any revised estimate of Tenant's Monthly Estimated Rent payments made during obligations for its Expense Percentage for the current calendar year. If the amount of The parties shall make any payment or allowance necessary to adjust Tenant's actual responsibility for Additional Rent exceeds the sum of estimated payment to Tenant's Monthly Estimated Rent payments, Expense Percentage share as shown by such annual Statement. Any amount due from Tenant shall pay the deficiency to Landlord be paid within forty-five thirty (4530) days after ▇▇▇▇▇▇'s receipt of such statementStatement. If the sum Any amount due to Tenant shall be credited against installments of Rent (as defined in subparagraph 3(g) below) next coming due under this Paragraph 3 or, at Tenant's Monthly Estimated election or if the Term shall have expired and no further Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each yeardue, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment paid to Tenant within thirty (30) daysdays after Landlord's receipt of Tenant's written notice of such election. (c) If at any time during any calendar year of the Lease term the amount(s) and/or the rates for any item(s) of Operating Expenses are increased to a rate(s) or amount(s) in excess of the rate(s) or amount(s) used in calculating the estimated Operating Expenses for such calendar year, Tenant's estimated share of such Operating Expenses shall be increased for the month in which such increase becomes effective and for succeeding months by Tenant's Expense Percentage of such increase, as applicable. If In the variance is less than five percent event of such an increase in rate or amount, Landlord shall give Tenant written notice (5%the "Adjustment Notice") of the amount or estimated amount of increase, the month in which effective, and Tenant's monthly share thereof. Commencing with the first monthly payment of estimated Operating Expenses required to be made by Tenant after receipt of the Adjustment Notice (the "First Adjustment Payment"), Tenant shall pay such increase to Landlord as part of Tenant's monthly payments of estimated Operating Expenses as provided in subparagraph (b) above. If the effective date of the increase is prior in time to the date of the Adjustment Notice, the First Adjustment Payment shall be increased to include the amount of the monthly payments, if any, which would have been made had the Adjustment Notice been received prior to the effective date of the increase. (d) The term "Operating Expenses" as used herein shall, subject to the exclusions set forth in Paragraph 48.2 below, include all costs of operation and maintenance of the Building, as determined by generally accepted accounting practices consistently applied and determined as if the Building were ninety five percent (95%) occupied for an entire calendar year, and shall include the following costs by way of illustration but not limitation: real and personal property taxes and vehicle taxes and fees; general and special assessments; costs and expenses incurred in contesting the amount of validity of any property tax by appropriate proceedings; water and sewer charges; insurance premiums, including the cost of said audit.rental insurance; the amount of any deductible payable by Landlord with respect to damage or destruction to all or any portion of the Building; license, permit and inspection fees; heat; light; power; intrabuilding network cable including, without limitation, service contract fees; janitorial and courtesy officer services (if any); fire protection; labor; salaries; air conditioning; gardening and landscaping; maintenance and repair (including repairs pursuant to Paragraph 5); painting; trash removal; depreciation of operational equipment for the Building; supplies; --------------------------------- Landlord's Tenant's Initials Initials --------------------------------- ---------------------------------

Additional Rent. Commencing on the Commencement Date, for For each calendar year of the Term (prorated for any calendar year falling partially within during the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) , in addition to the Base Monthly Rent and Real Property Taxes (collectively known as “Additional Rent”)all other payments due under this Lease, an amount equal to the actual Operating Expenses for that year. Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafterLease Year, Landlord shall furnish will prepare and distribute to Tenant an "Estimated Schedule" setting out what Landlord believes to be the reasonably anticipated Operating Expenses for the succeeding Lease Year. The initial Estimated Schedule is annexed to this Lease as Exhibit B. The last distributed Estimated Schedule shall remain operational until replaced by a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly new Estimated Rent”)Schedule. Tenant shall pay to Landlord make payments against the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the TermOperating Expense Schedule. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after After the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) each year Landlord will reconcile the amount of Tenant's actual responsibility for Additional Rent, and (b) Operating Expenses to the sum of Tenant's Monthly Estimated Rent payments made during the yearSchedule. If Tenant has paid, on an estimated basis, an amount less than the amount of Tenant's actual responsibility Operating Expenses for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsaffected Year, Tenant shall pay the deficiency to Landlord difference between the Estimated Schedules and the actual Operating Expenses for the affected Year within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) 30 days of receipt of a written reconciliation and invoice. If the Tenant has paid, on an estimated basis, an amount more than the actual Operating Expenses for the affected year, Tenant shall receive a rental credit upon delivery to Tenant of the written reconciliation. If Landlord’s Statement in accordance with , for any reason, neglects or fails to timely provide the delivery requirements in Section 12.2 and required Estimated Schedule or reconciliation of Operating Expenses to Tenant, such failure shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within deemed a default under or breach of this Lease by Landlord for any purpose; neither shall it be deemed a waiver of any rights of Landlord to collect Tenant's Pro Rata Share of Operating Expenses, nor shall such period, the parties shall request an audit failure by Landlord excuse Tenant from performance of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination any of Tenant's actual responsibility for Additional Rent, Landlord shall pay obligations under the costs provisions of said audit and shall credit this Lease. Notwithstanding any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%)other provision of this Lease, Tenant shall pay the cost have no obligation to make a reconciliation payment to Landlord in connection with under-estimated Operating Expenses until 30 days after receipt of said audita written reconciliation and invoice. Payments made by Tenant pursuant to this Paragraph are sometimes called "Additional Rent."

Additional Rent. Commencing Landlord shall furnish to Tenant, prior to January 31st of each year, Landlord’s estimate of Operating Expenses for the coming year. The estimate shall be determined as though the Building were occupied at the actual occupancy rate or at an occupancy rate of ninety-five (95%) percent, whichever is higher. Tenant shall pay to Landlord, on the Commencement Datefirst day of each month as Additional Rent during the Lease Term, for each calendar year an amount equal to one-twelfth (1/12) of the Term (prorated for any calendar year falling partially within the Term)Tenant’s Proportionate Share of Landlord’s estimate of Operating Expenses. Until Landlord shall furnish such estimate to Tenant, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior , on the first day of each month, an amount equal to the Commencement Date and at least thirty (30) days prior to Additional Rent payable during the beginning of each calendar year thereafterpreceding month. If there shall be any increase or decrease in Operating Expenses for any year, whether during or after such year, Landlord shall furnish to Tenant a written statement setting forth revised estimate and the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)shall be adjusted and paid or refunded, as the case may be. Tenant shall pay to Landlord If the Monthly Estimated calendar year for which such estimate is furnished ends after the termination of this Lease, or begins before the commencement of this Lease, the Additional Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month payable hereunder shall be prorated on a daily basis based on a three to correspond to that portion of the calendar year occurring within the Term of this Lease. Within one hundred sixty-five twenty (365120) day year. For days after the end of each calendar year of the Term in which Tenant is responsible for paying Additional Rentyear, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after an Operating Statement showing actual Operating Expenses incurred for the end of such calendar preceding year, adjusted where appropriate to a statement (“Landlordprojected cost as though the Building were 95% occupied for any periods where actual occupancy was less than 95%. if the Operating Statement shows that the sums paid by Tenant exceed Tenant’s Statement”) in reasonable detailProportionate Share of Operating Expenses, including supportive documentation, setting forth (a) Landlord shall promptly either refund to Tenant the amount of Tenant's actual responsibility for such excess or credit the amount thereof against subsequent payments of Additional Rent, ; and (b) if the sum Operating Statement shows that the sums paid by Tenant were less than Tenant’s Proportionate Share of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentssame, Tenant shall pay the amount of such deficiency to Landlord within forty-five ten (4510) days after ▇▇▇▇▇▇'s receipt demand therefor. Failure or delay of such statement. If Landlord to submit the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord written statement referred to herein shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt waive any rights of Landlord’s Statement in accordance with . Notwithstanding the delivery requirements foregoing, the Annual Minimum Rent shall never be decreased below that amount set forth in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit1.1.

Additional Rent. Commencing on the Commencement Date, Lessor agrees to pay all Operating Expenses (as defined in Section 10. below) up to a maximum amount of $5.00 per year for each calendar square foot of rentable floor area in the Building (the "Operating Cost Allowance"). In the event the Operating Expenses shall, in any fiscal year of (ending January 31) exceed the Term Operating Cost Allowance (prorated for any calendar partial fiscal year falling partially within at the beginning or end of the Term), Tenant shall Lessee agrees to pay to Landlord Lessor, as additional rent Landlord’s Insurance Additional Rent, Lessee's pro rata share of any such excess (the "Excess Operating Expenses"). Lessee's pro rata share shall be determined by multiplying the Excess Operating Expenses by a fraction, the numerator of which shall be the number of rentable square feet in the Premises, and the denominator of which shall be the rentable square footage in the Building (as defined below) and Real Property Taxes (collectively known as “Additional Rent”set out in Section I above). Prior Within ninety (90) days following the completion of each fiscal year, Lessor will provide to Lessee a statement showing in reasonable detail the Commencement Date Operating Expenses for the preceding fiscal year, the Additional Rent due with regard to Lessee's portion of the Excess Operating Expenses, and at least Lessor's reasonable estimate of Excess Operating Expenses for the then current fiscal year. Lessee shall, on or before thirty (30) days prior to the beginning following receipt of each calendar year thereaftersaid statement, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) Lessor the amount of Tenant's actual responsibility for Additional RentRent due as provided herein, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If less the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five paid in advance (45if any) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds preceding fiscal year. Any overpayment will be credited by Lessor to the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, next rental payment(s) due (or, if this Lease has not expiredno further rentals are or will become due, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement same shall be final and binding upon Landlord and Tenant unless Tenant objects refunded to Landlord’s Statement within ninety (90) days from receiptLessee). Landlord shall keep records showing all expenditures incurred as Lessee agrees to pay Additional Rent each month thereafter, in addition to Base Rent, in an amount necessary to amortize the estimated Excess Operating Expenses for each calendar the then current fiscal year for over a period equal to the lesser of three (3i) years the number of months remaining in the lease Term or (ii) the number of months remaining in the current fiscal year. Notwithstanding that the lease Term has expired or been terminated, Lessee shall remain liable for and agrees to pay to Lessor within 30 days following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with an invoice therefor, its pro-rata portion of Excess Operating Expenses for the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty fiscal year (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.portion

Additional Rent. Commencing on For purposes of this Lease, Tenant's "ADDITIONAL RENT" for any Fiscal Year (or portion thereof) shall mean the product of (a) Net Rentable Area of the Premises multiplied by (b) the difference between (i) the Operating Expenses divided by the Net Rentable Area of the Building minus (ii) the Expense Stop, all as applicable for the period in question. By the Commencement Date, Landlord shall estimate the Additional Rent to be due by Tenant for each calendar year the balance of the Term (prorated for any calendar year falling partially within Fiscal Year in which the Term)Commencement Date occurs. Thereafter, unless Landlord delivers to Tenant a revision of the estimated Additional Rent, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional , coincident with Tenant's payment of Base Rent”). Prior , an amount equal to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as estimated Additional Rent for each calendar the remainder of such year divided by the number of months remaining in such year. From time to time during any Fiscal Year, Landlord may estimate and re-estimate the Additional Rent to be due by Tenant for that Fiscal Year and deliver a period copy of three (3) years following each yearthe estimate or re-estimate to Tenant. Thereafter, and such records the monthly installments of Additional Rent payable by Tenant shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement appropriately adjusted in accordance with the delivery requirements in Section 12.2 and shall be resolved estimation so that, by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit end of the disputed matter from an independentFiscal Year, certified public accountant selected Tenant shall have paid all of the Additional Rent as estimated by both Landlord Landlord. After the conclusion of each Fiscal Year during the Term, and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on after the parties. If there is a variance termination or expiration of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rentthe Term, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment deliver to Tenant within thirty a statement of actual Additional Rent due by Tenant for the Fiscal Year (30) days. If or, with respect to termination or expiration, the variance is less than five percent (5%), Tenant shall pay the cost of said audit.portion

Additional Rent. Commencing All amounts payable by Tenant under this Lease other than the Base Rent under Section 2.01 shall be deemed “Additional Rent” and the term Rent under this Lease shall mean the Base Rent and Additional Rent. Landlord shall estimate in advance and charge to Tenant the following costs, to be paid with the Base Rent on a monthly basis throughout the Commencement Date, Lease Term: (a) The Tenant’s proportionate share of all Real Property Taxes for each calendar year which Tenant is liable under Section 2.06 of the Term Lease; (prorated b) The Tenant’s proportionate share of all utility costs (if utilities are not separately metered and billed directly to Tenant) for any calendar which Tenant is liable under Section 2.07; (c) The Tenant’s proportionate share of all insurance premiums for which Tenant is liable under Section 5.05; (d) The Tenant’s proportionate share of all Outside Area Maintenance (“OAM”) costs for which Tenant is liable under Section 6.03; and (e) The Tenant’s proportionate share of the cost and expense of repairs to the “building systems” of the Building made by the Landlord under Section 4.02(b). For purposes of this Lease, Tenant’s proportionate share of the items described above is 59.34% of the total of such items for the Property. Collectively, the Real Property Taxes, Utility Costs, Insurance Costs, and OAM Expenses (if not paid by Tenant directly) shall be the “Total Operating Costs”. Landlord may adjust its estimates of Total Operating costs no more than two times per fiscal year falling partially within based upon Landlord’s experience and reasonable anticipation of costs. Such adjustments shall be effective as of the next Rent payment date after notice to Tenant. Within 120 days after the start of each fiscal year during the Lease Term), Landlord shall deliver to Tenant a statement prepared in accordance with generally accepted accounting principles setting forth in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding fiscal year. Within 30 days after Tenant’s receipt of such statement, there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the case may be) in order that Landlord shall receive the entire amount of Tenant’s share of such costs and expenses for such period. Unless the Lease provides otherwise, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s all Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord then due with the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments next monthly installment of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing on the Commencement Date4.1. If, for each calendar year of the Term (prorated for in any calendar year falling partially within during the Termterm of this Lease, the Recurring Operating Costs (as defined in Section 4.8 below) incurred by Landlord in connection with the Project shall exceed the Recurring Operating Costs for the Base Year (as defined in Section 1.1.5), Tenant shall pay to Landlord as additional rent Landlord’s Insurance ("Additional Rent"), in addition to and at the time provided for payment of Base Rent, an amount equal to Tenant's Percentage Share (as defined below) specified in Section 1.1.6 of such excess. The Base Year Recurring Operating Costs shall be deemed to constitute Landlord's agreed contribution to Recurring Operating Costs and Real Property Taxes (collectively known as “Additional Rent”)shall not be deemed to constitute a representation or warranty that such Base Year Recurring Operating Costs will reflect actual Recurring Operating Costs for any succeeding period. 4.2. Prior to the Commencement Date and at least thirty (30) days prior to the beginning end of each calendar year thereafteryear, Landlord shall furnish to Tenant a written statement setting forth the following: (a) or statements showing in reasonable detail Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent(i) Recurring Operating Costs for the immediately succeeding calendar year, (ii) the amount, if any, of the excess of such estimated Recurring Operating Costs over the Base Year Recurring Operating Costs, and (biii) the amount of any Additional Rent which will be payable by Tenant based on such estimate, appropriately prorated on a calculation monthly basis. Thereafter, Tenant shall pay monthly as Additional Rent hereunder, the amount set forth in such estimated Additional Rent statement from Landlord. Neither Landlord's failure to deliver, nor the late delivery of one-twelfth (1/12) such statement or statements shall constitute a default by Landlord hereunder, or a waiver of Landlord's estimate right to any estimated or actual Additional Rent. 4.3. Within one hundred twenty (120) days following the close of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rentyear, Landlord shall furnish to Tenant by a written notice, delivered statement of reconciliation (the "Reconciliation") showing in accordance with Article 22 and within sixty (60) days after reasonable detail Landlord's actual Recurring Operating Costs for the end of such preceding calendar year, together with a statement (“Landlord’s Statement”) of any adjustments necessary to reconcile any sums paid by Tenant hereunder during such calendar year pursuant to Section 4.2 with those sums actually payable and due hereunder for such calendar year as set forth in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the yearReconciliation. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsReconciliation shows that additional sums are due from Tenant hereunder, Tenant shall pay the deficiency such sums to Landlord within forty-five thirty (4530) days after ▇▇▇▇▇▇'s receipt of such statementthe Reconciliation. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Reconciliation shows that an overpayment has been made by Tenant with respect to Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement such overpayment shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment refunded to Tenant within thirty (30) daysdays after Tenant's receipt of the Reconciliation. If In the variance is less than five percent event this Lease has expired or been terminated prior to the end of a calendar year, Landlord's obligation to reconcile and Tenant's obligation to pay shall survive such expiration or termination. Landlord's failure to deliver the Reconciliation to Tenant as provided herein shall not constitute a default by Landlord hereunder nor operate as a waiver of Landlord's right to collect all Additional Rent and other sums due hereunder. Where only a portion of a calendar year falls within the term hereof, Landlord shall calculate estimated (5%or actual, as the case may be) Additional Rent based upon a reasonable proration of estimated (or actual) Recurring Operating Costs for such calendar year. 4.4. Landlord may divide the statements referred to in Section 4.3 above into separate statement(s) for Tax Costs (as defined in Section 4.6 below) and Operating Costs (as defined in Section 4.7 below). Additionally, Tenant Landlord may estimate and measure Tax Costs or Operating Costs, or both, on a fiscal year instead of a calendar year basis, and in such event any and all references in this Article 4 to calendar year shall pay be deemed to refer to such fiscal year. 4.5. Notwithstanding anything to the cost contrary contained herein, under no circumstances shall the provisions of said auditthis Article 4 cause the then current rent to be reduced. Any reference to Landlord's "actual" Recurring Operating Costs in this Article 4 shall be deemed to include an allowance for any adjustment to reflect the level of occupancy of the Building to the extent provided for below.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance each year Tenant's Proportionate Share of Operating Costs during each Operating Year of the Lease Term (as defined below) and Real Property Taxes (collectively known as “Additional Rent”"OPERATING COST RENT"). Prior Landlord may make a good faith estimate of the Operating Cost Rent to be due by Tenant for any Operating year or part thereof during the Lease Term. During each Operating Year or partial Operating Year of the Lease Term, Tenant shall pay to Landlord, in advance concurrently with each monthly installment of Minimum Monthly Rent, an amount equal to the Commencement Date estimated Operating Cost Rent for such Operating Year or part thereof divided by the number of months therein. From time to time, Landlord may estimate and at least thirty (30) days prior re-estimate the Operating Cost Rent to be due by Tenant and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Operating Cost Rent payable by Tenant shall be appropriately adjusted in accordance with the estimations so that, by the end of the Operating Year in question, Tenant shall have paid all of the Operating Cost Rent as estimated by Landlord. Any amounts paid based on such an estimate shall be subject to adjustment as herein provided when actual Operating Costs are available for each Operating Year. In the event the Building is not fully occupied during any Operating Year, an adjustment shall be made by Landlord in calculating the Operating Costs for such Operating Year so that the Operating Costs shall be adjusted to the beginning amount that would have been incurred had the Building been occupied to the extent of 95% during such Operating Year. By May 1 of each calendar year thereafterOperating Year, or as soon thereafter as practicable, Landlord shall furnish to Tenant a written statement setting forth of Operating Costs for the following: previous year, adjusted as provided above (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”the "Operating Costs Statement"). If Tenant's payments of estimated Operating Cost Rent for the year covered by the Operating Costs Statement exceed Tenant's Proportionate Share of such items as indicated in the Operating Costs Statement, then Landlord shall promptly credit or reimburse Tenant for such excess; likewise, if Tenant's estimated payments of Operating Costs for such year are less than Tenant's share of such items as indicated in the Operating Costs Statement, then Tenant shall promptly pay to Landlord such deficiency, notwithstanding that the Monthly Estimated Rent beginning on Term has expired and Tenant has vacated the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day yearPremises. For each calendar year purposes of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing Tenant agrees to reimburse Landlord for Tenant's Proportionate Share (hereinafter defined) of (i) Real Property Taxes (hereinafter defined), (ii) Landlord's actual cost of obtaining and maintaining Landlord's Insurance (hereinafter defined), and (iii) the actual cost of any maintenance performed by Landlord under Paragraph 12A(2) below or which, in Landlord's reasonable discretion, is for the benefit of the Project as a whole and not reasonably allocable to any specific tenant or tenants (collectively, the ADJUSTMENTS). During each month of the term of this Lease, on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term)same day that Base Monthly Rent is due hereunder, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior Rent an amount equal to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount 1/12 of Tenant's Proportionate Share of the estimated total annual cost of the Adjustments, as determined by Landlord. Tenant authorizes Landlord to use such funds to pay such costs. The initial monthly payments of Adjustments are based upon Landlord's good faith estimates for the current Lease Year (hereinafter defined) and shall be increased or decreased each Lease Year to reflect the projected actual responsibility for Additional Rent, and (b) the sum cost of all Adjustments. If Tenant's Monthly Estimated Rent total payments made during the year. If the amount of are less than Tenant's Proportionate Share of the actual responsibility for Additional Rent exceeds the sum costs of Tenant's Monthly Estimated Rent paymentsall such items, Tenant shall pay the deficiency difference to Landlord within forty-five ten (4510) days after ▇▇▇▇▇▇'s receipt of such statementdemand. If the sum total payments of Tenant are more than Tenant's Proportionate Share of the actual costs of all such items, Landlord shall notify Tenant of such and retain such excess and credit it against Tenant's next. monthly estimated payments of Adjustments. The amount of the Base Monthly Rent and the estimated monthly payments (based upon a complete calendar month) of Tenant's Proportionate Share of the Adjustments for the Lease Year in which the date of this Lease occurs are as follows: (1) Base Monthly Estimated Rent payments during $20,170.58 (2) Real Property Taxes $3,723.80 (3) Insurance $310.32 (4) Maintenance $620.63 ---------- Initial Monthly Payment Total $24,825.33 ---------- ---------- TENANT'S PROPORTIONATE SHARE, as used in this Lease, shall mean a fraction, the year exceeds numerator of which is the amount number of Tenant's actual responsibility for Additional Rentsquare feet of rentable area contained in the Premises and the denominator of which is the entire number of square feet of rentable area contained in the Building (as to costs which do not materially vary based on the occupancy of the Building) or is the entire rented area contained in the Building (as to costs which do materially vary based on the occupancy of the Building). If the Project is part of a larger development constructed by Landlord on the Land (the DEVELOPMENT) and the Building and one or more other buildings on parts of the Development other than the Project share the benefit of or may properly be allocated a portion of any expense, Landlord shall pay reasonably allocate any such expense among the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, Building and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect other building(s) prior to ▇▇▇▇▇▇▇▇'s calculations of applying Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within Proportionate Share to such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditexpense.

Additional Rent. (1) Commencing on the Commencement DateDate and continuing throughout the Term of the Lease, Tenant shall pay to Landlord, as “Additional Rent”, Tenant’s Share of the sum of Operating Costs and the Taxes for each calendar year year, or portion thereof, occurring during the Term (except that Tenant’s Share of estimated Operating Costs and the Taxes for the first full calendar month of the Term shall be paid upon Tenant’s execution of this Lease). (prorated 2) Prior to the Commencement Date and thereafter prior to the end of each calendar year, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs and the Taxes to be paid as a component of Additional Rent for any the following calendar year. Commencing on the first day of January of each calendar year falling partially within and continuing on the Term)first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent one-twelfth (1/12th) of such estimated Additional Rent. If Landlord thereafter estimates that Operating Costs for such year will vary from Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least prior estimate, Landlord may, on not less than thirty (30) days days’ prior written notice to Tenant, revise the beginning estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). Landlord’s initial estimate of Operating Costs for the first full calendar month of the Term is Thirteen Thousand Seven Hundred Thirty Five and 00/100 Dollars ($13,735.00). (3) As soon as reasonably practicable after the end of each calendar year thereafteryear, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (the “Landlord’s Statement”) in reasonable detailwith respect to such year, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rentshowing Operating Costs, and (b) any other Additional Rent for the sum of Tenant's Monthly Estimated Rent year, and the total payments made during the yearby Tenant with respect thereto. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Unless Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects raises any objections to Landlord’s Statement within ninety (90) days from receipt. Landlord after receipt of the same, Tenant shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at have no right thereafter to audit Landlord’s principal office. Any dispute books and records with respect to ▇▇▇▇▇▇▇▇'s calculations such Statement. If Tenant does object to such Statement within the requisite time period, then Landlord shall provide Tenant with reasonable verification of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s the figures shown on the Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation shall negotiate in good faith to resolve any disputes. If after such negotiations Landlord and Tenant cannot agree upon the amount of Operating Costs, then Tenant shall have the right to have a certified public accountant (at Tenant’s sole cost and expense) and approved by Landlord (which approval shall not be unreasonably withheld or delayed), audit and/or review Landlord’s books and records relating to the Statement and the calculation of Operating Costs for the year in question (the “Independent Review”). The results of any such Independent Review shall be binding on Landlord and Tenant, unless Landlord elects, within sixty (60) days of written notice receipt of disputed chargethe results of the Independent Review, to initiate legal proceedings to resolve any disputes regarding conclusions in the Independent Review that Landlord does not accept. HoweverIf the Independent review and/or any legal proceedings with respect thereto show that the Operating Costs actually paid by Tenant for the calendar year in question exceeded Tenant’s obligations for such calendar year, Tenant may offset such excess against Rent due under the Lease or, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rentno rent remains due, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment excess to Tenant within thirty fifteen (3015) daysdays after final determination of the Operating Costs after deducting all other amounts due Landlord. If the variance is Independent Review and/or any legal proceedings with respect thereto show that Tenant’s payments of Operating Costs for such calendar year were less than Tenant’s obligation for the calendar year, Tenant shall pay the deficiency to the Landlord within fifteen (15) days after final determination of the Operating Costs. If the Independent Review and/or any legal proceedings with respect thereto show that Tenant has overpaid Operating Costs for the year in question by more than five percent (5%), then Landlord shall reimburse Tenant for all reasonable costs paid by Tenant to the firm performing the Independent Review. Operating Costs for the calendar years in which Tenant’s obligation to share therein begins and ends shall be prorated. Any failure of Landlord to deliver Landlord’s Statement as provided herein shall not relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s Statement, so long as the Statement for any calendar year is delivered not later than nine (9) months after the end of the calendar year. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, and Tenant does not timely object thereto as permitted under subparagraph (3) above, Tenant shall pay Landlord the cost deficiency within five (5) days of said auditTenant’s receipt of Landlord’s Statement. If, however, Tenant timely objects to the Landlord’s Statements as permitted under subparagraph (3), above, Tenant shall pay Landlord any deficiency within fifteen (15) days of the completion of good faith negotiations or Tenant’s receipt of the results of the Independent Review, as applicable. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of the Operating Costs and the Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within fifteen (15) days after Tenant’s receipt of Landlord’s final Statement for the calendar year in which this Lease terminates, unless Tenant timely objects thereto as permitted under subparagraph (3) above, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration or earlier termination of this Lease.

Additional Rent. Commencing on the Commencement Date, for each calendar year of Throughout the Term (prorated for any calendar year falling partially within the Term)of this Lease, Tenant shall pay pay, as additional rent, to Landlord as additional rent LandlordTenant’s Insurance Proportionate Share of the Operating Expenses (as defined below) and Real Property Taxes in Section 4.3), plus any additional sums due pursuant to Section 6.1 (collectively known as “Additional Rent”), in equal monthly installments, payable with each installment of Base Rent. Prior to Tenant’s Proportionate Share of the Commencement Date Operating Expenses shall be based on Landlord’s reasonable and at least thirty (30) days prior to good faith estimate of the beginning of each Operating Expenses due from Tenant for the current calendar year thereafterof the Term, Landlord in relation to Tenant’s Proportionate Share (“Estimated Operating Expenses”). For partial calendar years in the Term, Tenant shall furnish pay Additional Rent equal to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly the annual Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar Operating Expenses for each month thereafter during the Term. Monthly Estimated Rent Commencing on January 1, 2024, Tenant’s liability for a period of less Operating Expenses shall not increase by more than one month shall be prorated four percent (4%) annually on a daily basis based on a three hundred sixty-five noncumulative basis, exclusive of increases attributable to Taxes (365) day yearas hereinafter defined), utilities, insurance, snow removal costs, association dues, and any other expenses that Landlord has no reasonable ability to control. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within Within sixty (60) days after the end of such each calendar yearyear in the Term, Landlord shall furnish to Tenant a statement (“showing in reasonable detail the determination of Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) true and actual Operating Expenses for the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the preceding calendar year. If the amount of actual Operating Expenses payable by the Tenant for any calendar year exceed the Estimated Operating Expenses paid by ▇▇▇▇▇▇, then Tenant shall, subject to a right to review Landlord’s books and records and/or Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments’s right to conduct an audit, Tenant shall as specified below, pay the deficiency to Landlord within forty-five thirty (4530) days after ▇▇▇▇▇▇'s ’s receipt of Landlord’s statement of Operating Expenses due from Tenant, the difference between: (a) Tenant’s Proportionate Share of the actual Operating Expenses for such statement. If calendar year; and (b) the total sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and Operating Expenses paid by ▇▇▇▇▇▇'s Monthly ▇ during such calendar year. If, however, the actual Operating Expenses payable by Tenant for any calendar year are less than the Estimated Rent next falling due. Operating Expenses paid by Tenant during such calendar year, then Landlord shall pay to Tenant, upon delivery to Tenant of the Landlord’s Statement shall be final statement of the actual Operating Expenses, the difference between: (y) the total sum of Estimated Operating Expenses paid by Tenant during such calendar year; and binding upon (z) the actual amount of Operating Expenses payable by Tenant during such calendar year. Failure of Landlord and to timely provide an annual reconciliation notice of underpayment or overpayment by Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as of its Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt obligation will not waive any of Landlord’s Statement rights to collect such payments or Tenant’s obligations hereunder, but will extend each party’s rights until the date notice is given; provided, however, that in accordance with no event shall Landlord retroactively include items in Operating Expenses for a certain calendar year following the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit expiration of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on thirty-sixth (36th) month after the parties. If there is a variance expiration of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditcalendar year.

Additional Rent. Commencing on (a) Tenant shall pay Landlord an amount equal to Tenant's Pro Rata Share of Taxes in excess of the Commencement Dateamount of Taxes paid by Landlord during the calendar year 1996 or 1997, whichever is higher (the "Base Tax Year"). (b) Tenant shall pay Landlord an amount equal to Tenant's Pro Rata Share of Operating Expenses in excess of the amount of Operating Expenses paid by Landlord during the calendar year 1997 (the "Base Expense Year"). (c) Tenant's Pro Rata Share of Taxes and Operating Expenses in excess of the respective Base Years shall be paid in the following manner: (i) Landlord may reasonably estimate in advance the amounts Tenant shall owe for each Taxes and Operating Expenses in excess of the respective Base Years for any full or partial calendar year of the Term (prorated for or any calendar year falling partially within the Termextension or renewal). In such event, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereaftersuch estimated amounts, Landlord shall furnish to Tenant on a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentmonthly basis, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on or before the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year month, together with Tenant's payment of the Term in which Tenant is responsible for paying Additional Gross Rent, Landlord shall furnish . Such estimate may be reasonably adjusted from time to Tenant time by written notice, delivered in accordance with Article 22 and within sixty Landlord. (60ii) Within 120 days after the end of such each calendar year, or as soon thereafter as practicable, Landlord shall provide a statement (“Landlord’s the "Statement”") in reasonable detail, including supportive documentation, setting forth to Tenant showing: (a) the amount of actual Taxes and Operating Expenses for such calendar year, with a listing of amounts for major categories of Operating Expenses, and such amounts for the Base Years, (b) any amount paid by Tenant toward Taxes and Operating Expenses during such calendar year on an estimated basis, and (c) any revised estimate of Tenant's obligations for Taxes and Operating Expenses for the current calendar year. (iii) If the Statement shows that Tenant's estimated payments were less than Tenant's actual responsibility obligations for Additional Rent, Taxes and (b) the sum of Tenant's Monthly Estimated Rent payments made during the Operating Expenses for such year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statementdifference. If the sum of Statement shows an increase in Tenant's Monthly Estimated Rent estimated payments during for the current calendar year, Tenant shall pay the difference between the new and former estimates, for the period from January 1 of the current calendar year exceeds through the amount of month in which the Statement is sent. Tenant shall make such payments within 60 days after Landlord sends the Statement. (iv) If the Statement shows that Tenant's estimated payments exceeded Tenant's actual responsibility obligations for Additional RentTaxes and Operating Expenses, Tenant shall receive a refund for the difference, within 60 days after Landlord sends the Statement. (v) Notwithstanding the foregoing, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of agrees that Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days Pro Rata Share of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and Operating Expenses shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of increased more than five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility per annum, non-cumulative, for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) dayscontrollable expenses. If the variance is less than The five percent (5%)) cap shall not apply to non-controllable expenses. Non-controllable expenses are third party expenses which are not within the Landlord's control, and include, but are not limited to, utilities and insurance. Landlord agrees to notify Tenant in writing when and as other types of non-controllable expenses, if any, arise. (d) If the Term commences as to any portion of the Premises other than on January 1, or ends other than on December 31, Tenant's obligation to pay estimated and actual amounts towards Taxes and Operating Expenses for such first or final calendar years for such portion of the Premises shall be prorated to reflect the portion of such years included in the term. Such proration shall be made by multiplying the total estimated or actual (as the case may be) Taxes and Operating Expenses, for such calendar years, as well as the Base Year amounts, by a fraction, the numerator of which shall be the number of days of the term for such portion of the Premises during such calendar year, and the denominator of which shall be 365. (e) Landlord shall maintain records respecting Taxes and Operating Expenses and determine the same in accordance with sound accounting and management practices, consistently applied. Although this Lease contemplates the computation of Taxes and Operating Expenses on a cash basis, Landlord shall make reasonable and appropriate accrual adjustments to ensure that each calendar year, including the Base Years, includes substantially the same recurring items. Landlord reserves the right to change to a full accrual system of accounting so long as the same is consistently applied and Tenant's obligations are not materially adversely affected. Tenant shall have the one time right to examine such records for the Base Tax Year and the Base Expense Year, and otherwise, with respect to the most current Statement only, upon reasonable prior notice specifying such records Tenant desires to examine, during normal business hours at the place or places in Miami, Florida, where such records are normally kept by sending such notice no later than 60 days following the furnishing of the Statement. Tenant may take exception to matters included in Taxes or Operating Expenses, or Landlord's computation of Tenant's Pro Rata Share of either, by sending notice specifying such exception and the reasons therefor to Landlord no later than 30 days after Landlord makes such records available for examination. Tenant acknowledges that Landlord's ability to budget and incur expenses depends on the finality of such Statement, and accordingly agrees that time is of the essence of this paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord and Tenant shall refer the matter to an independent certified public accountant, whose certification as to the proper amount shall be final and conclusive as between Landlord and Tenant. Tenant shall promptly pay the cost of said auditsuch certification unless such certification determines that Tenant was over-billed by more than 5% of the entire amount of the Statement, in which case the costs of certification shall be borne by Landlord, and Landlord shall credit the overpayment to Tenant's next rental payment. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant's Pro Rata Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved. (f) Notwithstanding that Gross Rent payments on the Phase III Premises and on the Relocation Premises do not commence until the dates set forth in Paragraph 3 hereof, if Tenant occupies such space for the purposes of conducting any business (as opposed to building-out or otherwise improving such space, or using such space for storage) prior to the respective rent commencement dates, Tenant agrees to pay to Landlord, as additional rent, Tenant's Pro Rata Share of Operating Expenses and Taxes (estimated to be $7.50 per rentable square foot) for such additional space effective as of the date of Tenant's occupancy of such additional space. Any such payments shall be prorated for time and adjusted as to area. (g) Tenant agrees to pay to Landlord, as additional rent, on the Commencement Date for the Phase I Premises the amount of $37,015.54 owed by the Subtenant to Landlord. Such payment maybe made in the manner described in Paragraph 14 of this Lease.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall Lessee agrees to pay to Landlord as additional rent Landlord’s Insurance all Operating Expenses (as defined in Section 10 below) and Real Property Taxes (collectively known as “Additional Rent”)for the Premises. Prior to the Commencement Date Date, Lessor will provide Lessee a statement showing Lessor's reasonable estimate of the Operating Expenses for the then current Fiscal Year and at least thirty (30) the Additional Rent due. Within 90 days prior to following the beginning completion of each calendar year Fiscal Year thereafter, Landlord shall furnish Lessor will provide to Tenant Lessee a written statement setting forth showing in reasonable detail the following: (a) LandlordOperating Expenses for the preceding Fiscal Year, the Additional Rent due, and Lessor's reasonable estimate of ▇▇▇▇▇▇Operating Expenses for the then current Fiscal Year. A listing of the current categories of Operating Expenses ("Operating Expense Categories") used by Lessor are set out in Exhibit "E" attached hereto. The Operating Expense Categories may change from time to time in Lessor's Additional Rentreasonable discretion. Lessee shall, and (b) a calculation on or before 30 days following receipt of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall said statement, pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) Lessor the amount of Tenant's actual responsibility for Additional RentRent due as provided herein, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If less the amount of Tenant's actual responsibility for Additional Rent exceeds paid in advance (if any) during the sum preceding Fiscal Year. Any overpayment will be paid to Lessee within 30 days of Tenant's Monthly Estimated the determination of such overpayment. Lessee agrees to pay Additional Rent paymentseach month thereafter, Tenant in addition to Base Rent, in an amount necessary to amortize the estimated Operating Expenses for the then current Fiscal Year over a period equal to the lesser of (i) the number of months remaining in the Term on a pro rata basis or (ii) the number of months remaining in the current Fiscal Year. Notwithstanding that the Term has expired or been terminated, Lessee shall remain liable for and agrees to pay the deficiency to Landlord Lessor within forty-five (45) 30 days after ▇▇▇▇▇▇'s following receipt of such statement. If an invoice therefor, its pro rata share of Operating Expenses for the sum of Tenant's Monthly Estimated Rent payments Fiscal Year during which the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) Term expired or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.was

Additional Rent. a.
All charges payable by Tenant under this Lease other than Base Monthly Rent are called and shall be deemed “Additional Rent.” Unless this Lease provides otherwise, Additional Rent then due is to be paid together with the next installment of Base Monthly Rent. The term “Rent” as used in this Lease shall mean Base Monthly Rent and Additional Rent. b.
Commencing on the first day following the one (1) year anniversary of the Commencement Date, Tenant shall pay, as Additional Rent, Tenant’s Pro Rata Share of the amount, if any, by which Expenses (as hereinafter defined) for each calendar year of during the Lease Term exceed Expenses during the Base Year (prorated for the “Expense Excess”). If Expenses in any calendar year falling partially within decrease below Expenses during the TermBase Year, Tenant’s Pro Rata Share of Expenses for that calendar year shall be zero dollars ($0). c.
Landlord shall provide Tenant with a good faith estimate of the Expense Excess for each calendar year during the Lease Term after the Base Year. On or before the first day of each calendar month during the Lease Term after the Base Year, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior a monthly installment equal to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Tenant’s Pro Rata Share of Landlord's ’s estimate of ▇▇▇▇▇▇'s the Expense Excess. If Landlord determines at any time that its good faith estimate of the Expense Excess was incorrect by a material amount, Landlord may provide Tenant with a revised estimate. After its receipt of the revised estimate, Tenant’s monthly payments shall be based upon the revised estimate. If Landlord does not provide Tenant with an estimate of the Expense Excess before the beginning of any calendar year, Tenant shall continue to pay monthly installments based on the previous year’s estimate(s) until Landlord provides Tenant with the new estimate. Upon delivery of the new estimate, an adjustment shall be made for any month for which Tenant paid monthly installments based on the previous year’s estimate(s). Any overpayment shall be credited against the next due future installment(s) of Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant underpayment within thirty (30) daysdays after 4824-0900-0329v5/27933-0139 receipt of the new estimate. The terms of the preceding sentence shall survive the expiration of the Lease Term or earlier termination of the Lease. d.
By no later than April 30 of each calendar year (commencing with the second calendar year after the Base Year), Landlord shall use commercially reasonable efforts to furnish Tenant with a statement of the actual Expenses and Expense Excess for the prior calendar year. If the variance estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, Landlord shall apply any overpayment by Tenant against Additional Rent due or next becoming due, provided if the Lease Term expires or is otherwise terminated before the determination of the overpayment, Landlord shall refund any overpayment to Tenant after first deducting any outstanding amount of Rent due. If the estimated Expense Excess for the prior calendar year is less than the actual Expense Excess for such prior calendar year, Tenant shall pay Landlord, within thirty (30) days after Tenant’s receipt of the statement of actual Expenses, any underpayment for the prior calendar year. Any delay or failure of Landlord in (i) delivering any estimate or statement described in this Article 5 or (ii) computing or billing Tenant’s Pro Rata Share of Expense Excess shall not constitute a waiver of Landlord’s right to require an increase in Additional Rent, or in any way impair the continuing obligations of Tenant under this Article 5. In the event of any dispute as to any Expense Excess due under this Article 5, an officer of Tenant or Tenant’s lease administrator or certified public accountant whose fee is not contingent on the outcome of the audit in any way shall have the right after reasonable notice and at reasonable times, but not more than once each calendar year, to inspect Landlord’s accounting records at Landlord’s accounting office. If after such inspection, Tenant still disputes such Expense Excess, upon Tenant’s written request therefor, a certification as to the proper amount of Expense Excess payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties shall submit such dispute to the American Arbitration Association to choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s Pro Rata Share of Expense Excess due by Tenant for the period in question. Such certification shall be final and conclusive as to all parties. If the certification reflects that Tenant has overpaid Tenant’s Pro Rata Share of Expense Excess for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Expense Excess or, at the request of Tenant, promptly refund such excess to Tenant, and conversely, if Tenant has underpaid Tenant’s Pro Rata Share of Expense Excess, Tenant shall promptly pay such additional Expense Excess to Landlord. Tenant agrees to pay the cost of such certification and the investigation with respect thereto unless it is determined that Landlord’s original statement was in error in Landlord’s favor by more than five percent (5%), Tenant in which event Landlord shall pay the cost of said auditthe certification and investigation. Tenant waives the right to dispute any matter relating to the calculation of Expense Excess under this Article 5 if any claim or dispute is not asserted in writing to Landlord within one hundred and eighty (180) days after delivery to Tenant of the original billing statement for the actual Expenses with respect thereto. The terms of this Section shall survive expiration of the Lease Term or earlier termination of this Lease.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as "Additional Rent" for each calendar year or portion thereof during the Term Tenant's Share of the Term sum of (prorated x) Operating Costs for any such period, and (y) Taxes for such period. (2) Prior to the beginning of each calendar year, Landlord shall notify Tenant of Landlord's estimate of Operating Costs, Taxes and Tenant's Additional Rent for the following calendar year. Commencing on the first day of January of each calendar year falling partially within and continuing on the Term)first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent Landlord’s Insurance one-twelfth (as defined below1/12th) and Real Property Taxes (collectively known as “of the estimated Additional Rent”. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord's prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). Prior to . (3) As soon as reasonably practicable after the Commencement Date end of the Base Year and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay with respect to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detailshowing Operating Costs, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, Taxes and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of the year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord's statement within three (3) years following each yearafter receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall permit Tenant reasonable access to Landlord's books and records shall be made available of Landlord pertaining to Operating Costs, Taxes and Additional Rent for inspection the year for the purpose of verification of the figures shown on the statement. Tenant may, upon ten (10) days advance written notice, audit, inspect and photocopying by Tenant and/or its agents during ordinary business hours at copy the books and records of Landlord’s principal office. Any dispute , with respect to ▇▇▇▇▇▇▇▇'s calculations of any costs or item which is passed through to Tenant's actual responsibility for Additional Rent must be raised . Any such audit or inspection performed by a third party contracted by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by performed only on a non-contingent fee basis. Landlord must cooperate with Tenant in providing Tenant reasonable access to its books and records during normal business hours for this purpose. If the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit results of the disputed matter from audit shows an independent, certified public accountant selected overcharge to Tenant of the actual amount owned by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional RentLandlord must, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) daysdays of completion of such audit, credit or refund to Tenant, at Landlord election, any overcharge discovered by the audit. If the variance is less than five percent overcharge exceeds the actual Operating Costs by 3%, Landlord must pay the reasonable costs of such audit. If such audit discloses an undercharge to Tenant, Tenant must pay Landlord the amount of such undercharge within thirty (5%)30) days of completion of such audit. The parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord's statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in a timely manner relieve Tenant of Tenant's obligation to pay any amounts due Landlord based on Landlord's statement. (4) If Tenant's Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the cost deficiency within ten (10) days of said auditTenant's receipt of Landlord's statement. If the total payments made by Tenant on account thereof exceed Tenant's Additional Rent as finally determined for such year, Tenant's excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Share of Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within ten (10) days after Tenant's receipt of Landlord's final statement for the calendar year in which this Lease terminates, the difference between Tenant's Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof.

Additional Rent. Commencing on Beginning with the Commencement Date, for each calendar year commencement date of the Term term of this Lease, Landlord shall pay as Additional Rent the following: a) All Taxes relating to the Premises as set forth in Paragraph 9, and b) All insurance premiums relating to the Premises, as set forth in Paragraph 12, and c) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys’ fees and legal expenses, that may accrue thereto in the event of Tenant’s failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant’s part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord’s agent (prorated for any calendar year falling partially i) within five days after presentation of invoice from Landlord or Landlord’s agent setting forth such Additional Rent and/or (11) at the Term)option of Landlord, Tenant shall pay to Landlord as additional rent monthly, in advance, Tenant’s prorata share of an amount estimated by Landlord to be Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “approximate average monthly expenditure for such Additional Rent”). Prior to Rent items, which estimated amount shall be reconciled at the Commencement Date and at least thirty (30) days prior to the beginning end of each calendar year thereafteras compared to Landlord’s actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord shall furnish in excess of said estimated amount, or Landlord refunding to Tenant a written statement setting forth (providing Tenant is not in default in the following: (aperformance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's estimate ’s actual expenditures for said Additional Rent items. The respective obligations of ▇▇▇▇▇▇'s Additional RentLandlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and (b) if the term hereof shall expire or shall otherwise terminate on a calculation day other than the last day of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s a calendar year, the actual Additional Rent (“Monthly Estimated Rent”). Tenant incurred for the calendar year in which the term hereof expires or otherwise terminates shall pay to Landlord the Monthly Estimated Rent beginning be determined and settled on the Commencement Date and on basis of the first day statement of every successive calendar month thereafter during the Term. Monthly Estimated Additional Rent for a period of less than one month such calendar year and shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each in the proportion which the number of days in such calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish preceding such expiration or termination bears to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit365.

Additional Rent. Commencing on 3.3.1 In addition to the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term)Monthly Base Rent and other sums to be paid by Tenant to Landlord, Tenant shall pay to Landlord as additional rent Landlord’s Insurance the amount by which Tenant's share of Operating Expenses (as defined below) and Real Property Taxes (collectively known for any lease year or part thereof during the term exceeds Tenant's Expense Stop Base, as “Additional Rent”)set forth in the Basic Lease Provisions. Prior Tenant's share of Operating Expenses shall be an amount equal to the Commencement Date product of the Operating Expenses multiplied by Tenant's Operating Expense Percentage specified in the Basic Lease Provisions. For partial lease years during the term, the annual Operating Expenses and at least thirty (Tenant's Expense Stop Base shall be prorated on a daily basis using a 30) days prior -day month and 360-day year to determine the beginning amount of each calendar year thereafter, additional rent due to Landlord. 3.3.2 Landlord shall furnish be entitled to make an estimate of Operating Expenses projected for each lease year. Landlord shall be entitled to revise such estimate at any time and from time to time during the lease year to increase or decrease the estimate of Operating Expenses. If Landlord notifies Tenant a written statement setting forth the following: (a) that Landlord's estimate (or any revised estimate) of ▇▇▇▇▇▇'s Additional RentOperating Expenses would result in an obligation of Tenant to pay additional rent, and (b) a calculation of then upon request by Landlord, Tenant shall pay one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and such estimated additional rent on the first day of every successive calendar each month thereafter during in advance together with the TermMonthly Base Rent. Monthly Estimated Rent If Landlord shall so notify Tenant after the commencement of a lease year, then with the next payment of rent due, Tenant shall also pay to Landlord one-twelfth (1/12) of such estimated additional rent for each month of such lease year which has already elapsed. 3.3.3 Landlord shall provide Tenant with an annual statement showing Tenant's share of the annual Operating Expenses over Tenants Expense Stop Base, if any, for the prior lease year, together with any proration. Landlord shall use all reasonable efforts to deliver the annual statement within one hundred twenty (120) days after the end of the lease year; provided, however, that failure of Landlord to deliver the annual statement within such period shall not impair or constitute a waiver of Tenant's obligations to pay additional rent or cause Landlord to incur any obligation for damages. If the amount of the additional rent due for the lease year exceeds any amount paid by Tenant as estimated additional rent for such lease year, then Tenant shall pay such excess to Landlord within thirty (30) days of receipt of Landlord's statement. If the amounts paid as estimated additional rent for a lease year exceed the amount of Tenant's obligation shown on the annual statement, then Tenant shall be entitled to a credit against monthly installments of estimated additional rent due for the then current year. If no further sums of additional rent are or will become due against which the excess can be credited, then, subject to offset at Landlord's election against other sums owed by Tenant, Landlord shall pay such excess to Tenant within ten (10) days after delivery of the annual statement. All obligations to pay additional rent and/or the obligation of Landlord to credit or reimburse Tenant for any excess payment of estimated additional rent shall survive expiration of the term or earlier termination of this Lease. 3.3.4 Tenant shall have a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after delivery of the end annual statement of Operating Expenses to question or challenge the amount shown thereon by giving written notice to Landlord specifying the items which are challenged. Tenant waives and relinquishes the right to challenge or object to the amounts shown at any time after expiration of such calendar year, a statement sixty (“Landlord’s Statement”60) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the yearday period. If Tenant timely challenges any item shown on the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsannual statement, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt then have a period of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period the date of three (3) years following each yearTenant’s challenge in which to inspect, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours upon reasonable written notice to Landlord at Landlord’s principal 's office, Landlord's records relating to the challenged item or items. Any dispute with respect Tenant shall give written notice to ▇▇▇▇▇▇▇▇'s calculations Landlord prior to expiration of Tenant's actual responsibility for Additional Rent must be raised by Tenant within such ninety (90) days of receipt whether Tenant continues to challenge any of Landlord’s Statement the items originally objected to, in accordance with the delivery requirements in Section 12.2 and which case a certification as to proper amount shall be resolved made by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, Landlord's independent certified public accountant selected by both Landlord and Tenantaccountant, whose decision shall be based on generally accepted accounting principles and which certification shall be final and binding on the partiesconclusive. If there is a variance The cost of such review shall be paid by Tenant, unless such review reveals an error resulting in an overcharge to Tenant of five percent (5%) or more between said decision more, in which case the cost of such review shall be paid by Landlord. If Tenant fails to review the records or fails to give timely written notice to Landlord that it continues to object, then Tenant shall be deemed to have waived its objection and Landlord's determination shall have no further right to challenge or object thereto. Notwithstanding any objection or challenge of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost amount claimed by Landlord to be due as and when provided for herein, pending the resolution of said auditTenant's objection.

Additional Rent. Commencing on All sums payable to Landlord by Tenant under this Lease other than Base Rent are “Additional Rent”; the Commencement Date, for each calendar year term “Rent” includes both Base Rent and Additional Rent. It is the specific intention of the Term (prorated Landlord and the Tenant that this Lease is a “triple net lease,” that the Base Rent shall be absolutely net to the Landlord, and that, except for any calendar year falling partially within obligations under this Lease specifically assigned to the Term)Landlord, the Tenant shall pay costs and expenses (in whatever form) related to the Premises or the Landlord as additional rent Landlord’s Insurance Personalty or their upkeep and maintenance, which expenses are attributable to any period during the Lease Term. Landlord will estimate in advance and charge to Tenant the following costs (collectively, the “Tenant Costs”), which Tenant will pay throughout the Occupancy Period (as defined below) and as Additional Rent each month (along with payment of the monthly Base Rent) in the amount of one-twelfth (1/12) of the Landlord’s total annual estimate: (a) Landlord Insurance Costs for which Tenant is responsible under Article 8 of this Lease, (b) Real Property Taxes under Article 5 of this Lease; (collectively known c) all Operating Expenses under Section 4.05 of this Lease, and (d) the expense for modifications due to changes in the law as “Additional Rent”)set forth in Section 7.03 of this Lease. Prior The monthly amount estimated by Landlord to be paid by Tenant to Landlord for Tenant Costs may be adjusted by Landlord during the Commencement Date and at least first 90 days of each calendar year by providing written notice to Tenant of such adjusted amount no later than thirty (30) days prior to the beginning effective date of such increase, together with the estimated calculations and rationale for such adjustment. Following the end of each calendar year thereafterduring which this Lease is in effect, Landlord shall will furnish to Tenant a written statement setting forth showing the following: (a) Landlord's estimate total amount of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Costs items paid or incurred by Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Termpreceding calendar year, itemized by category, reconciled against the payments received by Landlord from Tenant for such Tenant Costs. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five Within thirty (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6030) days after the end of such calendar year, a statement (“LandlordTenant’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall there will be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both adjustment between Landlord and Tenant, whose decision shall be based on generally accepted accounting principles with payment to or credit given by Landlord (as the case may be). “Occupancy Period” means the period from the time Tenant first enters the Premises, throughout the Lease Term and shall be final and binding on for as long as Tenant remains in the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditPremises thereafter.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as "ADDITIONAL RENT" for each calendar year or portion thereof during the Term, the sum of (x) Tenant's Operating Costs Share of the Term amount of Operating Costs, and (prorated y) the Tenant's Tax Share of the amount of Taxes for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance such period. (as defined below2) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Scheduled Final Rent Commencement Date Landlord shall notify Tenant of Landlord's estimate of Operating Costs, Taxes and at least thirty (30) days Tenant's Additional Rent for the first calendar year in which the Scheduled Final Rent Commencement Date; and prior to the beginning of each calendar year thereafter, Landlord shall furnish to notify Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇Operating Costs, Taxes and Tenant's Additional Rent (“Monthly Estimated Rent”)for such following calendar year. Commencing on each Partial Rent Commencement Date, Tenant shall pay to Landlord one-twelfth (1/12th) of the Monthly Estimated estimated annual Additional Rent beginning with respect to each such floor of the Premises (it being agreed that Additional Rent payable by Tenant shall commence independently following each Partial Rent Commencement Date), and continuing through the end of the first partial calendar year. For calendar years following the first partial year, commencing on the Commencement Date first day of January of each calendar year and continuing on the first day of every successive calendar month thereafter during in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the Termestimated annual Additional Rent. Monthly Estimated If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord's prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent for a period of less than one month shall thereafter be prorated on a daily basis payable based on a three hundred sixty-five the revised estimate). (3653) day year. For As soon as reasonably practicable after the end of each calendar year of the Term in which Tenant is responsible for paying Additional Rentyear, Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the year, and the total payments made by Tenant by written notice, delivered in accordance with Article 22 and respect thereto. Unless Tenant raises any objections to Landlord's statement within sixty one hundred eighty (60180) days after receipt of the end same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such calendar yearstatement, then Landlord shall provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord's statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount timely manner relieve Tenant of Tenant's actual responsibility for Additional Rent, and obligation to pay any amounts due Landlord based on Landlord's statement. (b4) the sum of If Tenant's Monthly Estimated Additional Rent as finally established for any calendar year exceeds the total payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsby Tenant on account thereof, Tenant shall pay Landlord the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) daysdays of Tenant's receipt of Landlord's statement. If the variance is less than five percent (5%)total payments made by Tenant on account thereof exceed Tenant's Additional Rent as finally established for such year, Tenant's excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Operating Costs Share of the Operating Costs and Tenant's Tax Share of the Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the cost case may be, within thirty (30) days after Tenant's receipt of said auditLandlord's final statement for the calendar year in which this Lease terminates, the difference between Tenant's Additional Rent for that year, as finally established by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant's Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Project being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of calculating Additional Rent for each year in which Taxes are reduced by any such exemption, Taxes for such year shall be calculated on the basis of the amount the Taxes for the year would have been in the absence of the exemption. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration of the Term.

Additional Rent. (A) Tenant shall pay to Landlord, as Additional Rent, Tenant's Pro Rata Share of Taxes which in any calendar year exceed the actual Taxes for the 1997 calendar year. Said amount shall be prorated if the Commencement Date does not coincide with the beginning or the expiration date does not coincide with the end of a calendar year. (B) Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning pay, with each monthly Installment of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Fixed Rent, and (b) a calculation of one-twelfth (1/12) of Landlordthe amount reasonably estimated by Landlord to be due as Tenant's estimate Pro Rata Share of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)excess Taxes for the following calendar year. Tenant If Taxes for the following calendar year are not known, monthly installments shall pay to Landlord the Monthly Estimated Rent beginning be based on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each current calendar year of with immediate adjustment as soon as said Taxes become known. If at the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish time any Taxes or installments thereof are required to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after be paid the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the total amount of Tenant's actual responsibility for Additional Rent, and (b) the sum monthly payments on account of excess Taxes are insufficient to pay Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsPro Rata Share thereof, Tenant shall pay the such deficiency to Landlord within forty-five (455) days after ▇▇▇▇▇▇'s receipt of such statementdemand therefor. If any payment on account of excess Taxes shall be due for the sum of Tenant's Monthly Estimated Rent payments during calendar year in which the year exceeds the amount of Tenant's actual responsibility for Additional RentCommencement Date occurs, Landlord Tenant shall pay the excess said amount to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If days following Landlord's demand therefor. (C) Should any taxing authority impose any separate additional taxes on the variance is less than five percent (5%)value of any improvements made by Tenant, or include machinery, equipment, fixtures, inventory or other personal property or assets of Tenant, then Tenant shall pay the cost entire tax attributable to such items. Tenant shall pay any sales, use, occupancy, value added (if the value added is not in lieu of said auditTaxes as described in Section 3.2D) or similar tax hereafter levied or imposed in connection with the Fixed or Additional Rent payable by Tenant. (D) The term Taxes shall mean (i) the total amount of Taxes payable with respect to the Building and the Building Parcel and all improvements thereon, including the Parking Garage, plus (ii) one-quarter (1/4) of the total amount of Taxes payable with respect to or attributable to the Auxiliary Areas. Taxes shall include all real estate taxes, assessments, water and sewer rents and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, foreseeable and unforeseeable, including any and all fees or expenses incurred in connection with the institution, prosecution, conduct and maintenance of negotiations, settlements, actions or proceedings with respect to the amount of any Taxes, and each and every installment thereof which shall or may during the Term of this Lease be levied, assessed, imposed, become due and payable or a lien upon or arise in connection with the use, occupancy or possession of or grow due or payable out of or for, the Building, the Parking Garage, the land constituting the Building Parcel or any part thereof or improvements thereon, and the Auxiliary Areas or any part thereof or improvements thereon, but excluding, however, any of the foregoing relating to any charge which is measured by the consumption by the actual user of the item or service for which the charge is made. A Tax ▇▇▇▇ or copy thereof submitted by Landlord to Tenant shall be conclusive evidence of the amount of Taxes or installments thereof. (E) Nothing herein contained shall be construed to include as part of the Taxes described in Section 3.2 D any inheritance, estate, succession, transfer, gift, franchise, corporation income or profit tax or capital levy that is or may be imposed upon Landlord provided, however, that if, at any time during the Term, the method of taxation prevailing at the time of the execution of this Lease shall be altered so that in lieu of or as a substitute for the whole or any part of the Taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (i) a tax on the rents received from real estate, or (ii) a license fee measured by the rents receivable by Landlord for the Building or the Parking Garage or any portion thereof or (iii) a tax or license fee imposed on Landlord which is otherwise measured by or based, in whole or in part, upon the Building or the Parking Garage or any portion thereof or (iv) any other tax or levy imposed in lieu of or as a supplement to Taxes which are in existence as of the date of the execution of this Lease, then the same shall be included in the determination of Tenant's Pro Rata Share of excess Taxes, computed as if the amount of such tax or fee so payable were that due if the Building, the Parking Garage, the Building Parcel and Auxiliary Areas were the only property of Landlord subject thereto. (F) In the event Landlord shall obtain a Tax refund as a result of tax reduction proceedings, then, after the final conclusion of all appeals or other remedies, Tenant shall, provided Tenant is not then in default, be entitled to its Pro Rata Share of the net refund obtained, based upon any amount paid by Tenant which is the subject of the refund. As used herein, the term "net refund" means the refund plus interest thereon, if any, paid by the Governmental Authority less appraisal, administrative, engineering, expert testimony, attorney, printing and filing fees and all other costs and expenses of the proceeding. Tenant shall not have the right to institute or participate in any such proceedings, it being understood that the commencement, maintenance, settlement, or conduct thereof shall be in the sale discretion of Landlord.

Additional Rent. Commencing on the Commencement Date9.01. If Operating Costs, as defined in Sections 9.03, for each calendar year of the Term (prorated Premises for any calendar year falling partially within during the Termterm of this Lease shall exceed Base Operating Costs, as defined in Section 9.01(a), Tenant Subtenant shall pay to Landlord Sublandlord as additional rent Landlord’s Insurance (Rent an amount equal to Tenant's Proportionate Share, as defined below) and Real Property Taxes in Section 9.02, of such excess a. For each calendar year during the term after the Base Year, Subtenant shall pay Subtenant’s Proportionate Share of the increase in Operating Costs for such calendar year over those incurred during the Base Year (collectively known as the “Additional RentBase Operating Costs”). Prior The Base Year shall be the calendar year 2019. b. Commencing as of the second year of the Sublease Term through the remainder of the term and any extensions thereof, Subtenant shall pay to Sublandlord each month at the same time and in the same manner as monthly base rent one twelfth (1/12th) of Sublandlord’s estimated Operating Costs payable by Subtenant for the then-current calendar year over and above said costs with respect to the Commencement Date Base Year. Such monthly amount may be adjusted by Sublandlord at any time on the basis of Sublandlord’s experience and at least reasonably anticipated costs. Within one hundred twenty (120) days after the close of each calendar year, or as soon after such 120-day period as practicable, Sublandlord shall deliver to Subtenant a statement in reasonable detail of the actual amount of Operating Costs payable by Subtenant in accordance with this Article 9 for such calendar year. Sublandlord shall provide Subtenant with such additional information and substantiating documentation upon the request of Subtenant. The statement for the calendar year 2020 shall contain the calculation of the Operating Costs for the Base Year. Sublandlord’s failure to provide such statement to Subtenant within the 120-day period shall not act as a waiver and shall not excuse Subtenant or Sublandlord from making the adjustments to reflect actual costs as provided herein. If on the basis of such statement Subtenant owes an amount that is less than the estimated payments for such calendar year previously made by Subtenant, Sublandlord shall credit such excess to Subtenant against future additional rent due under this Article 9 or refund such excess if no future additional rent is due within thirty (30) days prior to of such determination. If on the beginning basis of each such statement Subtenant owes an amount that is more than the estimated payments for such calendar year thereafterpreviously made by Subtenant, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant Subtenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant Sublandlord within thirty (30) daysdays after delivery of the statement. If The obligations of Sublandlord and Subtenant under this Section 9.01(b) with respect to the variance reconciliation between the estimated and actual amounts of Operating Costs payable by Subtenant for the last year of the term shall survive the termination of the Sublease for a period of twelve months. When the final determination is less than five percent (5%)made of the actual amount of Operating Costs payable by Subtenant for the year in which this Sublease terminates, Tenant Subtenant shall pay any increase due over the cost estimated payments within thirty (30) days of said auditsuch determination and, conversely, any overpayment made by Subtenant shall be reimbursed to Subtenant by Sublandlord within thirty (30) days of such determination. 9.02. Subtenant's Proportionate Share" is a fraction, the numerator of which is the number of rentable square feet of the Premises as is set forth in the introductory section of this Sublease and the denominator of which is the number of rentable square feet of area in the Building. Landlord represents that the rentable square footage of the Building on the date hereof is 453,189. Subtenant's Proportionate Share may be adjusted from time to time if the area of the Premises or Building changes due to an increase or decrease in the rentable square footage. Subtenant's initial proportionate share is 12.596%.

Additional Rent. Commencing on In addition to the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term)Base Rent, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (hereinafter referred to as defined below) and Real Property Taxes (collectively known as “"Additional Rent”). Prior ") Tenant's Proportionate Share (hereinafter defined) of the Operating Expenses (hereinafter defined) of the Building and the Property which are attributable to the Commencement Date and at least Lease Term. Additional Rent shall be paid to Landlord in accordance with the following provisions: A. Landlord shall furnish to Tenant prior to thirty (30) days prior to after the beginning of each calendar year thereafteryear, including the first calendar year, Landlord's estimate of Operating Expenses for the upcoming year. The Operating Expenses shall be determined as though the Building were occupied at the actual occupancy rate or at an occupancy rate of ninety-five (95%) percent, whichever is higher. Tenant shall pay to Landlord, on the first day of each month starting with the Commencement Date, as Additional Rent, an amount equal to one-twelfth (1/12th) of Tenant's Proportionate Share of Landlord's estimate of the Operating Expenses for the then applicable calendar year. If there shall be any increase or decrease in the Operating Expenses for any year, whether during or after such year, Landlord shall furnish to Tenant a written statement setting forth revised estimate and the following: Operating Expenses shall be adjusted and paid or refunded, as the case may be. For purposes of determining Tenant's Proportionate Share of Operating Expenses, annual increases in Operating Expenses (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, excluding increases in real estate taxes and insurance premiums shall not exceed five percent (b) a calculation of one-twelfth (1/125%) of Landlord's estimate the Operating Expenses (excluding real estate taxes and insurance premiums) for the preceding calendar year. If a calendar year ends after the expiration or termination of ▇▇▇▇▇▇'s this Lease, the Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month payable hereunder shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For to correspond to that portion of the calendar year occurring within the Term of this Lease. B. Within 120 days after the end of each calendar year of the Term in which Tenant is responsible for paying Additional Rentyear, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after a statement showing a summary of the end of such actual Operating Expenses incurred for the preceding calendar year, . Tenant shall either receive a statement refund (“Landlord’s Statement”in the manner set out below) in reasonable detail, including supportive documentation, setting forth (a) or be assessed an additional sum based upon the amount of difference between Tenant's Proportionate Share of the actual responsibility for Operating Expenses (limited as provided in subsection A immediately above) and the Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the by Tenant on account of said year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the Any additional sum of Tenant's Monthly Estimated Rent payments, owed by Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement paid within ninety thirty (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (9030) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and assessment. Any refund owed by Landlord to Tenant shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment credited toward the next Base Rent and/or Monthly Estimated Rent month's rental payment falling or, if such refund is due or pay after the Expiration Date, such overpayment amount shall be refunded directly to Tenant within thirty (30) daysdays of the date such refund becomes due. If the variance is less than five percent (5%)Each statement of Operating Expenses given by Landlord shall be conclusive and binding upon Tenant unless, within 30 days after Tenant's receipt thereof, Tenant shall pay notify Landlord that it disputes the cost accuracy of said auditstatement and describe in reasonable detail what Operating Expenses are being disputed. Failure of Landlord to submit the written statement referred to herein shall not waive any rights of Landlord or Tenant nor excuse Tenant's obligation to pay Tenant's Proportionate Share of the difference in actual Operating Expenses hereunder at the time said statement is actually delivered to Tenant nor excuse Landlord from giving any refund due, as the case may be.

Additional Rent. Commencing on Tenant will pay Landlord as additional rent without deduction or offset all amounts that this Lease requires Tenant to pay (the Commencement Date"Additional Rent"), for which shall include, without limitation, all Taxes pursuant to section 5 hereof, all insurance to be carried by Landlord pursuant to section 6.1 hereof, and all maintenance and repairs to the Building and Premises. On the first day of each calendar year month during the term of the Term (prorated for any calendar year falling partially within the Term)this Lease, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) Rent 1/12 of Landlord's estimate the total amount of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord for the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term Lease Year in which Tenant that month is responsible for paying Additional Rentincluded. Within 60 days following the end of each Lease Year, Landlord shall furnish to determine the actual amount of the Additional Rent for such Lease Year and notify Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar yearamount. In the event the Additional Rent paid by Tenant for such Lease Year exceeded the actual Additional Rent owed by Tenant, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) Landlord shall reimburse such excess amount to Tenant. In the event the Additional Rent paid by Tenant for such Lease Year was less than the amount of Tenant's actual responsibility Additional Rent owed for Additional Rentsuch Lease Year, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If Tenant shall immediately pay the amount of Tenant's actual responsibility for such deficiency to Landlord. At any time during the Term Landlord shall have the right to adjust the monthly amount of Additional Rent exceeds to equal Landlord's then estimate of actual amounts that will be payable by Tenant. Landlord will have the sum same remedies for a default in the payment of Tenant's Monthly Estimated Additional Rent paymentsas it has for a default in the payment of Minimum Rent. Minimum Rent and Additional Rent are referred to herein together as "Rent". It is mutually understood between Tenant and Landlord that the additional rent fluctuates from year to year, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds depending on the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent taxes and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receiptinsurance. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect further represents that there has been no special assessments charged to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit Tenants of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on premises during the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditlast 5 years.

Additional Rent. Commencing As used herein, the term “Additional Rent” means all sums other than Base Rent payable by Tenant to Landlord under this Lease, including, without limitation, Tenant’s Operating Expense Payment, late charges, overtime or excess service charges, damages, interest and other costs related to Tenant’s failure to perform any of its obligations under this Lease. Tenant shall have a base year (“Base Year”) of 2017. With respect to each calendar year (or portion thereof) after the Base Year, Tenant shall pay, as Additional Rent for each such year, Tenant’s pro rata share of Operating Expenses incurred with respect to such year as and when specified below based upon the Project being 95% occupied and fully assessed for real estate taxes (“Tenant’s Operating Expense Payment”). With respect to each such year after the Base Year, it is understood and agreed that Tenant shall initially pay to Landlord an estimate of Tenant’s Operating Expense Payment in the manner set forth below. Said estimate shall be adjusted, as necessary, based on the Commencement Date, for preceding year’s Operating Expenses. In the first quarter of each calendar year of the Term of this Lease (prorated for any calendar year falling partially within the Termor as soon thereafter as is practicable), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth determine the following: (a) total Operating Expenses for the preceding calendar year, on the basis of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent’s actual Operating Expenses for the preceding year, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s calculate Tenant’s pro rata share thereof and apply the estimated payments previously made by Tenant for such period. If the actual Operating Expenses for the preceding year exceed the estimated amounts, Landlord shall invoice Tenant for such excess, which shall be considered Additional Rent due hereunder. Tenant’s pro rata share means the percentage determined by dividing the then-current rentable square footage of the Premises (“Monthly Estimated Rent”the numerator) by the rentable square footage of the Building (16,974) (the denominator), and expressing the resulting fraction as a percentage. For example, the estimated Operating Expenses for calendar year 2018 would be based on the Landlord’s actual Operating Expenses for 2017 (January-December). Tenant The estimated Tenant’s Operating Expense Payment for each year shall pay be payable to Landlord the Monthly Estimated Rent beginning in twelve equal monthly installments, due and payable on the Commencement Date and on or before the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day yeareach month. For each calendar year the purposes of this Lease, the term “Operating Expenses” shall mean all expenses and disbursements of every kind which Landlord incurs, pays or becomes obligated to pay in connection with the ownership, operation and maintenance of the Term in which Tenant is responsible for paying Additional RentProject, Landlord shall furnish to Tenant by written noticeincluding, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has but not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such periodlimited to, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.following:

Additional Rent. Commencing on the Commencement DateA. Tenant shall pay to Landlord, as Additional Rent, for each calendar year of or fractional year during the Term an amount (prorated "Tenant's Operating Costs Payment") of money equal to Tenant's Pro Rata Share of Operating Costs, as hereinafter defined, for any such year, such amount to be calculated and paid as follows: (1) On the first day of January of each year during the Term, or as soon thereafter as is practicable, Landlord shall furnish Tenant with a statement ("Landlord's Operating Costs Estimate") setting forth Landlord's reasonable estimate of Operating Costs for the forth-coming year. On the first day of each calendar month during such year falling partially within the Term), Tenant shall pay to Landlord one-twelfth of Tenant's Operating Costs Payment as additional rent estimated on Landlord’s Insurance 's Operating Costs Estimate. If for any reason Landlord has not provided Tenant with Landlord's Operating Costs Estimate on the first day of January of any year during the Term, then, (as defined belowi) and Real Property Taxes (collectively known as “Additional Rent”). Prior until the first day of the calendar month following the month in which Tenant is given Landlord's Operating Costs Estimate, Tenant shall continue to pay to Landlord on the Commencement Date and at least thirty (30) days prior to the beginning first day of each calendar year thereaftermonth the monthly sum, if any, payable by Tenant under this Article 3(A)(1) for the month of December of the preceding year, and (ii) promptly after Landlord's Operating Costs Estimate is furnished to Tenant or together therewith, Landlord shall furnish give notice to Tenant a written statement setting forth stating whether the following: (a) installments of Tenant's Operating Costs Payments previously made for such year were greater or less than the installments of Tenant's Operating Costs Payments to be made for such year in accordance with Landlord's estimate of ▇▇▇▇▇▇'s Additional RentOperating Costs Estimate, and (bA) if there shall be a calculation of one-twelfth deficiency, Tenant shall pay the amount thereof to Landlord within seven (1/127) days after the giving of Landlord's estimate Operating Costs Estimate, or (B) if there shall have been an overpayment, Landlord shall apply such overpayment as a credit against the next accruing installment(s) of ▇▇▇▇▇▇'s Additional Rent due from Tenant under this Article 3(A)(1) until fully credited to Tenant, and (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning C) on the Commencement Date first day of the first calendar month following the month in which Tenant is given Landlord's Operating Costs Estimate and on the first day of every successive each calendar month thereafter during the TermTerm throughout the remainder of such year, Tenant shall pay to Landlord an amount equal to one-twelfth (1/12th) of Tenant's Operating Costs Payment. Monthly Estimated Rent for a period The foregoing notwithstanding, Landlord shall have the right from time to time during any year to notify Tenant in writing of less than one month any change in Landlord's Operating Costs Estimate, in which event such Tenant's Operating Costs Payment, as previously estimated, shall be prorated adjusted to reflect the amount shown in such notice and shall be effective, and due from Tenant, on a daily basis based the first day of each month during the year for which given following Landlord's giving of such notice. (2) On or before the first day of March of each year during the Term (beginning on a three hundred sixty-five (365) the first day year. For each calendar year of March of the Term year following the year in which Tenant the Effective Date occurs), or as soon thereafter as is responsible for paying Additional Rentpracticable, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty a statement of the actual Operating Costs for the preceding year. Within thirty (6030) days after the end Landlord's delivery of such calendar yearstatement, Tenant shall make a statement (“lump sum payment to Landlord in the amount, if any, by which Tenants' Operating Costs Payment for such preceding year as shown on such Landlord’s Statement”) in reasonable detail's statement, including supportive documentation, setting forth (a) exceeds the amount aggregate of the monthly installments of Tenant's actual responsibility for Additional RentOperating Costs Payments paid during such preceding year. If Tenant's Operating Costs Payment, and (b) as shown on such Landlord's statement, is less than the sum aggregate of the monthly installments of Tenant's Monthly Estimated Operating Costs Payment actually paid by Tenant during such preceding year, then Landlord shall apply such amount to the next accruing installment(s) of Additional Rent payments made during the year. due from Tenant hereunder until fully credited to Tenant. (3) If the amount applicable commencement date occurs on a date other than the first day of January, or if the Expiration Date is on a date other than the last day of December, the actual Operating Costs for the year in which the applicable commencement date or the Expiration Date occurs, as the case may be, shall be prorated so that Tenant shall pay that portion of Tenant's actual responsibility Pro Rata Share of Operating Costs for Additional Rent exceeds such year represented by a fraction, the sum numerator of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement which shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement the number of days during such fractional year falling within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each yearthe Term, and such records the denominator of which is 365 (or 366, in the case of a leap year). The provisions of this Article 3(A)(3) shall survive the Expiration Date or any sooner termination provided for in this Lease. B. For purposes of this Lease, the term "Operating Costs" shall mean any and all expenses, costs and disbursements of every kind which Landlord pays, incurs or becomes obligated to pay in connection with the operation, management, repair and maintenance of all portions of the Property. All Operating Costs shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect determined according to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and which shall be final and binding on consistently applied. Operating Costs include, but are not limited to, the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.following:

Additional Rent. Commencing on Tenant shall reimburse to Landlord monthly, throughout the Commencement DateTerm of the Lease and any extension of this Lease, for the following items, which shall be deemed “Additional Rent” hereunder: Landlord Maintenance Expenses, Real Estate Taxes/Assessments, any utilities not paid directly by Tenant (to the extent not included in Landlord Maintenance Expenses), and any Miscellaneous Charges or Reimbursements, each calendar year as defined below. Additional Rent shall be prorated for any partial month during the Term. Landlord may estimate the annual amount of the Term (prorated Landlord Maintenance Expenses and Real Estate Taxes/Assessments as a basis for reimbursement for any calendar year falling partially and invoice in monthly installments. During the Term of Lease and/or any extension of this Lease, Landlord, within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance one hundred twenty (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30120) days prior to the beginning of each calendar year thereafterend, Landlord shall furnish will provide to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, actual Landlord Maintenance Expenses and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the yearReal Estate Taxes/Assessments. If the amount Tenant has underpaid its share of Tenant's actual responsibility for Additional Rent exceeds the sum any of Tenant's Monthly Estimated Rent paymentsthese expenses, Tenant shall pay the deficiency to reimburse Landlord as invoiced within forty-five ten (4510) business days after ▇▇▇▇▇▇'s receipt of such statementinvoice. If the sum Tenant has overpaid its share of Tenant's Monthly Estimated Rent payments during the year exceeds the amount any of Tenant's actual responsibility for Additional Rentthese expenses, Landlord shall pay will credit such amount against the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety most current monthly invoice (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment amount to Tenant within thirty (30) daysdays of the expiration of the Term. If Upon prior written notice to Landlord, Tenant shall have the variance is less opportunity to audit the actual Landlord Maintenance Expenses and Real Estate Taxes/Assessments statement for a period of ninety (90) days after receipt of said statement. Tenant waives its right to audit the actual Landlord Maintenance Expenses and Real Estate Taxes/Assessments if Tenant fails to exercise such right during said ninety (90) day period. Unless the audit reveals that Tenant has been overcharged by an amount greater than or equal to five percent (5%)) of the total annual charge, Tenant shall pay all costs related to its audit. If the overcharge to Tenant is or exceeds five percent (5%) of the annual charge, then Landlord shall pay the cost of said the audit, up to a maximum amount of $1,500.00. Landlord shall credit Tenant’s account with the amount of the discrepancy; provided, however, during the last year of the Term, such excess shall be refunded to Tenant within thirty (30) days after the expiration of the Term. Landlord, at its election, may invoice for reimbursement(s) of any utility usage not paid directly by Tenant, provided such amount is not included in Landlord Maintenance Expenses. Additional Rent is currently estimated to be $4.43 per square foot for calendar year 2017.

Additional Rent. (a) Commencing on the Commencement Date, in addition to the Base Rent for each calendar year of (or portion thereof) during the Term (prorated for any calendar year falling partially within the Term)of this Lease, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (the "Additional Rent") Tenant's Proportionate Share (as defined belowhereinafter defined) and Real Property Taxes of the Operating Expenses (collectively known as “Additional Rent”)hereinafter defined) for that year. Prior to Landlord shall use commercially reasonable efforts to, on or before December 1 of each calendar year during the Commencement Date and at least thirty (30) days prior to Term of this Lease but in no event later than the beginning of each such calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentyear, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on or before the Commencement Date and for the initial calendar year, deliver to Tenant Landlord's good faith estimate (the "Estimated Additional Rent") of the Additional Rent for that year. The Estimated Additional Rent shall be paid in equal installments in advance on the first day of every successive each calendar month thereafter during the Termmonth. Monthly If Landlord does not deliver an estimate to Tenant for any year by January 1 of that year, Tenant shall continue to pay Estimated Additional Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day the prior year's estimate. For each calendar year Landlord may revise its estimate of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such but not more than once per calendar year, a statement (“Landlord’s Statement”) particularly as it relates to charges for electricity used by Tenant, for that year or any portion thereof on either actual or reasonably anticipated increases in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional RentOperating Expenses, and (b) the sum monthly installments of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent appropriately adjusted for each calendar the remainder of that year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement or any portion thereof in accordance with the delivery requirements revised estimate so that by the end of the year, the total payments of Estimated Additional Rent paid by Tenant shall equal the amount of the revised estimate. Notwithstanding the foregoing, future increases in Section 12.2 Operating Expenses above the actual amounts for the prior calendar year, excluding real property taxes, assessments (if applicable), insurance and utilities shall be resolved by limited to the parties through consultation in good faith within sixty lesser of (60i) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of actual increase or (ii) five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditper year on a cumulative basis.

Additional Rent. Commencing on the Commencement Date, for Tenant shall pay to Landlord, as Additional Rent, Tenant’s Proportionate Share of the “Operating Expenses” pursuant to the terms set forth herein. (a) Prior to the Commencement Date, and thereafter within one hundred twenty (120) days (or as soon thereafter as possible) following the end of each calendar year included in whole or in part in the Lease Term, Landlord shall deliver to Tenant Landlord’s good faith estimate of the Term (prorated Operating Expenses for any calendar the current year falling partially within of the Lease Term). Following receipt of Landlord’s estimate, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive each calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying thereafter, as Additional Rent, Landlord shall furnish an amount equal to Tenant by written notice1/12th of Tenant’s Proportionate Share applicable thereto of the amount shown in Landlord’s estimate. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), delivered in accordance with Article 22 and within sixty 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. (60b) Within one hundred twenty (120) days after the end of such each calendar yearyear or portion thereof included in the Lease Term, Landlord shall deliver to Tenant a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility Operating Expenses for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the immediately preceding calendar year. If the total estimated amount paid for Operating Expenses by Tenant for such preceding calendar year or portion thereof during the Term exceeds the actual amount due therefor as shown on Landlord’s statement, the excess shall be credited against the monthly installment of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five next due (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment refunded to Tenant within thirty (30) daysdays if the Lease Term has expired). If the variance total estimated amount paid by Tenant for any preceding year or portion thereof during the Lease Term is less than five percent (5%)the actual amount due therefor as shown on Landlord’s statement, then Tenant shall pay the cost difference to Landlord within thirty (3 0) days after receipt of said such statement from Landlord. Tenant’s and Landlord’s rights and obligations under this Section 3.2 with respect to the last calendar year, or portion thereof, included in the Lease Term shall survive the expiration or sooner termination of this Lease. For purposes of calculating Tenant’s Proportionate Share of Operating Expenses, a year shall mean a calendar year except the first year, which shall begin on the Commencement Date, and the last year, which shall end on the expiration of this Lease. From time to time Landlord may reasonably re-estimate the Operating Expenses to be due by Tenant and deliver a copy of the re-estimate to Tenant. Thereafter, the monthly installments of Operating Expenses shall be appropriately adjusted in accordance with the new estimations so that, by the end of the calendar year in question, Tenant shall have paid all of the Operating Expenses for such calendar year as reasonably estimated by Landlord. (c) Provided that Tenant shall have first paid all amounts due and payable by Tenant pursuant to this Section 3.2, within ninety (90) days after receiving Landlord’s statement of actual Operating Expenses for a particular calendar year, Tenant shall have the right to provide Landlord with written notice (the “Review Notice”) of its intent to audit Landlord’s books and records relating to the Operating Expenses for such calendar year. Within ten (10) business days after receipt of a timely Review Notice, Landlord shall make such books and records available to Tenant or Tenant’s agent for its audit at either Landlord’s office or at the Property, provided that if Tenant retains an agent to audit Landlord’s books and records for any calendar year, such agent must be a certified public accountant licensed to do business in the state in which the Property is located and must not be compensated on a contingent fee basis. Tenant shall be solely responsible for any and all costs, expenses and fees incurred by Tenant or Tenant’s agent in connection with such audit. If Tenant elects to audit Landlord’s books and records, within thirty (30) days after such books and records are made available to Tenant, Tenant shall have the right to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses for such calendar year. If Tenant fails to give Landlord written notice of objection within such ninety (90) day period or fails to provide Landlord with a Review Notice within the thirty (30) day period provided above, Tenant shall be deemed to have approved Landlord’s statement of Operating Expenses in all respects and shall thereafter be barred from raising any claims with respect thereto. Upon Landlord’s receipt of a timely objection notice from Tenant, Landlord and Tenant shall work together in good faith to resolve the discrepancy between Landlord’s statement and Tenant’s CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated amount (per each rentable square foot in the Premises) (“Additional Rent”) by which the annual Operating Costs (defined below) per rentable square foot in the Project for each year of the Term exceed the annual Operating Costs per rentable square foot in the Project for calendar year 2019 (the “Base Year”). Landlord may make a good faith estimate of the Additional Rent beginning on the Commencement Date and on the first day of every successive to be due by Tenant for any calendar month thereafter year or part thereof during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For During each calendar year or partial calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end first (1st) anniversary of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsCommencement Date, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt Landlord, in advance concurrently with each monthly installment of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Base Rent, Landlord shall pay an amount equal to the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as estimated Additional Rent for each such calendar year for or part thereof divided by the number of months therein. From time to time (but no more frequently than twice in any calendar year), Landlord may estimate and re-estimate the Additional Rent to be due by Tenant and deliver a period copy of three (3) years following each yearthe estimate or re-estimate to Tenant. Thereafter, and such records the monthly installments of Additional Rent payable by Tenant shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement appropriately adjusted in accordance with the delivery requirements in Section 12.2 and shall be resolved estimations so that, by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit end of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%)calendar year in question, Tenant shall pay have paid all of the cost Additional Rent as estimated by Landlord. Any amounts paid based on such an estimate shall be subject to adjustment as herein provided when actual Operating Costs are available for each calendar year. Operating Costs for the Base Year, for the purpose of said auditcomparisons of the Base Year with subsequent years only, shall be calculated so as to not include market-wide labor-rate increases due to extraordinary circumstances, including boycotts and strikes; utility rate increases due to extraordinary circumstances, including conservation surcharges, boycotts, embargos or other shortages; or amortized costs relating to capital improvements.

Additional Rent. Commencing on In addition to the Commencement DateBase Rent to be paid in accordance with Section 3.1 above, for each calendar year during the Term of this Sublease, Subtenant, as “Additional Rent,” shall pay Tenant’s Share of Building Direct Expenses (as such terms are defined in the Master Lease) that are in excess of the Term (prorated for any calendar year falling partially within amount of Building Direct Expenses applicable to the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance Base Year (as defined below); provided, however, that in no event shall any decrease in Building Direct Expenses for any Expense Year (as defined in the Master Lease) and Real Property Taxes below Building Direct Expenses for the Base Year (collectively known as defined in this Sublease) entitle Subtenant to any decrease in Base Rent or any credit against sums due under this Sublease. For purposes of this Sublease, the “Additional Rent”). Prior to Base Year” shall be the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord 2010. Sublandlord shall furnish give Subtenant written notice of the estimated amount of Additional Rent per month payable pursuant to Tenant a written statement setting forth the following: (a) this Section 3.2 promptly following Sublandlord’s receipt from time to time of Landlord's ’s estimate of ▇▇▇▇▇▇'s Additional Rentsuch amounts payable under the Master Lease. Provided that Sublandlord has delivered to Subtenant written notice of such estimated monthly amount, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on or before the first day of every successive calendar each month thereafter during the Term, commencing on January 1, 2011, Subtenant shall pay to Sublandlord such estimated monthly amount as Additional Rent. Monthly Estimated Such estimated payments of Additional Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of reconciled from time to time with the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement amounts thereof due in accordance with the delivery requirements terms and procedures specified in Section 12.2 and the Master Lease. Any statements of estimated or actual amounts of Additional Rent given by Sublandlord to Subtenant hereunder shall be resolved accompanied by copies of any relevant supporting documentation that Sublandlord received from Landlord with respect thereto, and Sublandlord shall also provide Subtenant with a copy of Landlord’s statement of the parties through consultation Building Direct Expenses for the Base Year (as defined in good faith this Sublease) within sixty ten (6010) days of written notice of disputed chargeafter Sublandlord receives such statement. However, if Additional Rent for any partial month during the dispute cannot Term shall be resolved within such periodprorated by multiplying the monthly Additional Rent by a fraction, the parties shall request an audit numerator of which is the number of days of the disputed matter from an independent, certified public accountant selected by both Landlord partial calendar month included in the Term and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there denominator of which is a variance the total number of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay days in the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditfull calendar month.

Additional Rent. Commencing In addition to Yearly Rent, Tenant covenants and agrees to pay to Lessor for that portion of calendar year 2001, commencing on the Commencement DateJanuary l, 2002, and for each calendar year thereafter during the Lease term, a sum equal to the amount by which Taxes and Operating Expenses per rentable square foot of the Term building (prorated Taxes and Operating Expenses divided by 662,845) for any such calendar year falling partially within exceed the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance actual Taxes and Operating Expenses per square foot for calendar year 2001 (as defined belowBase Cost) and Real Property Taxes multiplied by the rentable square feet of the premises (collectively known as “"Additional Rent”"). Prior to the Commencement Date January l, 2002, and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month January l thereafter during the TermLease term, Lessor shall notify Tenant in writing of the estimated Additional Rent to be paid by Tenant during the forthcoming calendar year. Monthly Estimated Notwithstanding the foregoing, Lessor shall use its best efforts to inform Tenant of the estimated Additional Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each the subsequent calendar year before December l5, of each year during the lease term. Unless the area of the Term in which Tenant premises changes during such calendar year or this Lease expires or is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after terminated before the end of such calendar year, Tenant shall pay the estimated Additional Rent for such calendar year in twelve (l2) equal monthly installments on the first day of January and the first day of each month thereafter during the calendar year. Additional Rent for any fraction of a statement calendar year falling within the Lease term shall be prorated on the basis of the number of days of the Lease term within the calendar year compared to 365. Monthly installments of Additional Rent for any such fraction of a calendar year shall be determined as if the entire calendar year were included in the Lease Term, but shall be paid only on the first day of the months within the Lease term, subject to proration for fractional months. After the end of each calendar year, any part of which is included in the Lease term, beginning with calendar year 2001, Lessor shall notify Tenant in writing of Lessor's determination of the actual Additional Rent payable by Tenant during such completed calendar year. Within sixty (“Landlord’s Statement”60) in reasonable detaildays after Lessor's notice to Tenant, including supportive documentation, setting forth (a) if the amount of Tenant's estimated Additional Rent paid by Tenant is less than the actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statementLessor. If the sum estimated Additional Rent is in excess of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and applied to any rent due or next coming due under this Lease. Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter entitled to any credit or payment from an independent, certified public accountant selected by both Landlord Lessor if Taxes and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is Operating Expenses are less than five percent (5%), Tenant shall pay the cost of said audit.Base Cost for any calendar year. Holding Over

Additional Rent. Commencing (a) Any amount required to be paid by Tenant hereunder (in addition to Minimum Annual Rent) and any charges or expenses incurred by Landlord on behalf of Tenant under the terms of this Lease shall be considered “Additional Rent” payable in the same manner and upon the same terms and conditions as the Minimum Annual Rent reserved hereunder except as set forth herein to the contrary. Any failure on the Commencement Date, part of Tenant to pay such Additional Rent when and as the same shall become due shall entitle Landlord to the remedies available to it for each calendar year non-payment of Minimum Annual Rent. (b) In addition to the Term (prorated for any calendar year falling partially within the Term)Minimum Annual Rent, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of for each calendar year thereafterduring the Lease Term, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s as Additional Rent, Tenant’s Proportionate Share of all costs and expenses incurred by Landlord during the Lease Term for Operating Expenses (bas hereinafter defined) a calculation for the Building and the common areas associated therewith. (c) In addition to the Minimum Annual Rent and Tenant’s share of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Operating Expenses, Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each yearduring the Lease Term, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for as Additional Rent must be raised (i) any increase in insurance premiums and deductibles (payable by Tenant within ninety Landlord) over the base amount paid in the -3- Base Year; and (90ii) days the amount by which all Real Estate Taxes (as herein defined) for each tax year exceeds all Real Estate Taxes for the Base Year. (d) For purposes of receipt this Lease, “Operating Expenses” shall mean all of Landlord’s Statement expenses for operation, repair, and maintenance to keep the Building and the common areas associated therewith in accordance with good order, condition and repair (including all additional direct costs and expenses of operation and maintenance of the delivery requirements Building which Landlord reasonably determines it would have paid or incurred during such year if the Building had been fully occupied), including, but not limited to, management or administrative fees (which shall not exceed 3.5% of the Minimum Annual Rent due under this Lease); utilities; insurance deductibles: stormwater discharge fees; license, permit, inspection and other fees; fees and assessments imposed by any covenants or owners’ association; security services; and maintenance, repair and replacement of the driveways, parking areas (including snow removal), exterior lighting, landscaped areas, walkways, curbs, drainage strips, sewer lines, exterior walls, foundation, structural frame, roof and gutters. The cost of any Operating Expenses that are capital in Section 12.2 and nature shall be resolved amortized over the useful life of such improvement (as reasonably determined by Landlord), and only the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision amortized portion shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditincluded in Operating Expenses.

Additional Rent. Commencing on A. Tenant shall pay to Landlord in addition to Base Rent during the Commencement Date, for each calendar year Lease term additional rent ("Additional Rent") equal to the sum of the Term following: 1. Tenant's Share of all Real Property Taxes relating to the Property as set forth in Paragraph 11, unless Tenant shall pay the Real Property taxes directly to the charging authority; 2. Tenant's Share of all Operating Expenses relating to the Buildings and the Property as set forth in Paragraph 7, except to the extent Tenant maintains and repairs the Buildings as provided herein; 3. All other charges, costs and expenses which Tenant is required to pay hereunder and all damages, costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease, including attorney's fees and court costs; and B. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of Base Rent. Tenant's Share of all expenses to be paid by it with respect to the Buildings and Tenant's Share of all expenses to be paid by it with respect to the Property are separately set forth in the Lease Summary. Except as provided below, Additional Rent due hereunder shall be paid to Landlord within thirty (prorated for any calendar year falling partially within the Term)30) days of written notice by Landlord. At Landlord's option, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to monthly, in advance, on the Commencement Date and at least thirty (30) days prior to the beginning first day of each calendar year thereaftermonth Tenant's Share of an amount estimated by Landlord to be Landlord's approximately monthly expenditure for such items included in Additional Rent (the "Estimated Monthly Expense"). Actual expenses incurred by Landlord shall be reconciled against the Estimated Monthly Expense by Landlord, at its option, or at the end of each calendar quarter or year. Within one hundred twenty (120) days following each calendar quarter or year, as the case may be, Landlord shall furnish to Tenant a written statement setting forth of the following: (a) actual expenses incurred by Landlord for such period. If Tenant's total payments of the Estimated Monthly Expense for such period are less than the amount of actual expenses incurred by Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day amount of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five such deficiency within thirty (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6030) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's total payments of the Estimated Monthly Estimated Rent payments during the year exceeds the amount of Tenant's Expense exceed actual responsibility expenses incurred by Landlord for Additional Rentsuch period, Landlord shall pay apply the excess to Tenant at amount against the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments next payment of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as or Additional Rent for each calendar year for a period of three (3) years following each yeardue hereunder or any other sums then due under this Lease, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office's sole discretion. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must The Estimated Monthly Expense may be raised adjusted by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within upon thirty (30) days' written notice to Tenant. If The respective obligations of Landlord and Tenant under this paragraph shall survive the variance is less expiration or earlier termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than five percent (5%)the last day of a calendar year, Tenant the actual Additional Rent incurred for 100 the calendar year in which the Lease term expires or otherwise terminates shall pay be determined and settled on the cost basis of said auditthe statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365.