Common use of Additional Rent Clause in Contracts

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except In addition to paying the Basic Rent, Tenant shall pay “Tenant’s Percentage” of the annual “Direct Expenses” (as otherwise specifically provided those terms are defined in Section 7.1 Sections 6.1.3 and 6.1.4 of this Lease, respectively) which are in excess of the amount of Direct Expenses applicable to the “Base Year” (as that term is defined in Section 1.16 above); provided, however, that in no event shall any decrease in Direct Expenses for any “Expense Year” (as that term is defined in Section 6.1.5 below) below Direct Expenses for the Base Year entitle Tenant to any decrease in Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable or any credit against sums due under this Lease for each year of the Term of this Lease Lease. Such payments by Tenant, together with Parking Fees and that all other charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible considered “Additional Rent” for any property management fees or earthquake insurance premiums paid by Landlord during the Term purposes of this Lease. Except The term “Rent” as otherwise provided used in Section 7.1 or 14.9 of this Lease, all payments of Lease means Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges all other amounts payable by Tenant pursuant to this Lease. When no other than Basic Rentspecific time is stated herein for payment, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent payment of any amount due from Tenant to Landlord hereunder shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid made within ten (10) business days after Tenant’s receipt of Landlord’s invoice or statement therefor. All Rent shall be paid to Landlord, without prior demand and without any deduction or offset except as expressly specified herein, in lawful money of the later United States of (a) invoice America or by ACH electronic transfer, at the address designated in Section 1.2 hereof, or to such other person or at such other place as Landlord may from Landlord or (b) time to time designate in writing. Without limitation on other obligations of Tenant which survive the Commencement Date. Basic Rent and expiration of the Term, the obligations of Tenant to pay the Additional Rent are sometimes collectively referred to as "Rent" or "rentshall survive the expiration of the Term."

Additional Rent. Except Notwithstanding the provisions of the Original Lease, this Amended and Restated Lease Agreement is structured as otherwise specifically provided in Section 7.1 of this a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSOR, as Additional Rent under the Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlordfollowing amounts based on LESSEE’S allocable percentage (which is 8.3441%, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord payment of Additional Rent attributable to the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Term Extended Term). “Operating Expenses” shall not include the following: the costs of this Lease. Except LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as otherwise provided in Section 7.1 to which LESSOR is required to carry insurance hereunder), or 14.9 by the exercise of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any the right of setoff eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or deduction whatsoever. All charges payable by Tenant any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than Basic Rentthose incurred which are of benefit to or protect the rights of other tenants in the Building, however denoted, are called "Additional Rentgenerally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this LeaseTenant shall promptly pay all taxes, the Basic Rent shall be net to Landlord so that this Lease shall yieldassessments, net to Landlordimpositions, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxeslevies, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costsexcises, fees, chargeslicenses and other sums (collectively, expenses"Impositions") levied, reimbursements and obligations of every kind and nature whatsoever relating assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease against or which relate with respect to the performance Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord taxes during the last calendar years in which any portion of the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month falls shall be prorated on per diem so that Tenant is liable only for so much of such taxes as the basis portion of the number of days Term which falls within such calendar month and paid year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the later Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (ai) invoice from Landlord criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (biii) defeasance of its interest the Commencement DateLeased Premises. Basic Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent and shall constitute Additional Rent are sometimes collectively referred (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as "a failure by Tenant to pay Base Rent" . Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or "rentother documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Lease."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall be net All other sums Tenant must pay to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year are, in the aggregate, the "Additional Rent," which will be due and payable as provided throughout this Lease. Tenant will pay promptly when due and payable, one hundred percent (100%) of the Term of this Lease Operating Expenses and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use Taxes of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) Property which may arise or become due during the Term or by reason of events occurring are applicable at any time during the Term of this Lease or as Additional Rent. All such Operating Expenses and Taxes shall be pro-rated for the partial month in which relate the Commencement Date and Termination Date occur, if applicable. For purposes hereof, "Operating Expenses" will mean (i) all utilities consumed by Tenant at the Property, including without limitation, those for sewer, water, heat, gas, oil, electricity, power and air conditioning (to the performance by Tenant extent present at the Property); (ii) Tenant’s maintenance and repair of the Building and improvements at the Property, including but not limited to all regular and seasonal Property landscape and maintenance costs, snow plowing, parking lot maintenance and similar Property maintenance repair costs; (iii) the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged insurance of the Property carried by Tenant, at Tenant's sole cost ; (iv) ADT or similar security/alarm system service for the Building; (v) sprinkler monitoring service for the Building; and expense(vi) private garbage removal service. Notwithstanding anything Tenant shall pay all Operating Expenses directly to the contraryentity providing or charging for the same, and with respect to those incurred by Landlord pursuant to the terms hereof, directly to Landlord. Landlord represents and agrees that no party other than the Tenant shall not be responsible have rights to or use of the Property or any of the utility or other systems thereon, thus resulting in all Operating Expenses being incurred for the sole benefit of the Tenant. For purposes hereof, "Taxes" will mean all real property taxes, assessments, sewer and water use charges imposed upon the Property by the City of Yonkers and County of Westchester. Excluded from the definition of Taxes are income, inheritance, succession, estate, gift, franchise or transfer taxes, and any property management fees and all special assessments attributable to the initial improvements of the Property (i.e. any special assessments for utility lines or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid sidewalks associated with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis initial improvement of the number of days within such calendar month and paid within Property by Landlord). Landlord shall deliver all Tax bills directly to Tenant no later than ten (10) days after receipt thereof by Landlord, or Tenant may have Tax bills sent directly to Tenant for payment and Tenant shall pay the same directly to the assessing authority. If Landlord shall fail to deliver such Tax bills to Tenant as and when required, Landlord shall pay all penalties and other costs resulting from the late payment thereof by Tenant. ▇▇▇▇▇▇ agrees that it shall pay such Tax bills timely given to Tenant on or before the due date therefor. Notwithstanding the above, ▇▇▇▇▇▇ shall have the right to contest Taxes imposed pursuant to the terms hereof, and to not pay such Taxes or to only pay a portion thereof during the pendency of such challenge, provided Tenant pays any costs, interest and/or penalties imposed by the later of (a) invoice from taxing authority and indemnifies Landlord against any loss, cost or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentexpenses incurred by Landlord in connection therewith."

Additional Rent. Except as otherwise specifically provided In addition to the Base Rent reserved by Section 4.01, and notwithstanding that the payment of Base Rent does not commence until the Rent Commencement Date, commencing on the Lease Commencement Date and continuing throughout the Lease Term, Tenant shall pay: (i) in respect of the Premises and the Building Common Area, (a) Tenant’s Building Share of Operating Expenses; (b) Tenant’s Building Share of Insurance Expenses; (c) Tenant’s Building Share of Real Property Taxes; and (d) a management fee (the “Management Fee”), payable on a monthly basis, in advance, at the same time and in the same manner applicable to monthly installments of Base Rent, in an amount equal to three percent (3%) of the then applicable monthly installment of Base Rent (for purposes of computing the Management Fee pursuant to this Section 7.1 of this Lease4.01, the Basic Base Rent due for each of the first eight (8) months of the Lease Term shall be net deemed to Landlord so that this Lease shall yieldbe $180,657.00 per month); and (ii) with respect to the Project Common Area, net to Landlord(a) Tenant’s Project Share of Operating Expenses, (b) Tenant’s Project Share of Insurance Expenses, and (c) Tenant’s Project Share of Real Property Taxes. As used herein, the Basic Rent payable under this Lease for each year term “Tenant’s Share” shall mean Tenant’s Building Share or Tenant’s Project Share (as defined below), as applicable. All of the Term foregoing payments of Operating Expenses, Insurance Expenses, Real Property Taxes, and the Management Fee, together with any and all other amounts (other than Base Rent), whether or not contemplated, payable by Tenant pursuant to the terms of this Lease are referred to herein, collectively, as “Additional Rent,” and that all charges payable by Base Rent and Additional Rent are referred to herein, collectively, as “Rent.” Notwithstanding anything to the contrary herein, Landlord may elect, at its sole and absolute discretion, instead of charging Tenant under this Lease for the Tenant’s Share of certain Operating Expenses, Insurance Expenses and or Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all to charge to Tenant as Additional Rent one hundred percent (100%) of such expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and extent such expenses are incurred solely in connection with Tenant’s occupancy or use of the Premises, and/or including, without limitation, the Expansion Land (defined below) (whether cost of separately metered utilities servicing the Premises or not Tenant has exercised the Expansion Land Option) which may arise taxes or become due during the Term special assessments related solely to Tenant’s occupancy or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis use of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentPremises."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this LeaseIn addition to the Base Rent, Sublessor is obligated under the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Prime Lease for each year additional payments and reimbursement to the Prime Landlord in respect of Common Area Maintenance, utility, insurance, real estate taxes and other expenses together with an independent obligation to maintain the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expensesSubleased Premises, all expenses relating to compliance with laws, as more specifically set for in the Prime Lease attached as Exhibit B. Any and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether such sums as may be or not Tenant has exercised the Expansion Land Option) which may arise or shall become due during the Term or by reason of events occurring during the Term of this Lease or which relate Sublease are the responsibility of Sublessee and shall be deemed Additional Rent (together with the Base Rent, “Rent”) due hereunder. All payments due under this Sublease shall be considered “rent” for all purposes. Pursuant to the performance by Tenant terms of all the termsPrime Lease, covenantsPrime Landlord is required to reconcile the actual expenses for the Premises as compared to the estimated payments made throughout the preceding calendar year. Following Sublessor’s receipt of such reconciliation from Prime Landlord, conditions Sublessor shall promptly forward a copy of such reconciliation to Sublessee, and agreements to be performed, paid or observed by Tenant hereunder there shall be paid or discharged by Tenant, at Tenant's sole cost an adjustment between Sublessor and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible Sublessee for any property management fees over or earthquake insurance premiums paid by Landlord during the Term under payment of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and such Additional Rent shall be payable without previous demand therefor and without any right of setoff items for the preceding calendar year, with payment to Sublessor or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with credit to Sublessee against the next installment of Basic Additional Rent falling due. Rent for any partial month shall be prorated on (or refund following the basis expiration of the number of days Sublease term), as the case may require, within such calendar month and paid within ten thirty (1030) days after Sublessor’s delivery of such reconciliation to Sublessee. A summary of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to is annexed hereto as "Rent" or "rent."Exhibit C.

Additional Rent. Except In addition to paying the Base Rent specified in Article 3 above, Tenant shall pay as otherwise specifically additional rent the sum of the following: (i) Tenant’s Share (as such term is defined below) of the annual Operating Expenses allocated to the Building (pursuant to Section 4.3.4 below); plus (ii) Tenant’s Share of the annual Tax Expenses allocated to the Building (pursuant to Section 4.3.4 below); plus (iii) Tenant’s Share of the annual Utilities Costs allocated to the Building (pursuant to Section 4.3.4 below). Landlord currently estimates that such amounts will be $1.74 per rentable square foot per month at the applicable Lease Commencement Date, which estimate shall include a real estate tax calculation based on land value, cold shell, warm shell, parking valet and an additional $175.00 per rental square foot allowance for tenant improvements as provided in Section 7.1 of the breakdown attached hereto as Exhibit K; provided, however, that such estimate shall not be binding on Landlord in any way whatsoever (nor affect Tenant’s obligations under this Lease) in the event that the actual amounts are in excess of such estimate. Such additional rent, the Basic Rent shall be net together with any and all other amounts payable by Tenant to Landlord so that this Lease shall yield, net pursuant to Landlord, the Basic Rent payable under this Lease for each year of the Term terms of this Lease (including, without limitation, pursuant to Article 6), shall be hereinafter collectively referred to as the “Additional Rent.” The Base Rent and that all charges payable by Tenant Additional Rent are herein collectively referred to as the “Rent.” All amounts due under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except Article 4 as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor for the same periods and without any right in the same manner, time and place as the Base Rent. Without limitation on other obligations of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rentwhich shall survive the expiration of the Lease Term, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all the obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall be paid with survive the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis expiration of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentLease Term."

Additional Rent. Except (a) With respect to the Subleased Premises, during the Term, Sublessee shall pay to Sublessor as otherwise specifically provided “Additional Rent” as follows: (i) Any items specified in Section 7.1 the Prime Lease to be additional rent and any other sums of this Leasemoney, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expensesadjustments, reimbursements and obligations of every kind and nature whatsoever relating increases, rent or additional rent payable by Sublessor to Landlord under the Prime Lease (including, without limitation, overtime charges for HVAC) attributable to the operation Subleased Premises or the use and use occupancy thereof by Sublessee, or to any alteration or Change (as such term is defined in the Prime Lease), made or to be made therein by or for Sublessee, provided, that, for the purposes of calculating the amount of Additional Rent payable by Sublessee to Sublessor in respect of Taxes, the “Tenant’s Proportionate Share” (as defined in the Prime Lease) shall be deemed to be 11.12% (subject to adjustment in event of any reduction in the size of the Building or the Subleased Premises as a result of a casualty or condemnation) of the Premises, and/or with all other terms having the Expansion Land same meanings ascribed to them in Article 5 of the Prime Lease, except that the “Base Tax Year” (as defined belowin the Prime Lease) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term for purposes of this Lease or which relate Sublease shall mean the calendar year 2007 (i.e. one-half of the amount of Taxes in respect of the 2006/2007 Tax Year plus one-half of the amount of Taxes in respect of the 2007/2008 Tax Year). Except as modified by this Sublease, with respect to the performance by Tenant of all Subleased Premises, the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder Additional Rent for Taxes shall be paid or discharged by Tenant, at Tenant's sole cost and expensecalculated in accordance with the terms of the Prime Lease. Notwithstanding anything to the contrarycontrary contained in the Prime Lease, Tenant Sublessee shall not be responsible have no obligation to pay to Sublessor any Operating Expense Payment (as defined in the Prime Lease). (ii) Additional Rent due for any property management fees or earthquake insurance premiums paid electricity payable by Sublessor to Landlord during with respect to the Term Subleased Premises pursuant to the terms of this Section 16 of the Prime Lease, which electricity is currently measured by an existing submeter. Except With respect to the existing submeter, which measures the electricity consumption in the Subleased Premises and the balance of the 17th floor on which the Subleased Premises is located, Sublessee shall pay for Sublessee’s “Usage” (as otherwise provided defined in Section 7.1 or 14.9 16.02(a) of this the Prime Lease), all payments of Basic Rent and Additional Rent which shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis equal to Sublessee’s proportionate share of the number of days within electricity consumption measured by such calendar month and paid submeter. Sublessee shall have the right, upon written notice given to Sublessor within ten (10) days after Sublessor gives Sublessee an invoice, to contest Sublessee’s Usage shown on such invoice, provided that Sublessee shall pay to Sublessor the amount due as shown on such invoice in accordance with Article 16 of the later Prime Lease. If Sublessee shall so contest an invoice for electricity, then Sublessor shall, at Sublessee’s cost and expense, cause the electricity consumption measured by such existing submeter to be surveyed by an independent electrical consultant designated by Sublessor to determine whether the cost billed to Sublessee for Sublessee’s Usage equitable reflects Sublessee’s hours of operation and the quantity of electrical equipment in the Subleased Premises. In the event such survey determines that Sublessee’s actual electricity consumption for the period shown on Sublessor’s invoice was at least ten percent (a10%) less than Sublessee’s Usage shown on Sublessor’s invoice, then Sublessor shall credit such difference against the next invoice to Sublessee for electricity and Sublessor shall thereafter use commercially reasonable efforts to monitor the consumption of electricity by all subtenants measured by such existing submeter. If Sublessee or the other 17th floor subtenant(s) shall consume unreasonable amounts of electricity for more than a de minimis period of time, Sublessor shall use good faith efforts to implement a mutually agreeable process to monitor and assess the consumption of electricity by Sublessee and the other 17th floor subtenant(s). If a submeter(s) shall be installed that shall measure only the electricity consumption in the Subleased Premises, (x) Sublessee’s Usage shall be equal to 100% of the electricity consumption shown on such submeter(s), (y) Sublessee shall have no further right to contest an invoice for electricity from Landlord or Sublessor and Sublessee shall pay Sublessor for such Usage in accordance with Article 16 of the Prime Lease and (z) Sublessee shall, during the Term of this Sublease, pay for all costs and expenses to maintain and repair such submeter(s). (b) Sublessee shall pay to Sublessor the Commencement DateAdditional Rent at the time and in the manner Sublessor is required to pay the same to Landlord, as set forth in the Prime Lease. Basic Except as expressly provided herein, all other additional rent, charges, fees or other amounts payable under this Sublease or the Prime Lease by Sublessee shall be payable within fifteen (15) days of written demand therefor. (c) The initial demand for Additional Rent payable pursuant to this Section 4 and any subsequent demand for increases in Additional Rent shall be accompanied by copies of any invoices, bills or other documentation evidencing such Additional Rent which Sublessor shall have received from Landlord in connection therewith. Notwithstanding the foregoing, any failure by Sublessor to make a demand under the provisions of this Sublease, shall not in any way be a waiver, or cause Sublessor to forfeit or surrender its rights to collect, any Fixed Rent or Additional Rent that may have become due pursuant to the terms of this Sublease. (d) Sublessor shall credit Sublessee, its proportionate share of any refunds received by Sublessor from Landlord under the Prime Lease on account of any overpayment of Additional Rent for which Sublessee has paid Sublessor under this Sublease; provided, however, that Sublessor shall be entitled to deduct from the aggregate of the amount of such refund Sublessee’s proportionate share of any and all costs and expenses, including, without limitation, reasonable attorneys’ fees, consultants fees and disbursements, incurred by Sublessor in connection with the obtaining of any such refunds. Sublessee shall pay to Sublessor, as Additional Rent, within ten (10) days after demand therefor, Sublessee’s proportionate share of any amounts (plus interest, if any) due Landlord under the Prime Lease on account of any underpayment of Additional Rent payable under this Sublease, including, without limitation, Additional Rent payable hereunder on account of Taxes due under Article 5 of the Prime Lease. (e) All amounts payable by Sublessee to Sublessor pursuant to this Sublease, including, without limitation, Fixed Rent and Additional Rent are sometimes collectively referred Rent, shall be deemed to as "Rent" be and shall constitute rent for all purposes hereunder and, in the event of any non-payment thereof, Sublessor shall have all of the rights and remedies provided herein, at law or "in equity for non-payment of rent. The obligation of Sublessee to pay all amounts to Sublessor hereunder shall survive the Expiration Date or the earlier termination of this Sublease."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. 5.01 All charges payable by Tenant Lessee other than Basic Rent, however denoted, Base Monthly Rent are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next monthly installment of Basic Rent falling dueBase Monthly Rent. Rent for any partial month shall be prorated on As used herein, the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic term "Rent" means Base Monthly Rent and Additional Rent Rent, and the phrase "Lessee's Proportionate Share" means 70% (which reflects Lessee's portion of the gross leasable area of the Project). 5.02 Lessee shall pay, as Additional Rent, all excise, privilege, sales, rental or transaction privilege taxes levied or assessed by any governmental authority against, on account of, allocable to or measured by any or all amounts payable hereunder by Lessee or the receipt thereof by Lessor (except state or federal income taxes levied or assessed against Lessor). 5.03 Operating Costs" are sometimes collectively referred all costs and expenses incurred by Lessor during the term of this Lease in connection with owning, operating, maintaining, managing, repairing and insuring the Project including, but not limited to, the following: all management fees; the cost of all supplies, materials, labor, equipment, and utilities (including but not limited to, water, electricity, gas, lighting, sewer, and waste disposal) used in or related to the operation, maintenance and repair of the Common Areas; all amounts payable to any owners' association under any covenants, conditions or restrictions applicable to the Project; all real estate tax consulting fees; all fees for licenses or permits related to the ownership or operation of the Project; all premiums and costs of liability, casualty, property and other insurance related to the Project; all costs of patching, overlaying, sealing and restriping roadways, driveways and parking areas; all costs of preventative maintenance of all building roofs and 70% annually of the replacement cost of the building roof; maintenance and repair costs related to building exteriors including painting; amortization (along with reasonable financing charges) of capital improvements made to the Common Areas which may be required by any government authority or which will improve the operating efficiency of the Project. Except as specified above, Operating Costs shall not include costs relating to structural repairs, or the maintenance or repair of any interior space other than the Premises. Operating Costs will not include depreciation of the Premises nor any overhead, or general and administrative charges of Lessor or its employees. 5.04 Lessee's total "Additional Rent" costs for this project are currently estimated to be $100 for Management Fees, $1,100 for Property Taxes, and $192.40 for Property Dues. These amounts may be adjusted up or "rentdown depending on the actual incurred expenses as outlined in section 5.02 & 5.03." 5.05 Lessee is responsible for interior janitorial cleaning and utilities for their suite.

Additional Rent. Except as otherwise specifically provided in Section 7.1 In addition to the Base Rent under Paragraph 4 above, any and all charges, expenses or other sums Subtenant is required to pay under the terms of this LeaseSublease, including, without limitation, any additional rent required under the Basic Rent Master Lease shall be net to Landlord so that this Lease shall yielddeemed additional rent (“Additional Rent,” and together with Base Rent, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease “Subtenant’s Rent”) and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid by Subtenant. Sublandlord shall have the same rights and remedies with respect to payment of Additional Rent as Sublandlord shall have with respect to the Base Rent. Subtenant shall remain responsible for Subtenant’s Rent and any other charges, expenses or discharged other sums which first arise, accrue or are invoiced at any time during or after the expiration of the Sublease Term, whether by TenantSublandlord or Master Landlord, at Tenant's sole cost and expenseto the extent they arise or accrue with respect to any period during the Sublease Term from any liabilities or obligations of Subtenant under the provisions of this Sublease (including any obligations under the Master Lease which are incorporated herein as liabilities or obligations of Subtenant). Notwithstanding anything to the contrarycontrary set forth in this Sublease, Tenant Subtenant shall not be responsible required to pay any Additional Rent, or to perform any obligation that is (i) allocable to any period of time prior to the Sublease Commencement Date or following the expiration or sooner termination of the Sublease (for any property management fees or earthquake insurance premiums paid reason other than Subtenant’s default), (ii) allocable to any portion of the Master Premises other than the Sublease Premises, (iii) payable as a result of a default by Landlord during Sublandlord of any of its obligations under the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Master Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis as a result of the number gross negligence or willful misconduct of days within such calendar month and paid within ten (10) days Sublandlord or any of the later of (a) invoice from Landlord its agents, employees or contractors, or (biv) are incurred for the Commencement Date. Basic Rent sole and Additional Rent are sometimes collectively referred to as "Rent" or "rentexclusive benefit of Sublandlord."

Additional Rent. Except All monies other than Base Rent required to be paid by Sublessor under the Master Lease as otherwise specifically provided to the Subleased Premises, including, without limitation, any amounts payable by Sublessor to Master Lessor as “Direct Expenses” (as defined in Section 7.1 4.2.2 of this the Master Lease) and costs of utilities under Section 6.1 of the Master Lease, as incorporated herein, with respect to the Basic Rent Subleased Premises shall be net paid by Sublessee hereunder as and when such amounts are due under the Master Lease, as incorporated herein. All such amounts shall be deemed additional rent (“Additional Rent”). Base Rent and Additional Rent hereinafter collectively shall be referred to Landlord so that this Lease shall yieldas “Rent”. Sublessee and Sublessor agree, net to Landlord, the Basic Rent payable under this Lease for each year as a material part of the Term of consideration given by Sublessee to Sublessor for this Lease and Sublease, that Sublessee shall pay all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements taxes, insurance, maintenance and obligations other charges of every kind and nature whatsoever relating arising in connection with this Sublease, the Master Lease as to the operation and use of the Subleased Premises, and/or or the Expansion Land (defined below) (whether or not Tenant has exercised Subleased Premises, such that Sublessor shall receive, as a net consideration for this Sublease, the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expenseBase Rent payable under Paragraph 4.A hereof. Notwithstanding anything in this Sublease to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor not include, and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent Sublessee shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of have no obligation to pay for: (a) invoice from Landlord or any charges that apply solely to the 100 Premises/100 Building (e.g., real estate taxes on leasehold improvements therein), (b) late fees or penalties assessed against Sublessor as a result of Sublessor’s acts or omissions, (c) charges incurred as a result of excess or additional services specifically requested by Sublessor for the Commencement Date. Basic Rent 100 Premises/100 Building or for or including the Subleased Premises without Sublessee’s consent or as a result of Sublessee’s actions (including after hours utilities), and Additional Rent are sometimes collectively referred to (d) the cost of utilities and services consumed by Sublessor in the 100 Premises in excess of the reasonable and normal use of a comparable office user in the Project (such as "Rent" for labs or "rentserver rooms in the 100 Premises/100 Building), in which event Sublessor shall reasonably apportion the utilities portion of the Direct Expenses payable by Sublessee."

Additional Rent. Except All monies other than Base Rent required to be paid by Sublessor under the Master Lease as otherwise specifically provided to the Subleased Premises, including, without limitation, any amounts payable by Sublessor to Master Lessor as “Operating Expenses”, “Tax Expenses” and “Utilities Costs” (as defined in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year 4.2 of the Term of this Lease and that all charges payable by Tenant under this Lease for Property TaxesMaster Lease), insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid by Sublessee hereunder as and when such amounts are due under the Master Lease, as incorporated herein. Sublessee shall also pay to Sublessor any gross receipts or discharged rent tax payable with respect to this Sublease and all costs directly incurred by Tenantor at the request of Sublessee, at Tenant's sole cost and expenseSublessor’s reasonable expenses reasonably allocable to the Subleased Premises, in maintaining the systems serving the Premises and the Subleased Premises in common and providing utility service to the Premises and Subleased Premises in common to the extent not included in Operating Expenses (excluding any capital improvements or expenditures except to the extent amortized over their useful lives as reasonably determined by Sublessor). All such amounts shall be deemed additional rent (“Additional Rent”). Base Rent and Additional Rent hereinafter collectively shall be referred to as “Rent”. Notwithstanding anything to the contrarycontrary in the Sublease, Tenant (i) Sublessee shall not be responsible for required to pay any property management fees Rent or earthquake insurance premiums paid perform any obligation that is required as a result of a default by Landlord during Sublessor of any of its obligations under the Term Master Lease (except to the extent such default was due to the negligence, willful misconduct or violation of this Lease. Except as otherwise provided Sublease by Sublessee) or the misuse, negligence or willful misconduct of or by Sublessor or its agents, contractors or invitees or the violation of law by Sublessor, in Section 7.1 each case not caused by Sublessee, and (ii) Sublessee shall not be required to pay any cost to construct the Tenant Improvements (or 14.9 of this Leaseany other improvements constructed by or for Sublessor), all payments of Basic the Additional Allowance or the Amortization Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff under the Master Lease or deduction whatsoever. All charges payable Hazardous Materials brought onto the Premises, Building or Project by Tenant other than Basic Rent, however denoted, are called "Additional RentSublessor." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except (a) Tenant shall pay and discharge, as additional rent (collectively, "ADDITIONAL RENT"): (i) except as otherwise specifically provided herein, all costs and expenses of Tenant and all reasonable costs and expenses of Landlord which are incurred in Section 7.1 connection or associated with (A) the ownership, use, management, occupancy, possession, operation, condition, design, construction, maintenance, alteration, repair, replacement or restoration of any of the Leased Premises; provided, however, in no event shall Tenant be responsible to pay installments of principal and interest payable under the Note, (B) the performance of any of Tenant's obligations under this Lease, (C) any Condemnation proceedings (provided, however, that Tenant is reimbursed for all of its costs and expenses out of the Basic Rent shall be net to Landlord so Condemnation proceeds), (D) the adjustment, settlement or compromise of any insurance claims involving or arising from any of the Leased Premises (provided, however, that this Lease shall yieldTenant is reimbursed for all of its costs and expenses out of the insurance proceeds), net to Landlord(E) obtaining, at the request of Tenant, the Basic Rent payable under this Lease for each year approval or consent of the Term of this Lease a Lender, and that all charges payable (F) any other items specifically required to be paid by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating Lease; (ii) interest at the rate (the "DEFAULT RATE") equal to the operation and use greater of (A) two percent (2%) over the PremisesPrime Rate per annum, and/or or (B) the Expansion Land default rate of interest provided for in any unpaid Note then in existence, on the following sums until paid in full: (defined below1) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments overdue installments of Basic Rent and from the respective due dates thereof as to any such installment that has not been made within five (5) days of its due date, (2) all overdue amounts of Additional Rent relating to obligations which Landlord shall be payable without previous demand therefor have paid or performed on behalf of Tenant, from the date of payment thereof by Landlord, and without any right (3) all other overdue amounts of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Additional Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with from the next date when any such amount becomes overdue; and (iii) a late charge equal to five percent (5%) of any overdue installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and which has not been paid within ten five (105) days of the later of (a) invoice from Landlord or its due date. (b) the Commencement Date. Basic Rent Tenant shall pay and discharge (i) any Additional Rent are sometimes collectively referred to as "in Paragraph 7(a)(i) when the same shall become due and payable; provided, however, that amounts which are billed to Landlord or any third party, but not to Tenant, shall be paid within fifteen (15) days after Landlord's demand for payment thereof, and (ii) any other Additional Rent" , within fifteen (15) days after Landlord's demand for payment thereof. (c) In no event shall amounts payable under Paragraph 7(a)(ii) or "rent(iii) exceed the maximum amount permitted by applicable Law."

Additional Rent. Except Landlord shall, within one hundred twenty (120) days after the end of each Operating Period (or as otherwise specifically provided 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 such statement within such time period shall not be a waiver of Landlord’s right to collect any Additional Rent. If such statement shows that the actual amount Tenant owes for such Operating Period is more than the estimated Additional Rent paid by Tenant for such Operating Period, Tenant shall pay the difference within thirty (30) days after Tenant’s receipt of the Expense Statement. If the Expense Statement shows that Tenant paid more in Section 7.1 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 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 this Lease, the Basic Operating Expenses, Taxes and Additional Rent set forth in the Expense Statement shall be net to Landlord so binding upon Tenant. Provided, however, that this Lease shall yield, net to Landlord, in the Basic Rent payable under this Lease for each year of event that the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxesexpires, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating or is terminated pursuant to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 terms of this Lease, all payments on a date other than December 31, then, at the option of Basic Landlord, Landlord may, either prior to the date on which the Term expires, or within thirty (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 and that will be due from Tenant for such Operating Period, which estimated Additional Rent shall be payable without previous demand therefor prorated to reflect the portion of such Operating Period that is contained within the Term of the Lease (the “Final Expense Estimate”). In the event that Landlord elects to deliver a Final Expense Estimate to Tenant, then (i) Tenant shall pay the prorated Additional Rent reflected in such statement within thirty (30) days after Tenant’s receipt of such estimate; (ii) the estimated amount of the Additional Rent for the final Operating Period shall be binding upon Landlord and without Tenant; and (iii) Landlord shall not thereafter seek from Tenant any right additional payment of setoff or deduction whatsoever. All charges payable Additional Rent if the actual Operating Expenses and Taxes for such Operating Period are greater than those reflected in the Final Expense Estimate, but Landlord shall refund to Tenant any excess funds paid by Tenant other to Landlord should the actual Operating Expenses and Taxes for such Operating Period be less than Basic Rentthose reflected in the Final Expense Estimate. In the event that Landlord elects not to provide Tenant with a Final Expense Estimate, however denotedthen 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, are called "Additional Rent." Unless this Lease provides otherwiseas provided above, all and the Additional Rent shown in such Expense Statement shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days due from Tenant to Landlord within such calendar month and paid within ten thirty (1030) days after Tenant’s receipt of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentsuch statement."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year A. As part of the Term consideration for the execution of this Lease Agreement, and in addition to the Base Rent specified above, Tenant covenants and agrees to pay, for each calendar year during the Term, as additional rent (the “Additional Rent”), Tenant’s pro rata share of the Operating Expenses (as hereinafter defined) for that year. Tenant’s pro rata share shall be a fraction, the numerator of which is the Net Rentable Area in the Leased Premises and the denominator of which is the Net Rentable Area in the Building. B. All Operating Expenses shall be determined in accordance with generally accepted accounting principles, consistently applied and shall be computed on the accrual basis. The term “Operating Expenses” as used herein shall mean all charges payable by Tenant under this Lease for Property Taxesexpenses, costs and disbursements in connection with the ownership, operation, management, maintenance and repair of the Building, the Land, related pedestrian walkways, landscaping, fountains, roadways and parking facilities (including the Garage [as defined on Exhibit C]), and such additional facilities to service any of the foregoing in subsequent years as may be necessary or desirable in Landlord’s reasonable discretion (the Building, the Land and said additional facilities being hereinafter sometimes referred to as the “Complex”), including but not limited to the following: (1) Wages and salaries of all employees engaged in the operation, security, cleaning and maintenance of the Complex, including customary taxes, insurance premiumsand benefits relating thereto, utility chargesallocated based upon the time such employees are engaged directly in providing such services, but not above the level of property manager. (2) All supplies, tools, equipment and materials used in operation and maintenance of the Complex. (3) Cost of all utilities for the Complex, including but not limited to the costs of water, electricity, gas, heating, lighting, air conditioning and ventilation; provided, however, in the event that Landlord elects to meter or sub-meter any or all of the aforementioned utilities in accordance with Section 7.E hereof, Operating Expenses shall not include the cost of such metered or sub-metered utilities provided to the Leased Premises or the leased premises of the other tenants in the Complex. (4) Cost of all janitorial service, maintenance and service agreements for the Complex and the equipment therein, including alarm service, security service, window cleaning, janitorial service, trash removal and elevator maintenance, repair and replacement expenses, . (5) Cost of all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever insurance relating to the Complex which Landlord may elect to obtain, including but not limited to casualty and liability insurance applicable to the Complex and Landlord’s personal property used in connection therewith; the amount of the commercially reasonable deductible paid by Landlord or deducted from any insurance proceeds paid to Landlord shall also constitute an Operating Expense. (6) Accounting costs and audit fees attributable to Landlord’s ownership of the Complex, including without limitation in connection with tax returns. All taxes and assessments and other governmental charges (whether federal, state, county or municipal and whether they be by taxing districts or authorities presently taxing the Leased Premises or by others subsequently created or otherwise) and any other taxes and improvement assessments attributable to the Complex, or its operation and or the revenues or rents received therefrom (whether directly or indirectly through the use of the Premisesa franchise, and/or the Expansion Land (defined below) (margin or other similar tax and whether or not such taxes allow for the deduction of expenses in calculating the base amount on which the tax is levied) but excluding, however, federal and state taxes on income (collectively, “Taxes”); provided, however, that if at any time during the Term, new taxes, assessments, levies, impositions or charges are imposed on the rents received from the Complex or the rents reserved herein or any part thereof (whether directly or indirectly through the use of a franchise, margin or other similar tax), or the present method of taxation or assessment shall be so changed that the whole or any part of the taxes, assessments, levies, impositions or charges now levied, assessed or imposed on real estate and the improvements thereof shall be discontinued and as a substitute therefor, or in lieu of an increase to the tax rate thereof, taxes, assessments, levies, impositions or charges shall be levied, assessed and/or imposed wholly or partially as a capital levy or otherwise on the rents received from the Complex or the rents reserved herein or any part thereof (whether directly or indirectly through the use of a franchise, margin or similar tax and whether or not such taxes allow for the deduction of expenses in calculating the base amount on which the tax is levied), then such substitute or additional taxes, assessments, levies, impositions or charges, to the extent so levied, assessed or imposed, shall be deemed to be included within Taxes to the extent that such substitute or additional tax would be payable if the Complex were the only property of the Landlord subject to such tax. It is agreed that Tenant has exercised will also be responsible for ad valorem taxes on its personal property and on the Expansion Land Optionvalue of leasehold improvements to the extent that the same exceed standard building allowance, provided, however, that such amount(s) is(are) expressly set out in the tax statements from the taxing authorities, or are reasonably determinable from tax statements that pertain specifically to the Leased Premises, even if no reference is made in such statements to “standard building allowance” or similar concepts. (7) Amortization of the cost of installation of capital investment items that have been (whether before or during the Term) or are hereafter installed for the purpose of reducing Operating Expenses or which may arise be required by any laws, ordinances, orders, rules, regulations and requirements which are amended, become effective or become due during are interpreted differently after the Term Commencement Date which impose any duty with respect to or by reason otherwise relate to the use, condition, occupancy, maintenance or alteration of events occurring during the Term of this Lease or Complex. All such costs which relate to the performance installation of such capital investment items shall be amortized over the reasonable life of the capital investment item, with the reasonable life and amortization schedule being determined in accordance with generally accepted accounting principles as reasonably determined by Landlord. (8) The property management fees incurred by Landlord, in no event to exceed four percent (4%) of the gross revenues (but expressly excluding parking revenues) received by Landlord on the Complex. (9) Cost of repairs and general maintenance (excluding repairs and general maintenance paid by proceeds of insurance or by Tenant or other third parties) for the Complex. (10) The reasonable rental value of the Building management office (which shall not exceed 3,000 square feet of Net Rentable Area). (11) All costs incurred by Landlord for the purpose of reducing Operating Expenses, including, without limitation, the cost of all tax protests (subject to the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. provisions set forth in Section 6.B(7) above. C. Notwithstanding anything contained in this Lease Agreement to the contrary, Tenant the following shall not be responsible included in or considered as Operating Expenses: (1) Except as set forth in Section 6.B(7) above, expenditures classified as capital expenditures, including without limitation, capital improvements, capital repairs, capital equipment and capital tools, under generally accepted accounting principles consistently applied, including rental payments with respect to capital items, or any non-cash charges such as depreciation or amortization. All costs incurred for the acquisition and renovation, construction and improving of the Complex and Garage, and readying same for occupancy and use, including without limitation tap fees or other one-time utility charges and initial installation of landscaping improvements, light fixtures and other items, even if the replacement thereof is permitted to be included in Operating Expenses shall be excluded from Operating Expenses. (2) Advertising, promotional expenses, leasing commissions, attorneys fees, costs and disbursements and other expenses incurred in connection with the leasing of the Complex or negotiations or disputes relating to leasing and lease interpretations with tenants or prospective tenants or other occupants of the Complex. Personnel costs of persons on-site and off-site to the extent same are engaged in leasing activities shall be excluded from Operating Expenses. Gifts, meals and entertainment expenses incurred with tenants, tenant prospects and brokers shall be excluded from Operating Expenses. (3) The cost of repairs or other work occasioned by any casualty which is covered by insurance or coverable by standard all risk property insurance available in Texas, or by the exercise of the right of eminent domain or otherwise reimbursed to Landlord from another source, net of deductibles carried by Landlord, and reasonable out-of-pocket cost of adjustment. (4) Landlord’s cost of HVAC, electricity, water, janitorial and other services or benefits sold or provided to tenants in the Complex and for which Landlord is entitled to be reimbursed by such tenants as a separate additional charge or rental over and above the base rent or additional rent payments payable under the lease agreement with such tenant. The cost of providing HVAC services to other tenants at times or in quantities in excess of that made available to Tenant without special charge under this Lease Agreement, and the cost of providing electricity, water, janitorial or other services to other tenants in quantities or at specifications in excess of that made available to Tenant without special charge under this Lease Agreement, shall be excluded from Operating Expenses regardless of whether Landlord offers such services to other tenants without special charge under the terms of such other tenants’ leases. (5) All costs (including permit, license and inspection fees), however paid, in demolishing, removing, completing, fixturing, furnishing, renovating, decorating or otherwise altering or improving space for tenants or other occupants of the Complex or for vacant space, or for any property management fees or earthquake insurance premiums paid office, including space planning, interior design and engineering work. (6) Except as set forth in Section 6.B(7) above, all costs incurred by Landlord during in connection with the Term design or construction of the Complex or any equipment therein and related facilities, the correction of defects in design, construction or in the discharge of Landlord’s obligations under Exhibit G attached to this LeaseLease Agreement. (7) Except as set forth in Section 6.B(7) above, all costs of removing, remediating, encapsulating and/or monitoring any hazardous waste, substance or material, including, without limitation, asbestos containing materials, but excluding automotive fuels discharged in driving and parking areas of the Complex. Notwithstanding Section 6.B(7) above, all operating and capital costs required by or incurred in connection with (i) the installation of any capital improvement required by any law, ordinance or regulation enacted before the Effective Date, including, without limitation, the Americans with Disabilities Act, the Texas Architectural Barriers Act, the Houston Life Safety Ordinance, but excluding any changes in interpretations, enforcement or ruling thereon after the Effective Date, (ii) the existence of chlorofluorocarbons (freon) in the Complex heating ventilation and air conditioning system or variable air volume system, or (iii) any future asbestos abatement of the Complex shall be excluded from Operating Expenses. (8) All costs, including without limitation fines, penalties and legal fees, incurred or imposed in connection with any legal violation by Landlord or the property manager or any breach or default by Landlord under any loan or mortgage instrument or any lease or license agreement. All costs, including without limitation interest, late charges, penalties and legal fees, incurred in connection with any late payment by Landlord. (9) Except as otherwise provided in Section 7.1 6.B(6) above, federal and state taxes on income and inheritance, estate and gift taxes of Landlord, the property manager and their respective affiliates, and all taxes imposed on or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated calculated on the basis of any mortgage encumbering the number Complex or Garage or in connection with any transfer of days within such calendar month and paid within ten ownership of the Complex or Garage or beneficial interests therein. (10) days Ad valorem taxes attributable to the leasehold improvements of Tenant and the other tenants of the later Complex in excess of Complex standard but only to the extent (a) invoice Landlord is reimbursed directly by such other tenants for any ad valorem taxes attributable to the above Building standard leasehold improvements of such other tenants or (b) a separate allocation is made by the applicable taxing authority. (11) All payments to any affiliate of Landlord for services in excess of the costs of arms-length, third-party providers for services of comparable quality and scope. (12) Compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or the property manager. (13) All costs incurred in connection with the operation, maintenance or repair of any antennae or satellite facilities, unless such services are being provided to all tenants of the Complex, including Tenant. (14) Except as otherwise provided in Section 6.B(6) above, other costs (including consulting fees and related disbursements) incurred in connection with Landlord’s ownership of the Complex to the extent not directly related to the operation, maintenance and repair thereof, including without limitation, costs of any disputes between Landlord and its employees or the property manager and costs of selling, syndicating, financing, mortgaging or hypothecating any of the Landlord’s interest in the Complex and/or common areas, costs of defending Landlord’s title or interest in and to said property. (15) All contributions to charitable organizations. (16) All contributions to reserves for Operating Expenses. (17) Except as otherwise provided in Section 6.B(6) above, any special assessments of taxes from any city, county, state or federal governmental agency, including, but not limited to, such items as parking income taxes. (18) Costs of repair or replacement for any item to the extent that Landlord is reimbursed for same pursuant to a warranty. (19) Costs which Landlord is reimbursed by its insurance carrier or by any tenant’s insurance carrier or by any other entity. (20) Any fines, costs, penalties or interest resulting from the negligence or willful misconduct of the Landlord or its agents, contractors or employees. (21) Any bad debt loss, rent loss or reserves for bad debt or rent loss. (22) All payments of principal, interest or other charges of any kind incurred in connection with any indebtedness secured by the Complex, and any payments under any ground lease or other underlying lease; provided that if Landlord makes payment of ad valorem taxes to its lender, rather than to taxing authorities, then payment to the lender shall not be included in Operating Expenses, but payments by the lender to taxing authorities shall be considered payments by Landlord, to be included in Operating Expenses to the extent otherwise provided for herein. (23) The cost of any additional casualty insurance premium for the Complex in excess of the standard rate payable by Landlord, which additional cost is attributable to: (a) the tenancy of a particular tenant or tenants in the Complex other than Tenant or (b) the Commencement Date. Basic Rent use of any part of the Complex by Landlord other than for purposes of providing general services to the Complex. (24) Accounting costs and audit fees attributable to Landlords ownership (as opposed to the operation) of the Complex, including in connection with Landlord’s income tax returns. D. If the Term of this Lease Agreement commences or terminates on other than the first day of a calendar year, Tenant’s Additional Rent are sometimes collectively referred to shall be prorated for such commencement or termination year, as "Rent" or "rent."the case may be, by multiplying each by a fraction, the numerator of which shall be the numb

Additional Rent. Except as otherwise specifically provided In addition to paying the Base Rent specified in Section 7.1 Article 3 of this Lease, Tenant shall pay as additional rent the Basic Rent shall be net sum of the following: (i) Tenant's Building Share (as such term is defined below) of the annual Building Operating Expenses which arc in excess of the amount of Building Operating Expenses applicable to the Expense Base Year, plus; (ii) Tenant's Project Share of the annual Project Operating Expenses which are in excess of the amount of Project Operating Expenses applicable to the Expense Base Year; plus (iii) Tenant's Project Share of the annual Tax Expenses which are in excess of the amount of Tax Expenses applicable to the Tax Expense Base Year, plus (iv) Tenant's Building Share of the annual Building Utilities Costs which are in excess of the amount of Building Utilities Costs applicable to the Utilities Base Year, plus (v) Tenant's Project Share of the annual Project Utilities Costs which are in excess of the amount of Project Utilities Costs applicable to the Utilities Base Year. Such additional rent, together with any and all other amounts payable by Tenant to Landlord so that this Lease shall yield, net pursuant to Landlord, the Basic Rent payable under this Lease for each year of the Term terms of this Lease (including, without limitation, pursuant to Article 6), shall be hereinafter collectively referred to as the "Additional Rent." The Base Rent and that all charges payable by Tenant Additional Rent are herein collectively referred to as the "Rent." All amounts due under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except Article 4 as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor for the same periods and without any right in the same manner, time and place as the We Rent. Without limitation on other obligations of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rentwhich shall survive the expiration of the Lease Term, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all the obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall be paid survive the expiration of the Lease Term. [***] Confidential portions of this document have been redacted and filed separately with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentCommission."

Additional Rent. Except 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 pursuant to the terms of this Lease shall be considered “Additional Rent” payable in the same manner and upon the same terms and conditions as otherwise specifically provided in Section 7.1 the Minimum Annual Rent reserved hereunder except as set forth herein to the contrary. Any failure on the 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 non-payment of Minimum Annual Rent. B. In addition to the Minimum Annual Rent, Tenant shall pay to Landlord for each calendar year during the Lease Term, as Additional Rent, Tenant’s Proportionate Share of all costs and expenses incurred by Landlord during the Lease Term for Real Estate Taxes (as hereinafter defined), Insurance Premiums (as hereinafter defined) and Operating Expenses (as hereinafter defined) for the Building and Common Areas within the Project. C. For purposes of this Lease, “Operating Expenses” shall mean all of Landlord’s reasonable expenses for operation, repair, replacement, and maintenance to keep the Basic Rent Building and Common Areas in good order, condition and repair pursuant to Section 7.02B hereof, together with an annual management or administrative fee in the amount of two percent (2%) of Landlord’s annual gross rental income from the Building. The Operating Expenses shall include, but not be net to Landlord so that this Lease shall yieldlimited to, net to Landlord, utilities serving the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property TaxesCommon Areas, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums deductibles actually paid by Landlord during the Term as a result of this Lease. Except a casualty claim, but in no event exceeding $25,000 per occurrence; stormwater discharge, license, permit, inspection and other fees, except as otherwise provided set forth below; fees and assessments imposed by any covenants or owners’ association in Section 7.1 or 14.9 effect as of the effective date hereof (without amendments that would unreasonably increase such fees and assessments); security services; and maintenance and repair of the driveways, parking areas (including snow removal), exterior lighting, landscaped areas, walkways, curbs, drainage strips, storm conveyance systems and sewer lines, exterior walls, roof repairs and gutters. The cost of any Operating Expenses which are of a capital nature shall be amortized over the useful life of such improvement (under generally accepted accounting principles), and only the annual amortized portion shall be included in Operating Expenses. For purposes of this Lease, any improvements performed by Landlord or expenditures made by Landlord in excess of $5,000.00 shall be deemed to be of a “capital” nature and the costs thereof shall be amortized as set forth above. Operating Expenses shall exclude expenses due to: (i) intentionally omitted; (ii) intentionally omitted; (iii) painting, redecorating or other work that Landlord performs for any other tenant or prospective tenant of the Building; (iv) repairs or other work (including rebuilding) occasioned by fire, windstorm or other casualty in excess of deductibles not to exceed $25,000 per occurrence or by condemnation; (v) any costs that are separately charged to and payable by tenants or for which Landlord is compensated by insurance proceeds or warranties; (vi) leasing commissions and expenses of procuring tenants, including lease concessions and lease take-over obligations; (vii) depreciation; (viii) interest on and amortization of debt; (ix) taxes of any nature, including Real Estate Taxes and assessments (payment of which is specifically addressed in Section 3.02B above) and interest and penalties for late payment of taxes; (x) rent payable under any lease to which this Lease is subject; (xi) supervisory personnel or property managers , whether on-site or off-site; (xii) costs and expenses of enforcing leases against tenants, including legal fees; (xiii) managing agents’ commissions, fees, or other similar compensation howsoever characterized other than as expressly provided herein; (xiv) all administration costs, including, without limitation, personnel, office expenses, and supplies, other than as expressly provided herein; (xv) expenses resulting from any violation by Landlord of the terms of any lease of space in the Building or of any ground or underlying lease or any mortgage; (xvi) the repair of any part of the Common Areas that was inadequately designed or defectively constructed; (xvii) intentionally omitted; (xviii) insurance (payment of which is specifically addressed in Section 3.02B above); (xix) payments of Basic Rent deductible amounts under insurance policies, except as specifically provided above; (xx) expenses for vacant or vacated space, including utility, security and Additional Rent shall be payable without previous demand therefor renovating costs for such space; (xxi) all costs and without expenses associated with any right environmental clean-up work of setoff Hazardous Materials existing on the Project prior to the Commencement Date of the Lease or deduction whatsoever. All charges payable by Tenant occurring thereafter as a result of the actions of Landlord, its agents, employees or contractors, or any third parties to the extent Landlord has recovered such costs from third parties (Landlord agrees to diligently pursue such recovery); (xxii) any costs and expenses associated with Landlord’s compliance with Legal Requirements pursuant to Section 7.04 hereof, except to the extent compliance is required because of amendments, changes, or modifications to the Legal Requirements which become effective after the date of this Lease (subject to being amortized as a capital item as set forth above); (xxiii) seasonal/holiday display items; (xxiv) Landlord’s profit, administrative and overhead costs (including, but not limited to: office space, equipment and utilities whether on-site or off-site; legal, accounting or administrative services; and Landlord’s personnel), other than Basic Rentexpressly provided herein, however denoted(xxv) stormwater discharge, are called "Additional Rent." Unless this Lease provides otherwiselicense, all Additional Rent shall be paid permit, inspection and other fees associated with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis initial construction of the number of days within such calendar month Building or the Common Areas; and paid within ten (10xxvi) days replacement costs for the foundation, exterior walls, structural frame and roof of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent Building, and Additional Rent are sometimes collectively referred to as "Rent" or "rentfor driveways and parking areas."

Additional Rent. Except In addition to the Base Rent as otherwise specifically provided set forth in Article 3 herein, Tenant shall pay Landlord “Additional Rent,” which term shall be defined to include, but not be limited to, the following: (a) All Operating Costs (as defined in Section 7.1 4.4) associated exclusively with Leased Premises; (b) Tenant’s Proportionate Share (as defined in Section 4.2) of this LeaseOperating Costs for the CSLSC, the Basic Rent shall be net Land and the Common Areas, and which are not exclusively associated with a specific building within the CSLSC; (c) any sum owed for separately metered utilities, if any, including, without limitation, electricity, gas and telephone and data services; (d) to Landlord so that this Lease shall yield, net to the extent paid by Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating coverage required to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating be maintained pursuant to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring Article 12 hereof during the Term of this Lease; and (e) any other sums owed by Tenant pursuant to the terms of this Lease or which relate otherwise arising in connection with Tenant’s occupancy of the Leased Premises. Any other operating costs or expenses related to Tenant’s use and occupancy of the performance Leased Premises that are paid directly by Tenant of all the terms, covenants, conditions shall not be included in Additional Rent and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant Landlord/Building Management shall not be responsible for any property management fees such services or earthquake insurance premiums paid by other obligations, of any kind whatsoever, related to these items. If Landlord during subdivides and legally partitions the Term parcel of this Lease. Except as otherwise provided in Section 7.1 Land associated with planned building B of the CSLSC, Tenant’s Proportionate Share of Operating Costs shall not include any taxes or 14.9 site maintenance for that subdivided and legally partitioned unimproved parcel of the Land until such time improvements commence for the development and construction of building B. For purposes of this Lease, all payments of Basic Base Rent and Additional Rent shall hereinafter be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "“Rent" or "rent."”

Additional Rent. Except as otherwise specifically provided Lessor and Lessee acknowledge that Lessor is obligated to pay additional rent under the Prime Lease for taxes, operating expenses, insurance, common area maintenance charges and other expenses incurred in Section 7.1 connection with the Property (hereinafter "Additional Rent"). Lessor and Lessee agree that Lessee shall pay all Additional Rent under the Prime Lease subject to reimbursement by Lessor for its proportionate share of this such Additional Rent. To the extent any Additional Rent is or becomes payable to Prime Lessor directly under the terms of the Prime Lease, Lessor and Lessee agree to pay such amounts directly to Prime Lessor. In the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for event any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and such Additional Rent shall be remain payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable directly by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) Lessor after the Commencement Date, Lessor shall be entitled to reimbursement by Lessee for Lessee's proportionate share of such sums. Basic Rent Lessor's proportionate share is calculated by dividing the rentable area of the First Floor Retained Premises and Additional Rent are sometimes collectively referred Second Floor Retained Premises (as applicable) by the rentable area of the premises leased by Lessor pursuant to as "Rent" the Prime Lease. In the event the rentable area of the First Floor Retained Premises or "rentSecond Floor Retained Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then Lessee's proportionate share shall be recalculated. Lessee's proportionate share is calculated by dividing the rentable area of the Premises and by the rentable area of the premises leased by Lessor pursuant to the Prime Lease."

Additional Rent. Except as otherwise specifically provided in Section 7.1 Tenant shall also pay (a) Tenant’s Proportionate Share of this Leaseall costs and expenses paid or incurred by Landlord with respect to the ownership, management, repair, replacement, restoration, maintenance and operation of the Property, including, without limitation, the Basic costs of Permitted Capital Expenditures (as hereinafter defined), and all insurance premiums for coverages carried by Landlord (the “Operating Expenses”); (b) Tenant’s Proportionate Share of all governmental taxes, assessments, fees and charges of every kind or nature due or assessed during the Term in connection with the ownership, leasing and operation of the Premises (“Taxes”); (c) any other amounts owed by Tenant hereunder; and (d) all sales tax imposed by any applicable governmental authority on Base Rent shall be net to Landlord so that this Lease shall yieldand any of the foregoing amounts (the sums described in (a) through (c), net collectively, “Additional Rent”) to Landlord, c/o Berger Commercial Realty Corp., ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Checks shall be made payable to Landlord. In the Basic event any monthly installment of Base Rent payable under this Lease for each year or Additional Rent, or both, is not paid within 5 days of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxesdate when due, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating a late charge in an amount equal to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use 5% of the Premisesthen delinquent installment of Base Rent and/or Additional Rent (the “Late Charge”; the Late Charge, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Base Rent and Additional Rent shall collectively be payable referred to as “Rent”) shall be imposed with respect to the then-delinquent Rent payment. Tenant shall pay the Rent promptly when due, without previous demand therefor notice or demand, and without any right of setoff abatement, deduction or deduction whatsoeversetoff. All charges payable by Tenant other than Basic shall pay, as Additional Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis its Proportionate Share (as stated in Section 1.10) of the number Operating Expenses and Taxes. Landlord shall have the right to reasonably estimate the Operating Expenses and Taxes for each calendar year during the Term (the “Operating Year”). Upon Landlord’s notice to Tenant of days within such calendar estimated amount, Tenant shall pay, on or before the first day of each month during that Operating Year, an amount equal to the estimate of Tenant’s Proportionate Share of Operating Expenses and paid within ten Taxes divided by 12 (10) days or the fractional portion of the later of (a) invoice from Operating Year remaining at the time Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."delivers its notice of

Additional Rent. Except Sublessee shall pay as otherwise specifically provided in Section 7.1 of additional rent (“Additional Rent”), within twenty (20) days after demand therefor, all sums or other charges required to be paid by Sublessee under this Sublease. During the Term, Sublessee shall pay to Sublessor all sums or other charges required to be paid by Sublessor, as tenant, to Master Lessor under the Master Lease, the Basic Rent shall be net to Landlord so that this Lease shall yieldincluding without limitation, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that (a) all charges payable by Tenant under this Lease for Real Property Taxes, insurance premiumspremiums and common area expenses required to be paid to Master Lessor thereunder (collectively, utility charges“Operating Expense Payments”, maintenance, repair and replacement expenses, all which shall include expenses relating to compliance with lawsthe Parking Areas and Outdoor Areas, as such terms are defined below), (b) all “Additional Rent” (as defined in the Master Lease) due from Sublessor, as tenant, to Master Lessor under Paragraphs 4.D.(a) and (b) of the Master Lease, and all other costs(c) the management fee charged by Master Lessor to Sublessor under the Master Lease, feesbut expressly excluding (i) any “Basic Rent” due from Sublessor, as tenant, to Master Lessor under the Master Lease, and (ii) any late charges, expensesdefault interest and other penalties due from Sublessor, reimbursements and as tenant, to Master Lessor under the Master Lease provided the same are not caused by the default or breach of any of Sublessee’s obligations of every kind and nature whatsoever relating contained in this Sublease. Sublessor shall not charge Subtenant a management fee with regard to the operation and use Building, other than the management fees charged by Master Lessor under the Master Lease. Notwithstanding the foregoing, Sublessee’s obligation to pay Operating Expense Payments for the Subleased Premises shall be tolled until the earlier of (x) such time as twenty-five (25) or more employees of Sublessee occupy any portion of the PremisesBuilding, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (by) the Commencement Date. Basic Moreover, Sublessee agrees to pay its proportionate share of any costs and expenses incurred by Sublessor for (A) any insurance obtained by Sublessor pursuant to Section 54 of the Master Lease, (B) repair or maintenance of the central courtyard, and (C) repair, maintenance, replacement or new construction of improvements in such central courtyard, within twenty (20) days after written demand therefor (which written demand shall contain documentation in reasonable detail evidencing the costs and expenses incurred by Sublessor); provided, however, that Sublessee shall have no obligation to reimburse Sublesssor for any (aa) replacement of an existing improvement in the central courtyard, or (bb) construction or installation of any new improvement in the central courtyard, if Sublessor had not first obtained Sublessee’s written approval thereof, which approval shall not be unreasonably withheld, conditioned or delayed by Sublessee. Sublessor shall have the same remedies for a default in the payment of Additional Rent as for a default in the payment of Base Rent. Base Rent and Additional Rent are hereinafter sometimes collectively referred to collectively as "“Rent" or "rent."”

Additional Rent. Except Subtenant shall pay to Sublandlord as otherwise specifically provided "Additional Rent" when the same is due under the Master Lease all amounts set forth in Section 7.1 Sections 6, 7, 8 and 10 of this Leasethe Fourth Amendment to Lease dated March 31, the Basic Rent shall be net to Landlord so that this Lease shall yield2010 (“Fourth Amendment”), net to by and between Sublandlord and Master Landlord, the Basic Rent as well as $12,501 per annum, payable under this Lease in monthly installments of $1,041.75, for each year of the Term of this Lease and that all charges payable by Tenant under this Lease Subtenant’s contribution for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement parking lot expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic All Base Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes is collectively referred to as as, "Rent" ". In the event Subtenant is required to make a payment to Sublandlord pursuant to Section 10 of the Fourth Amendment, Sublandlord agrees to take commercially reasonable efforts to assist Subtenant as Subtenant may from time to time request in seeking to collect any such amounts from Southwest Florida Health System, Inc. (“Consult-A-Nurse”), however, Subtenant shall reimburse Sublandlord for any all reasonable costs and expenses (including reasonable attorneys' fees) actually incurred by Sublandlord in connection therewith. If Subtenant gives notice to Sublandlord requesting that Sublandlord institute an appropriate action or "rentproceeding for the enforcement of said obligations against Consult-A-Nurse and Sublandlord shall fail to do so within a reasonable time after Subtenant’s written request therefor (no less than 20 days after receipt of such written request), then Subtenant shall have the right to institute an appropriate action or proceeding against Consult-A-Nurse in the name of Sublandlord to enforce Sublandlord’s rights under the Office Building Lease for the fourth floor of the Premises between Sublandlord and Consult-A-Nurse which are applicable to Subtenant by virtue of this provision (and Sublandlord shall reasonably cooperate with such reasonable requests of Subtenant as may be necessary to enable Subtenant to proceed in Sublandlord’s name)."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this LeaseTenant covenants to pay without notice, the Basic Rent shall be net deduction, set-off or abatement to Landlord so that this Lease shall yield, net to Landlord, the Basic Additional Rent payable under this Lease for each year in lawful money of the Term United States in equal consecutive monthly installments in advance on the first day of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due each month during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expenseTerm. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on a per diem basis. Additional Rent shall be payable to Landlord at Landlord's Address or such other place as Landlord may designate in writing. In order to provide for current payments of Additional Rent, Tenant agrees to pay an amount of Additional Rent reasonably estimated by Landlord from time to time commencing on the basis first day of the number month following the month in which Landlord notifies Tenant of days within the amount of such Additional Rent. If, as finally determined, the amount of Additional Rent owing by Tenant shall be greater than or less than the aggregate of all installments so paid to Landlord for each calendar month year, the Tenant shall pay to Landlord the amount of such underpayment, or Landlord shall credit Tenant for the amount of such overpayment, as the case may be. It is the intention hereunder to estimate the amount of Additional Rent for each calendar year and paid within ten (10) then to adjust such estimate in the following year based on the actual amount of Additional Rent owing. The obligation of Tenant with respect to the payment of Additional Rent shall survive the termination of this Lease. Any payment, refund or credit made pursuant to this paragraph shall be made without prejudice to any right of Tenant to dispute the amount of Additional Rent owing, or the right of Landlord to correct any items as billed pursuant to the provisions hereof. Within 30 days of the later date Landlord notifies Tenant of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and amount of Additional Rent are sometimes collectively referred owing, Tenant or its authorized agent shall have the right to as "Rent" or "rentinspect the books of Landlord during the business hours of Landlord at such location that Landlord may specify, for the purpose of verifying such amount. Unless Tenant asserts specific errors within such 30 days, such notification by Landlord shall be deemed to be correct. No decrease in Additional Rent shall reduce Tenant's liability hereunder below the amount of Base Rent payable hereunder."

Additional Rent. Except (1) Basic Rent hereunder includes an allowance for Taxes and Operating Costs (as otherwise specifically provided in Section 7.1 of this Leasethose terms are hereinafter (defined) based on the Landlord's expected costs and expenses for the Premises, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, Building and the Basic Rent payable under this Lease for each year Property as of the Term Commencement Date. If at any time (and from time to time) during the Term, the Landlord estimates that the amount by which the aggregate of this Lease Taxes and that all charges Operating Costs incurred by the Landlord for any given calendar year will exceed Six Dollars ($6.00) for each rentable square foot in the Premises, the Landlord shall provide the Tenant with written notice of the estimated amount payable by the Tenant in respect of the Tenant's Percentage of such deficit amount. Commencing with the next scheduled monthly rental payment following the Tenant's receipt of such notice, the Tenant shall prepay to the Landlord, as Additional Rent hereunder and in the same manner as Basic Rent, 1112 of the annual amount specified by the Landlord, which prepayments the Landlord agrees shall be applied, without interest, to such amounts as they actually become payable. As soon as any- such amounts so payable are actually determined, but no later than April 30 of each calendar year, the Landlord shall notify the Tenant of any overpayments or underpayments made by the Tenant. If the Tenant has made an underpayment, the Tenant shall pay the underpaid amount to the Landlord within thirty (30) days of receiving said notice. If the Tenant has made an overpayment, the Landlord shall credit the Tenant the amount of such overpayment against future Basic Rent due under this Lease for Property TaxesLease. (2) As used herein, insurance premiums, utility "QPERATING COSTS" means (x) any and all charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating as the Landlord may from time to time actually incur in good faith with regard to the Premises or the operation and use or maintenance thereof, except as otherwise expressly agreed in this Lease, including, without limiting the generality of the Premisesforegoing, and/or reasonable attorneys' fees incurred by the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term Landlord in connection with any amendments to, consents under and subleases and assignments of this Lease requested by the Tenant and in connection with the enforcement of rights and pursuit of the remedies of the Landlord under this Lease (whether during or which relate to after the performance by Tenant expiration or termination of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease), and (y) thirty-three percent (33 %) or such other percentage as the rentable square footage of the Premises bears to the rentable square footage of the Building (currently 5,800 square feet) from time to time ("TENANT'S PERCENTAGE") of Common Expenses as hereinafter defined. Except "COMMON EXPENSES" shall mean any and all charges, costs and expenses of every kind and nature whatsoever, which the Landlord may from time to time actually incur and the reasonable value, based on competitive rates, of any materials and services which the Landlord may provide in good faith with respect to the ownership, operation and maintenance of the Building and the Property, including, without limitation, (i) making repairs to and undertaking maintenance of the Building and the Property, including all alterations and improvements to the common areas of the Building; (ii) providing utilities, including heat, water, sewer, air conditioning and ventilation, to the Premises and to the common areas of the Building, expressly excluding electricity service, for which the Tenant shall pay a separate charge as otherwise provided in Section 7.1 or 14.9 Paragraph 9; (iii) providing daily cleaning and rubbish removal from. the common areas; (iv) providing watering, landscaping and lawn care for the Property; (v) sanding, plowing and removal of this Leasesnow and ice from driveways, all payments of Basic Rent walkways and Additional Rent shall be payable without previous demand therefor parking areas; (vi) maintaining casualty and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rentliability insurance with respect to the Landlord, however denotedthe ; Premises, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on Building and the basis Property; and (vii) reasonable administrative and management costs of the number of days within such calendar month and paid within ten (10) days of Landlord. Notwithstanding the later of (a) invoice from Landlord or (b) foregoing, Operating Costs shall not include the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."following;

Additional Rent. Except as otherwise specifically provided in Section 7.1 (a) Any amount required to be paid by Tenant hereunder and any charges or expenses incurred by Landlord on behalf of this Lease, Tenant under the Basic Rent shall be net to Landlord so that terms of this Lease shall yieldbe considered “Additional Rent” payable in full on the date and upon the same terms and conditions as the next succeeding installment of Minimum Rent next falling due hereunder after Tenant knows, net or has reason to know, that any such sum is due and owing. Any failure on the 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 non-payment of rent. Tenant's failure to object to any statement, invoice or billing rendered by Landlord within a period of thirty (30) days after receipt thereof shall constitute Tenant's acquiescence with respect thereto, and such statement invoice or billing shall thereafter be deemed to be correct and shall be an account stated between Landlord and Tenant. If Tenant requests that Landlord prepare, review, or execute any document, consent, waiver, or provide credit references for Tenant in connection with this Lease or otherwise, Tenant shall be obligated to pay to Landlord, as Additional Rent a fee, in the Basic Rent payable under this Lease amount set forth on a fee schedule adopted by Landlord from time to time, to compensate Landlord for each year the cost of the Term of this Lease reviewing and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with lawsprocessing any such request, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant Landlord shall not be responsible for obligated to process any property management fees or earthquake insurance premiums such request of Tenant until Tenant has paid by Landlord during the Term applicable processing fee. Landlord will supply Tenant with a copy of this LeaseLandlord's then current processing fee schedule upon Tenant's request. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent Nothing herein shall be payable deemed to require that Landlord consent to, execute or approve any document, consent or waiver submitted to Landlord by Tenant notwithstanding Tenant's payment of the applicable processing fee. In addition to all liens upon and rights of setoff or recoupment against any money or property of Tenant by law, Landlord shall have, to the extent permitted by law, a contractual security interest in and a right of setoff against all deposits, moneys or other property of Tenant now or hereafter in the possession of or on deposit with Landlord. Each such security interest or right of setoff may be exercised without previous demand therefor and without upon or notice to Tenant. No security interest or right of setoff shall be deemed to have been waived by any act or conduct on the part of Landlord or by any neglect to exercise such right of setoff or deduction whatsoeverto enforce such setoff and/or security interest or by any delay in so doing. All charges payable Every right of setoff and/or security interest shall continue in full force and effect until such right of setoff and/or security interest is expressly waived or released by Tenant other than Basic Rent, however denoted, are called "Additional Rentan instrument in writing executed by Landlord." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except (i) In addition to the base rent immediately above specified, Tenant agrees to pay to or for the benefit of Landlord, as otherwise specifically provided in Section 7.1 directed herein, the building utilities, and general items of routine maintenance, such as cleaning services, maintenance and repair of heating, cooling, and electrical systems, snow removal, parking lot maintenance, and the like. (Such costs shall not include structural repairs or structural maintenance, such as roof repair and surfacing or resurfacing of a parking lot.) The Tenant will also be responsible for a prorated share of property taxes and insurance for the building and property. Such additional rent shall be payable periodically, upon request by Landlord, but such requests shall be made no more often than monthly. Landlord does reserve the right to formulate a reasonable estimate of the anticipated utilities and maintenance costs for the building for the coming year, and collect such maintenance charges monthly with the base rent. In any event, Landlord shall account to Tenant at no less than twelve (12) month intervals, and again at the end of the lease, for such charges, and appropriate adjustments will be made for each such accounting period, for any underpayment or overpayment. In the event the building is expanded during the term of this Leaselease, the Basic Rent percentages of Tenant's responsibility shall be net adjusted accordingly. (ii) Any rental payment which is not timely made shall accrue interest at the maximum legal rate then allowable, from the date due until paid. Landlord shall have the right to Landlord so that demand this Lease shall yieldamount as additional rent due immediately, net and to deduct it first from any subsequent rentals becoming due. Landlord, at its option, may also allow said interest (additional rent) to accrue until the Basic Rent payable end of the term (and may deduct the amount accrued on any or all late payments, from any deposit provided for in this lease). However, the failure of Landlord to make demand for or collect such additional rent immediately, or to set it off against any rental payments subsequently made, in any one instance or several instances, shall not preclude Landlord from exercising its rights under this Lease for each year paragraph at any time during or after the end of the Term lease term or any extension thereof. The provisions of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant paragraph shall not be responsible for any property management fees construed to limit or earthquake insurance premiums paid by qualify the rights and remedies provided Landlord during the Term of elsewhere in this Leaselease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent Tenant shall be payable without previous demand therefor and without any have no right of setoff or deduction whatsoever. All charges payable by set off pending ultimate resolution of any dispute between Landlord and Tenant other than Basic Rentarising under this lease, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall except in the case where Tenant may be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis dispossessed of the number property by virtue of days within such calendar month a breach of Landlord's covenant of good title and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentquiet possession."

Additional Rent. Except (a) In addition to the Fixed Annual Rent, Tenant shall also pay and discharge, as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expensesadditional rent, all expenses other amounts, liabilities and obligations of whatever nature relating to compliance with lawsthe Premises, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, including all taxes, assessments, licenses and permit fees, charges for public utilities, and all other costs, fees, governmental charges, expenses, reimbursements and obligations of every any kind and nature whatsoever relating to which during the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which Term may arise be imposed upon or become due during and payable in respect of, or become a lien on, the Term Premises or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expenseany part thereof. Notwithstanding anything to the contraryforegoing, Tenant shall not be responsible for payment of the fees, costs and expenses related to any property management fees indebtedness of Landlord or earthquake insurance premiums income taxes assessed against Landlord. Additional rent shall include, without limitation, all Impositions (as hereafter defined) affecting the Premises, and all amounts required to be paid under any covenants, requirements, easements or restrictions of record pertaining to the Premises existing as of the Commencement Date, and all interest and penalties that may accrue thereon (unless accrued due to Landlord’s act or omission), and all damages, costs and reasonable out of pocket expenses which Landlord may incur by Landlord during reason of any default of Tenant or failure on Tenant’s part to comply with the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 terms of this Lease, all payments of Basic which ▇▇▇▇▇▇ hereby agrees to pay upon demand or as is otherwise provided herein. Upon any failure on the part of Tenant to pay any of the additional rent (subject to Tenant’s notice and cure rights set forth herein), Landlord shall have all legal, equitable and contractual rights, powers and remedies provided either in this Lease or by statute or otherwise in the case of non-payment of the Fixed Annual Rent, except as otherwise provided in this Lease. Fixed Annual Rent and Additional Rent additional rent sometimes are referred to in this Lease, collectively, as “Rent”. (b) Subject to ▇▇▇▇▇▇’s right to contest or dispute sums constituting additional rent as provided in this Lease, Tenant shall pay and discharge any additional rent referred to in Section 4(a) when the same shall become due; provided that amounts that are billed to Landlord or any third 6 party, but not to Tenant, shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days Business Days after notice is given of Landlord’s demand for payment thereof. If Tenant fails to pay any such amount within fifteen (15) Business Days of the later date due and Tenant is not contesting or disputing the same as provided in this Lease, Landlord may, at its option, pay such amount and Tenant shall reimburse Landlord for such amount as additional rent hereunder within ten (10) Business Days after notice is given of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent Landlord’s payment of and Additional Rent are sometimes collectively referred to as "Rent" or "rentdemand therefor."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Base Rent shall be net to Landlord so that this Lease shall yield, absolutely net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and such that all charges payable by Tenant under this Lease for Property costs, charges, expenses, Taxes, insurance premiums, utility charges, cost of maintenance, repair and replacement expenses, all expenses relating to compliance with laws, the Premises and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating related to the operation Premises shall be paid by Tenant, and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions such costs and agreements payments to be performed, paid or observed made by Tenant hereunder shall be paid deemed, for the purposes of securing the collection thereof, to be additional rent due and owing hereunder (“Additional Rent”), and Landlord shall have the same rights and remedies upon Tenant’s failure to make such payments as for the nonpayment of the Base Rent. Without limiting the generality of the foregoing, during the Term Tenant covenants and agrees to pay without notice, demand, setoff, deduction, abatement or discharged by Tenantcounterclaim, at Tenant's sole cost and expense. Notwithstanding anything to without relief from valuation or appraisement laws, all Taxes, and the contrary, Tenant same shall not be responsible for any property management fees or earthquake insurance premiums constitute Additional Rent if initially paid by Landlord during on behalf of Tenant. (a) Should any governmental agency or political subdivision impose any taxes and/or assessments, whether or not now customary or within the Term contemplation of the Parties, either by way of substitution for Taxes presently levied and assessed against the Premises and MOB and any property of Tenant located on the Premises, or in addition thereto, other than Landlord’s personal income tax or any estate tax or inheritance tax, such taxes and/or assessments shall be deemed to constitute “Taxes” for the purpose of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling dueby Tenant. Rent for any partial month Taxes shall be prorated for the first and last Lease Year of the Term, and as to Taxes for the last Lease Year, whether or not such Taxes are imposed before or after such termination, and Tenant’s obligation to pay its prorated share thereof shall survive such termination. Tenant shall deliver to Landlord (i) not more than five (5) days after the due date of each Tax, copies of the invoice for such Tax and the check delivered for payment thereof; and (ii) not more than thirty (30) days after the due date of each Tax, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Landlord. (b) Notwithstanding Section 4.2(a), until the Premises are separately assessed for Taxes, Landlord shall pay all Taxes, including the Premises, and Tenant shall pay to Landlord its proportionate share of the Taxes in accordance with proportion of the area of the Premises bears to the total area assessed for purposes of Taxes, as reasonably determined by Landlord on the basis of information furnished by the number of days within such calendar month Governmental Authority responsible for real estate valuation and paid within ten assessment; provided, however, if the Premises are not separately assessed for Taxes but tax assessor’s work papers reflect a separate valuation for the improvements, then Tenant shall pay the taxes applicable to the improvements based on the information from the tax assessor’s work papers and the taxes attributable to the land shall be proportionately assessed as described above. Landlord agrees, at no expense or liability to Landlord, to reasonably cooperate with Tenant in connection with Tenant’s application to have the Premises separately assessed for real estate purposes. (10c) days Commencing with the first year the Premises are separately assessed for Taxes, Tenant may seek a reduction in the assessed valuation (for Tax purposes) of the later Premises, the MOB and any property of (a) invoice from Tenant located on the Premises, provided the same is done in good faith by and at Tenant’s sole cost and expense and in compliance with Section 11.8. No contest permitted hereunder, however, shall permit Tenant to defer payment of any such contested Taxes. Landlord may, at its option, pay the disputed amounts if Landlord determines in its sole judgment that payment is necessary to protect Landlord’s property. Provided there is not an Event of Default, Tenant shall be entitled to all refunds associated with Tenant’s successful prosecution of any such proceeding; provided, such refunds relate to periods of time during which Tenant is in possession of the Premises. All refunds related to periods of time other than during Tenant’s occupancy of the Premises shall belong to Landlord, or (b) the Commencement Dateif there is an existing Event of Default, any refund shall belong to Landlord. Basic Rent and Additional Rent are sometimes collectively If required by Applicable Law, Landlord shall join in any proceeding referred to in this Section; provided, however, Tenant shall pay, and shall indemnify and save Landlord harmless from, any and all costs and expenses associated with such proceedings. (d) If by law any Taxes are payable or, at the option of the taxpayer, may be paid in installments, Tenant may pay the same in installments at the time said installments become due and payable and in any event before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment; provided, however, with respect to any Taxes, which are levied and assessed during the Term hereof, the foregoing shall not excuse Tenant from paying such installments thereof as "Rent" may become due and payable after the expiration of the Term, and Tenant’s obligation with respect to the payment thereof shall survive the expiration of this Lease. (e) Tenant, at its expense, shall prepare and file all tax returns and reports in respect of any Taxes as may be required by Governmental Authorities. In the event Governmental Authorities classify any property covered by this Lease as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. (f) If an Event of Default occurs and while it remains uncured, Tenant shall, at Landlord’s election, deposit with Landlord on the first day of each month a sum equal to 1/12th of the Taxes assessed against the Premises for the preceding tax year, which sums shall be used by Landlord toward payment of such Taxes. Tenant, on demand, shall pay to Landlord any additional funds necessary to pay and discharge the obligations of Tenant pursuant to the provisions of this Section. The receipt by Landlord of the payment of such Taxes by and from Tenant shall only be as an accommodation to Tenant, the mortgagees, and the taxing authorities, and shall not be construed as rent or "rentincome to Landlord, Landlord serving, if at all, only as a conduit for delivery purposes; provided, however, if Tenant’s Leasehold Mortgagee requires an escrow for Taxes pursuant to a tax escrow or tax pledge agreement acceptable to Landlord and that Tenant makes monthly deposits equal to 1/12 of the Taxes, and agrees that all such deposits shall be used for Taxes, Landlord agrees that an escrow under this Section shall not be required." (g) Tenant shall also pay all taxes, assessments, charges, deposits, and bills for utilities, including without limitation charges for water, gas, oil, sanitary and storm sewer, electricity, telephone service, and trash collection, which may be charged against the occupant of the Premises during the Term.

Additional Rent. Except (a) In addition to Base Rent and Percentage Rent, Tenant agrees to pay and discharge as otherwise specifically provided in Section 7.1 additional rent ("Additional Rent") all costs, expenses and other sums required to be paid by Tenant under the terms of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements charges and obligations of every kind and nature whatsoever relating expenses with respect to the operation use and use occupancy of the PremisesLeased Premises together with every fine, and/or the Expansion Land (defined below) (penalty, interest and cost which may be added for non-payment or late payment, whether or not Tenant has exercised any are specifically designated as "Additional Rent". In the Expansion Land Option) which may arise event of any non-payment of Percentage Rent or become due during Additional Rent when due, Landlord shall have all the Term rights and remedies provided for in this Lease, or by reason law, for the non-payment of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expenseBase Rent. Notwithstanding anything to the contraryforegoing, Tenant shall not be responsible obligated to pay any amounts for any property management fees or earthquake insurance premiums paid by which Landlord during the Term of this Lease. is liable, such as Landlord's mortgage. (b) Except as otherwise expressly provided to the contrary in Section 7.1 or 14.9 of this Lease, this Lease is intended to be, and shall be construed as, an absolutely net lease, whereby under all payments of Basic circumstances and conditions, the Base Rent and Additional Percentage Rent shall be payable without previous demand therefor a completely net return to Landlord; and without Tenant shall pay, and shall indemnify and hold harmless Landlord from and against, any right of setoff and all claims, losses, damages, expenses, costs, fines, penalties, liabilities, obligations and charges whatsoever (including reasonable attorney's fees and disbursements) which shall arise or deduction whatsoever. All charges payable be incurred, shall become due, or which shall be based upon any act or omission by Tenant occurring during the Term, with respect to or in connection with the Leased Premises or the ownership, leasing, operation, management, maintenance, repair, rebuilding, use or occupation of the Leased Premises, other than Basic Rent, however denoted, are called "Additional Rentdebt service payable under any mortgage or any other obligation or liability arising from Landlord's acts or omissions." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges All amounts payable by Tenant under this Lease for Property Taxeshereunder, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Base Rent, however denoted, are called rent and are referred to as "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid is payable by Tenant within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement DateLandlord's demand therefor. Basic Additional Rent and Additional Base Rent are sometimes collectively referred to as "Rent." The utilities for the Building are not separately metered. Tenant's Pro Rata Share (as defined below) the cost of real property taxes, repairs and maintenance (including the items listed on Exhibit B), and utilities for the Building (collectively, "Operating Expenses") is included in the Base Rent, based on their average cost per square foot of the Building over Landlord's entire Anaheim campus in the year 2000 ("the Base Year"). Tenant shall reimburse Landlord as Additional Rent for its Pro Rata Share, based on the number of square feet leased by Tenant within the Building (which is equal to 85%, such percentage, Tenant's "Pro Rata Share"), of any increase in Operating Expenses over the Base Year, determined in the manner set forth above in accordance with the accounting practices of Landlord in effect at the commencement of the Term. Base Rent includes an amount for utilities related charges of $1.31 per square foot per month (the "Electrical Energy Charge"). The parties shall, at the commencement of any Extended Term, review actual such charges previously incurred to determine whether such Electrical Energy Charge should be prospectively adjusted, whether upwards or downwards, to reflect the prospective cost of such electrical energy related charges during such Extended Term. To the extent that the adjusted energy charge ("Adjusted Energy Charge") exceeds the Electrical Energy Charge, then Base Rent for such Extension Period shall be increased accordingly, or if less, reduced accordingly. No credit shall be due either party for any overpayment or underpayment for any period prior to the date such adjustment is made. Until such adjustment is made, Tenant will continue to pay Base Rent and Additional Rent as otherwise provided in this Lease Agreement. Notwithstanding the foregoing, the following shall not be included in "Operating Expenses:" 1. capital costs or expenditures; 2. depreciation on the Building; 3. costs for which Landlord is reimbursed by its insurer or any third party's insurer; 4. ground rent; 5. any increase in real property taxes due to a reassessment upon a sale of the Building; 6. leasing or brokerage fees, commissions or expenses and attorneys' fees and disbursements incurred in connection with lease preparation or negotiation for the Building or litigation existing as of the date hereof; 7. salaries of personnel above the level of Manager - Plant Services; 8. interest or principal or other payments on mortgage or other debt costs, if any, or any payments whatsoever on any ground leases; 9. capital expenditures incurred in connection with compliance with laws, unless expenditures are the result of the specific operations of Tenant's business as compared with the occupancy of the Premises by tenants generally; 10. taxes as measured by the net income of Landlord from the operation of the Building; 11. janitorial services; and 12. costs that are paid directly by Tenant."

Additional Rent. Except Tenant covenants and agrees to pay, as otherwise specifically provided additional rent, Tenant’s Proportionate Share (as hereinafter defined), adjusted to reflect an occupancy rate in Section 7.1 the Building of this Leaseone hundred percent (100%), the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease following costs and that expenses: (i) all charges costs and expenses incurred by Landlord relating to the Premises; (ii) all costs and expenses relating to the Common Facilities; and (iii) if applicable, certain costs and expenses relating to the Property and the Park, all as hereinafter provided and to pay all other amounts payable by Tenant under the terms of this Lease for Property Taxes("Additional Rent"), including, without limitation, (a) Taxes and Assessments (as defined in Article V below); (b) insurance premiumscosts (as provided in Article VI below); (c) operating expenses (as provided in Section 7.2 below); (e) maintenance and repair expenses (as provided in Section 7.3 below); and, utility charges, maintenance, repair (f) other costs and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether Common Facilities, the Property, and, if applicable, the Park during or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate attributable to the performance by Tenant of Term, all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of as hereinafter provided in this Lease. Except as otherwise provided Landlord shall notify Tenant in Section 7.1 or 14.9 writing, giving calculations of this Leasethe amount of Additional Rent, all payments of Basic Rent and which Additional Rent shall be payable without previous demand therefor at the same time as, and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic in addition to, the Base Rent, however denotedbut the minimum Base Rent may never be less than that stated in this Section 4. Tenant shall further pay as Additional Rent any sales or use tax imposed on rents collected by Landlord or any tax on rents in lieu of ad valorem taxes on the Building, are called "even though laws imposing such taxes may attempt to require Landlord to pay the same. If any such sales or use tax shall be imposed upon Landlord, and Landlord shall be prohibited by applicable law from collecting the amount of such tax from Tenant as Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten then Landlord, upon sixty (1060) days of the later of (a) invoice from prior written notice to Tenant, may terminate this Lease, unless Tenant legally can and does in fact reimburse Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentfor such tax."

Additional Rent. Except All monies other than Base Rent required to be paid by Sublessor under the Master Lease as otherwise specifically provided to the Subleased Premises, including, without limitation, any amounts payable by Sublessor to Master Lessor as “Direct Expenses” (as defined in Section 7.1 4.2.2 of this the Master Lease) and costs of utilities under Section 6.2 of the Master Lease, the Basic Rent shall be net to Landlord so that this Lease shall yieldas incorporated herein, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating respect to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder Subleased Premises shall be paid by Sublessee hereunder as and when such amounts are due under the Master Lease, as incorporated herein. Sublessee shall be entitled to its Pro Rata Share of all credits, if any, given by Master Lessor to Sublessor for Sublessor’s overpayment of such expenses to the extent paid by Sublessee. Sublessor shall promptly forward the appropriate invoices received from Master Lessor. For avoidance of doubt, Sublessee shall not be required to pay for any Additional TI Allowance Payment payable under the Master Lease. Sublessee shall also pay to Master Lessor its pro rata share based on the square footage of the Subleased Premises to the square footage of the Premises (“Pro Rata Share”), which amount may be equitably adjusted by Sublessor based on its reasonable determination of actual usage, within thirty (30) days of request by Sublessor, of the cost of any utilities that are not separately metered and not included in Direct Expenses and Sublessee’s Pro Rata Share of Sublessor’s actual and reasonable cost of performing any repairs or discharged maintenance to the shared clean dry air and house vacuum systems or providing the services described in Paragraph 9.B and any other services that benefit the Subleased Premises (but excluding any capital improvements or expenditures except to the extent amortized over their useful lives as reasonably determined by TenantSublessor), at Tenant's sole and shall pay the entire cost of such amounts to the extent due to the misuse or excess use or negligence, willful misconduct or violation of this Sublease by Sublessee or its agent, employee or contractor. Sublessee shall also pay any gross receipts or rent tax payable with respect to this Sublease, but Sublessee shall not be required to pay any gross receipts or rent tax payable with respect to the Master Lease. All such amounts shall be deemed additional rent (“Additional Rent”). Base Rent and expenseAdditional Rent hereinafter collectively shall be referred to as “Rent”. Notwithstanding anything to the contrarycontrary in the Sublease, Tenant Sublessee shall not be responsible for required to pay any property management fees Rent or earthquake insurance premiums paid perform any obligation that is required as a result of a default by Landlord during Sublessor of any of its obligations under the Term Master Lease (except to the extent such default was due to the negligence or willful misconduct of Sublessee or its agents, employees, contractors, licensees or invitees or violation of this Lease. Except as otherwise provided in Section 7.1 Sublease by Sublessee) or, except to the extent due to the negligence or 14.9 willful misconduct of Sublessee or its agents, employees, contractors, licensees or invitees or violation of this LeaseSublease by Sublessee, all payments the misuse, negligence or willful misconduct of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right or by Sublessor or its agents, contractors or invitees or the violation of setoff or deduction whatsoever. All charges payable law by Tenant other than Basic Rent, however denoted, are called "Additional RentSublessor." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except A. All payments, other than Minimum Annual Rent required to be made by Tenant pursuant to this Lease (including, but not limited to, escalation charges, and any and all damages, interest, costs, fees and expenses caused by Tenant's default) shall be deemed additional rent and, in the event of any non-payment thereof, Owner shall have all rights and remedies provided for herein and by law for non-payment of Minimum Annual Rent in addition to whatever other remedies may be available to Owner. B. Unless expressly provided otherwise in this Lease, the amount shown as otherwise specifically provided due to Owner (or Owner's agent) in Section 7.1 all bills, invoices and statements to Tenant shall be due and payable by Tenant upon receipt without further demand. Any delay or failure of Owner or its agent to prepare and deliver any ▇▇▇▇, statement or invoice shall not constitute a waiver of the right to collect any payment which may have become due during the term of this Lease, the Basic including without limitation, retroactive payments for any and all amounts unbilled. C. All payments of Minimum Annual Rent shall be net and additional rent pursuant to Landlord so that this Lease shall yieldbe made by Tenant with checks drawn upon a New York City bank. If Owner receives from Tenant any payment less than the full amount of the Minimum Annual Rent and additional rent then due and owing, net Tenant hereby waives its right, if any, to Landlorddesignate the items to which such payment shall be applied and agrees that Owner, in its sole discretion, may apply such payment in whole or in part to any Minimum Annual Rent, any additional rent or to any combination thereof then due and payable hereunder. D. The losing party in any action or proceeding between Owner and Tenant shall pay the Basic reasonable attorneys' fees, costs and disbursements of the prevailing party for such action or proceeding upon the assignment thereof by the Court or on demand. If a default of Tenant causes Owner to prosecute or defend an action or proceeding with a third party, Tenant shall pay the reasonable attorneys' fees, costs and disbursements of Owner for such action or proceeding on demand. If Owner suffers, pays or incurs any damages, losses, fees or expenses (including without limitation, reasonable attorneys' fees and disbursements) due to a default, act, omission or request of Tenant, Tenant shall pay the total amount thereof to Owner on demand. E. If all rent is not paid in full and actually received by Owner within fifteen (15) days after it is due and payable hereunder, Tenant shall pay Owner a late fee of 2% per month as additional rent. However, if the collection of such late fee at the rate specified herein would be usurious or otherwise unenforceable, interest on late payments shall accrue at the highest enforceable rate. F. References in this Lease to "rent," "Rent," "rents," "Rents," "rental," "Rental," "rentals" and "Rentals" shall mean and include Minimum Annual Rent and additional rent. The Minimum Annual Rent is the minimum rental due and payable without prior demand, offset or deduction. No decrease in any additional rent for any period shall yield an offset or deduction in any other rental or for any other period. References in this Lease to Tenant being "in default" and/or Tenant's "breach" or "default" shall mean and include each and every default, breach, misfeasance, nonfeasance, non-payment, or any other failure of Tenant to perform any of its obligations hereunder. If Owner gives notice of default and Tenant seeks declaratory relief and Tenant's time to cure is extended pending the outcome of such declaratory judgment action, Tenant shall be deemed to be "in default" under this Lease during the pendency of such action for each year the purposes of those rights that are exercisable by Tenant only if it is not "in default". All of Tenant's obligations to pay rent, to indemnify Owner and to obtain insurance shall survive the expiration of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether term or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term sooner termination of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except A. All payments, other than Minimum Annual Rent required to be made by Tenant pursuant to this Lease (including, but not limited to, escalation charges, and any and all damages, interest, costs, fees and expenses caused by Tenant's default) shall be deemed additional rent and, in the event of any non-payment thereof, Owner shall have all rights and remedies provided for herein and by law for non-payment of Minimum Annual Rent in addition to whatever other remedies may be available to Owner. B. Unless expressly provided otherwise in this Lease, the amount shown as otherwise specifically provided due to Owner (or Owner's agent) in Section 7.1 all bills, invoices and statements to Tenant shall be due and payable by Tenant upon receipt without further demand. Any delay or failure of Owner or its agent to prepare and deliver any ▇▇▇▇, statement or invoice shall not constitute a waiver of the right to collect any payment which may have become due during the term of this Lease, the Basic including without limitation, retroactive payments for any and all amounts unbilled. C. All payments of Minimum Annual Rent shall be net and additional rent pursuant to Landlord so that this Lease shall yieldbe made by Tenant with checks drawn upon a New York City bank. If Owner receives from Tenant any payment less than the full amount of the Minimum Annual Rent and additional rent then due and owing, net Tenant hereby waives its right, if any, to Landlorddesignate the items to which such payment shall be applied and agrees that Owner, in its sole discretion, may apply such payment in whole or in part to any Minimum Annual Rent, any additional rent or to any combination thereof then due and payable hereunder. D. The losing party in any action or proceeding between Owner and Tenant shall pay the Basic reasonable attorneys' fees, costs and disbursements of the prevailing party for such action or proceeding upon the assignment thereof by the Court or on demand. If a default of Tenant causes Owner to prosecute or defend an action or proceeding with a third party, Tenant shall pay the reasonable attorneys' fees, costs and disbursements of Owner for such action or proceeding on demand. If Owner suffers, pays or incurs any damages, losses, fees or expenses (including without limitation, reasonable attorneys' fees and disbursements) due to a default, act, omission or request of Tenant, Tenant shall pay the total amount thereof to Owner on demand. E. If all rent is not paid in full and actually received by Owner within fifteen (15) days after it is due and payable hereunder, Tenant shall pay Owner a late fee of 2% per month as additional rent. However, if the collection of such late fee at the rate specified herein would be usurious or otherwise unenforceable, interest on late payments shall accrue at the highest enforceable rate. F. References in this Lease to "rent," "Rent," "rents," "Rents," "rental," "Rental," "rentals" and "Rentals" shall mean and include Minimum Annual Rent and additional rent. The Minimum Annual Rent is the minimum rental due and payable without prior demand, offset or deduction. No decrease in any additional rent for any period shall yield an offset or deduction in any other rental or for any other period. References in this Lease to Tenant being "in default" and/or Tenant's "breach" or "default" shall mean and include each and every default, breach, misfeasance, nonfeasance, non-payment, or any other failure of Tenant to perform any of its obligations hereunder. If Owner gives notice of default and Tenant seeks declaratory relief and Tenant's time to cure is extended pending the outcome of such declaratory judgment action, Tenant shall be deemed to be "in default" under this Lease during the pendency of such action for each year the purposes of those rights that are exercisable by Tenant only if it is not "in default." All of Tenant's obligations to pay rent, to indemnify Owner and to obtain insurance shall survive the expiration of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether term or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term sooner termination of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, (a) Beginning on the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contraryCommencement Date, Tenant shall pay, as Additional Rent, one hundred percent (100%) of all additional rent payments for Tax Costs and Operating Expenses under Section 6.3 of the Prime Lease (as such terms are referred to in the Prime Lease). Rental and any other sums due hereunder not be responsible for any property management fees or earthquake insurance premiums paid by the due date shall bear interest of 18% per annum. All payments shall be made to Landlord during the Term of this Lease. Except as otherwise provided at its address set forth in Section 7.1 24 below, or 14.9 at such other address or addresses as Landlord may from time to time designate by written notice to Tenant. Landlord shall furnish to Tenant any notice or schedule of this Leasepayments provided to Landlord by the Prime Landlord, all and thereafter any payments of Basic Rent and Additional Rent shall be payable made consistent with such notice or schedule without previous further demand therefor by Landlord. Tenant shall also pay, as Additional Rent, the cost of all utilities furnished to Tenant on the Premises, including, but not limited to, electricity, gas, oil, water and without sewer. Tenant agrees to pay any right and all such charges as they related to the Premises in accordance with the terms of setoff the Prime Lease. (b) Tenant's obligation to pay Additional Rent hereunder shall be on account of the period from and after the Commencement Date and shall survive the Expiration Date or deduction whatsoever. sooner termination of the Term. (c) All charges amounts payable by Tenant other than Basic Rentto Landlord pursuant to this Sublease, however denotedincluding, are called "Additional Rent." Unless this Lease provides otherwisewithout limitation, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Base Rent and Additional Rent are sometimes collectively referred to as "Rent" , shall be deemed and constitute rent and, in the event of any non-payment thereof, Landlord shall have all of the rights and remedies provided herein, in the Prime Lease or "in law or at equity for non-payment of rent." (d) Tenant agrees to pay to Landlord Tenant's pro rata share of any taxes attributable to leasehold improvements, furniture or equipment within the Premises which are payable by Landlord under the Prime Lease.

Additional Rent. Except All monies other than Base Rent required to be paid by Sublessee under this Sublease (and under the Master Lease as otherwise specifically provided in Section 7.1 of incorporated into this Lease, the Basic Rent Sublease) shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land deemed additional rent (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease"Additional Rent"). Except as otherwise provided set forth in Section 7.1 or 14.9 this Paragraph, Sublessee shall pay such amounts of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid to Sublessor within ten (10) days following the date upon which Sublessor delivers an invoice to Sublessee for such payment of Additional Rent. (i) Notwithstanding anything to the contrary in this Sublease, except for costs or charges arising out of the later negligence or willful misconduct of (a) invoice Sublessee, Sublessee shall have no obligation to pay any Additional Rent for the period from Landlord or (b) the Initial Premises Commencement Date to the First Floor Premises Commencement Date. Basic Rent and Sublessee shall pay its Pro-Rata Share of Additional Rent are sometimes collectively referred for the period from the First Floor Premises Commencement Date to as the Second Floor Premises Commencement Date. "RentPro-Rata Share" or "rentshall mean Fifty-Percent (50%) of the Additional Rent owed by Sublessor under the Master Lease, provided, however, that Sublessor, in the reasonable exercise of its discretion, may allocate any particular item of Additional Rent on any other basis to reflect an allocation of Additional Rent that is equitable and attributable to Sublessee's occupancy of Subleased Premises."

Additional Rent. Except as otherwise specifically provided in Section 7.1 A. As part of the consideration for the execution of this LeaseLease Agreement, and in addition to the Base Rent specified above, Tenant covenants and agrees to pay, for each Lease Year (as hereinafter defined) during the Term, as additional rent (the "Additional Rent"), one hundred percent (100%) of the Operating Expenses (as hereinafter defined) for that Lease Year; provided, however, the Basic Rent shall be net to Landlord so that this Operating Expenses for the initial Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year Year of the Term shall in no event exceed Six and 70/100 Dollars ($6.70) per square foot of this Lease and that all charges payable by Tenant Net Rentable Area of the Leased Premises. For purposes of calculating Additional Rent under this Lease for Property TaxesSection 6, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land Controllable Operating Expenses (defined below) (whether or not Tenant has exercised for each Lease Year after the Expansion Land Option) which initial Lease Year that may arise or become due during the Term or by reason of events occurring during the Term of this be included in Operating Expenses for such Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant Year shall not be responsible more than five percent (5%) greater than the Controllable Operating Expenses for any property management fees or earthquake insurance premiums paid the then previous Lease Year. "Controllable Operating Expenses" shall mean all items of Operating Expenses which are within the reasonable control of Landlord, but specifically excluding taxes, utilities, costs associated with providing security to the Complex, insurance, costs incurred to comply with governmental requirements, wages and salaries affected by Landlord during the Term minimum wage, and other costs beyond the reasonable control of this LeaseLandlord. Except as otherwise provided in Section 7.1 or 14.9 of this LeaseFor purposes hereof, all payments of Basic Rent and Additional Rent the initial "Lease Year" shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated period commencing on the basis of Commencement Date and continuing through the number of days within such calendar month and paid within ten day that is twelve (1012) days of the later of (a) invoice from Landlord or (b) months following the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as Each "RentLease Year" or "rentafter the initial Lease Year shall be a consecutive twelve (12) month period commencing on the first day immediately following the preceding Lease Year."

Additional Rent. Except as otherwise specifically provided in Section 7.1 In addition to Base Rent, Subtenant shall pay to Sublandlord when due all other amounts payable by Subtenant to Sublandlord under the provisions of this Sublease (collectively, “Additional Rent”); provided that Sublandlord shall have delivered to Subtenant reasonable backup documentation showing that Sublandlord shall have incurred such amounts. “Additional Rent” shall include any and all amounts other than Base Rent payable hereunder, which, by the terms of the Lease, as incorporated herein, would become due and payable by the Basic Rent shall be net tenant thereunder to Landlord so that this Lease shall yieldas additional rent or otherwise and which would not have become due and payable but for the acts, net requests for services, and/or failures to Landlordact of Subtenant, the Basic Rent payable its agents, officers, representatives, employees, servants, contractors, invitees, licensees or visitors under this Sublease, including, but not limited to: (i) any increases in Landlord's fire, rent or other insurance premiums resulting from any act or omission of Subtenant, (ii) any charges on account of Subtenant's use of heating, ventilation or air-conditioning or condenser water, (iii) any charges to Subtenant on account of Subtenant's use of special cleaning and freight elevator services or for overtime or other extra services requested or required by Subtenant, and (iv) any review, approval or other fees charged by Landlord under the Lease on account of Subtenant. Following Subtenant's receipt of any services for each year which such Additional Rent would be payable and receipt by Sublandlord of any statement or written demand from Landlord for payment of any such Additional Rent, Sublandlord will furnish Subtenant with a copy of such statement or demand, together with a statement of the Term amount of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with lawsany such Additional Rent, and all other costs, fees, charges, expenses, reimbursements and Subtenant shall pay to Sublandlord the amounts stated therein no later than fifteen (15) days after receipt of Sublandlord’s statement. The obligations of every kind and nature whatsoever relating Subtenant to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic pay Base Rent and Additional Rent hereunder shall be payable without previous demand therefor and without survive the expiration or termination of this Sublease, provided that Sublandlord shall endeavor to request any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all known amounts due for Additional Rent shall be paid with within two (2) years after the next installment expiration or termination of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentthis Sublease."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Leaseherein, the Basic Rent shall be absolutely net to Landlord so that this Lease Agreement shall yield, net not to Landlord, the Basic Rent payable under this Lease for specified in Section 3.1 in each year of the Term term of this Lease and Agreement and, except as specifically provided herein, that all charges payable by Tenant under this Lease for Property TaxesImpositions (a hereinafter defined), insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, other than laws governing the construction of Landlord's Improvements to the extent that compliance with such is the obligation of Landlord as provided in Section 2.1 hereof, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use Demised Premises (excepting only Landlord's portion of the Premises, and/or proration of real estate taxes and special assessments for the Expansion Land (defined below) (whether or not Tenant has exercised first and last years of the Expansion Land Optionterm of this Lease Agreement referred to in Section 5.1 and certain taxes of Landlord referred to in the last sentence of Section 5.3 of this Lease Agreement) which may arise or become due during the Term term (or the Early Occupancy Period) or by reason of events occurring during the Term term (or the Early Occupancy Period) of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder Agreement shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, (all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are items being sometimes hereinafter collectively referred to as "Additional Rent" "). In the event Tenant fails to pay or "rentdischarge any Imposition, which is Tenant's obligation hereunder, insurance premium, utility charge, maintenance repair or replacement expense which it is obligated to pay or discharge, Landlord may, but shall not be obligated to pay the same, and in that event Tenant shall immediately reimburse Landlord therefore and pay the same as Additional Rent, and Tenant hereby agrees to indemnify, defend and save Landlord harmless from and against such Impositions, costs and expenses which are Tenant's obligations hereunder."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, The rental payable during each calendar year subsequent to the Basic Rent Base Year shall be net increased by an amount equal to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year Lessee's Percentage Share of the Term total dollar increase, if any, of this Lease Operating Expenses paid or incurred by Lessor in such year over the Operating Expenses paid or incurred by Lessor in the Base Year, and also increased by an amount equal to Lessee's Percentage Share of the total dollar increase, if any, in Property Taxes paid by Lessor in such year over the Property Taxes paid or incurred by Lessor in the Base Year. "Operating Expenses" shall mean those costs incurred during any calendar year as operating costs of the Building (as located on Exhibit B), including, but not limited to, all costs of management, operation and maintenance and repair of the Building, insurance (including deductibles), cost of capital improvements made to the Building after the date of the execution hereof that all charges payable reduce other Operating Expenses, improve security and life safety systems, or that are required under any government law or regulation that was not applicable at the time the Building was constructed or that are reasonably required for the health and safety of tenants in the Building, such cost to be amortized over such reasonable period as determined at Lessor's sole discretion, together with interest on the unamortized balance at the rate of 10 percent per annum. If Lessor elects to self insure or includes the Building under blanket insurance policies covering multiple properties, then Operating Expenses shall include the portion of the cost of such self insurance for blanket insurance allocated by Tenant under this Lease Lessor to the Building, but not in excess of commercially reasonable rates for such coverage. If less than 90 percent of the rentable area of the Building is occupied, Operating Expenses shall be adjusted to equal Lessor's reasonable estimate of Operating Expenses as if 90 percent of the total rentable area of the Building were occupied. The term "Property Taxes" shall mean any ordinary or extraordinary form of assessment of special assessment, insurance premiumslicense fee, utility chargesrent tax, maintenancelevy, repair and replacement expensespenalty (if a result of Lessee's delinquency), all expenses relating or tax, other than net income, premium, estate, succession, inheritance, transfer or franchise taxes, imposed by any authority having the direct or indirect power to compliance with lawstax, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the termsany city, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."county,

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, For the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each calendar year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary1999, Tenant shall not pay $3,641.07 per month to Landlord as Additional Rent; provided, however, in the event the square footage of the mezzanine space exceeds 9,409 square feet, said monthly payment shall be responsible increased at the rate of $.07 per square foot per month for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Leaseeach excess square foot. Except Additional Rent is subject to periodic adjustments as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and herein. Additional Rent shall be due and payable without previous demand therefor and without any right during each month of setoff or deduction whatsoever. All charges payable by Tenant other than Basic abated Base Rent, however denotedif any. Tenant covenants to pay without notice, are called "Additional Rent." Unless this Lease provides otherwisededuction, all set-off or abatement to Landlord the Additional Rent shall be paid with in lawful money of the next installment United States in equal consecutive monthly installments in advance on the first day of Basic Rent falling dueeach month during the Lease Term. Additional Rent for any partial month shall be prorated on a per diem basis. Additional Rent shall be payable to Landlord at Landlord's Address or such other place as Landlord may designate in writing. In order to provide for current payments of Additional Rent, Tenant agrees to pay an amount of Additional Rent reasonably estimated by Landlord from time to time commencing on the basis first day of the number month following the month in which Landlord notifies Tenant of the amount of such Additional Rent. If, as finally determined, at the close of books for the calendar year and within sixty (60) days within after the end of said calendar year, the amount of Additional Rent owing by Tenant shall be greater than or less than the aggregate of all installments so paid to Landlord for each calendar year, Tenant shall pay to Landlord the amount of such underpayment, or Landlord shall credit Tenant for the amount of such overpayment, as the case may be. It is the intention hereunder to estimate the amount of Additional Rent for each calendar month year and paid within ten (10) then to adjust such estimate in the following year based on the actual amount of Additional Rent owing. The obligation of Tenant with respect to the payment of Additional Rent shall survive the termination of this Lease with regard to Additional Rent attributable to any full and/or partial year immediately preceding the termination of this Lease for which the amount of any underpayment has not yet been calculated pursuant hereto. Any payment, refund or credit made pursuant to this paragraph shall be made without prejudice to any right of Tenant to dispute the amount of Additional Rent owing, or the right of Landlord to correct any items as billed pursuant to the provisions hereof. Within 30 days of the later date Landlord notifies Tenant of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and amount of Additional Rent are sometimes collectively referred owing, Tenant or its authorized agent at Tenant sole cost and expense shall have the right to as "Rent" or "rentinspect the books of Landlord during the business hours of Landlord at such location that Landlord may specify, for the purpose of verifying such amount. Unless Tenant asserts specific errors within such 30 days, such notification by Landlord shall be deemed to be correct. No decrease in Additional Rent shall reduce Tenant's liability hereunder below the amount of Base Rent payable hereunder."

Additional Rent. Except as otherwise specifically provided (a) This Lease is what is commonly called a “triple net lease”, it being understood that Lessor shall receive the rent set forth in Section 7.1 of this Lease, the Basic Rent 4.1 and Lessee shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, pay any and all Property Taxes and other costs, fees, charges, expenses, reimbursements and obligations costs or expenses of every kind and any nature whatsoever relating to the operation and use extent related to Lessee’s lease or Lessee’s Operations of the Premises. All of such charges, and/or costs and expenses shall constitute additional rent, and upon the Expansion Land (defined below) (whether failure of Lessee to pay any of such costs, charges or not Tenant has exercised expenses, Lessor shall have the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions same rights and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except remedies as otherwise provided in Section 7.1 or 14.9 this Lease for the failure of Lessee to pay rent. (b) If Lessee should default as defined in Article XI of this LeaseLease in performing any term, all payments covenant or condition of Basic Rent this Lease which involves the expenditure of money by Lessee to third parties, Lessor may (but shall not be obligated to) make such payment or, on behalf of Lessee, expend such sum as may be necessary to perform or fulfill such term, covenant or condition. Any sums so paid or expended by Lessor, with interest at the Late Payment Rate from the date of such payment or expenditure, shall be additional rent and Additional Rent shall be payable without previous demand therefor and without by Lessee on demand. No such payment or expenditure by Lessor shall be construed as a waiver of Lessee’s default or of Lessee’s obligation to perform any right term, covenant or condition of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwisenor shall it affect any other right or remedy of Lessor under this Lease. (c) No abatement, all Additional Rent diminution or reduction in additional rent shall be paid with the next installment of Basic Rent falling due. Rent claimed by or allowed to Lessee for any partial month shall be prorated on inconvenience or interruption, cessation, or loss of business caused directly or US-DOCS\70615498.10 indirectly, by any present or future Legal Requirements, or by Force Majeure; and no diminution in the basis amount of the number of days within such calendar month and paid within ten (10) days space used by Lessee caused by legally required changes in the construction, equipment, fixtures, operation or use of the later Premises shall entitle Lessee to any abatement, diminution or reduction of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred additional rent required to as "Rent" or "rentbe paid by Lessee under this Lease."

Additional Rent. Except as otherwise specifically provided (i) Beginning on the Rent Commencement Date and throughout the Term (but subject to the abatement set forth in Section 7.1 7.C.), Subtenant will pay Subtenant's Proportionate Share of Landlord’s Operating Expenses (as defined in the Prime Lease) and Landlord’s Tax Expenses (as defined in the Prime Lease) due from Tellabs to Landlord under the Prime Lease. Subtenant will pay the amounts, or estimated amounts as determined by Landlord in accordance with Section 2.6 of the Prime Lease to Tellabs at the time it pays Base Rent to Tellabs. If Tellabs undertakes direct responsibility for making a payment or providing a service that would otherwise be included in Landlord’s Operating Expenses or Landlord’s Tax Expenses, then those amounts shall be included in Landlord’s Operating Expenses and Landlord’s Tax Expenses for purposes of this Section 7.B., but in no event will Subtenant be responsible for making duplicate payments for the same service. (ii) Subtenant will obtain directly from the service provider all required utilities and services not provided by Landlord under the Prime Lease and, beginning on the Commencement Date, will pay the cost of those services directly to the service providers. Subtenant shall install (or cause to be installed), at its cost, separate meters (or sub-meters if the applicable utility company does not permit separate meters) for those utilities. (iii) Subtenant will pay to Tellabs all other amounts payable by Tellabs under the Prime Lease that are attributable to the Premises (as distinguished from the entire Prime Lease Space) or attributable to Subtenant, its agents, employees, customers, or invitees. By way of example and not by way of limitation, charges by Landlord for furnishing air conditioning or heating to the Premises at times in addition to those certain times specified in the Prime Lease, the Basic Rent shall be net to costs incurred by Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating in repairing damage to the operation and Building caused by Subtenant, increased insurance premiums due as a result of Subtenant's use of the Premises, and/or the Expansion Land (defined below) (whether charges imposed in connection with obtaining Landlord's consent to this Sublease, and amounts expended or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid incurred by Landlord during on account of any default by Subtenant which gives rise to a default under the Term Prime Lease would be amounts payable by Subtenant pursuant to this Section 7.B(iii). (iv) Each amount due under this Section 7.B, and each other amount payable by Subtenant under this Sublease, unless a date for payment is provided for elsewhere in this Sublease, is due and payable on the earlier of this the 10th day after the date on which Landlord or Tellabs notifies Subtenant of the amount due and the date on which an amount is due under the Prime Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated Subtenant will pay Landlord on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from due dates for services requested by Subtenant that are billed by Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred directly to as "Rent" or "rentSubtenant rather than Tellabs."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent (a) Subtenant shall be net required to Landlord so pay to Sublessor any amounts payable by Sublessor to Overlandlord under the Main Lease pursuant to the provisions thereof as Additional Charges (as defined in the Main Lease), including, without limitation, all sums due in respect of real estate taxes, utilities, expenses of operation, escalations or any other matters, and the entire amount of the costs, if any, imposed on Sublessor pursuant to the Main Lease (collectively, "Additional Rent"); provided, however, that this Sublessor shall not be required to pay any sums due to Overlandlord under the Main Lease shall yield, net to Landlord, solely as a result of a default by Sublessor as tenant under the Basic Rent payable Main Lease when Subtenant is not similarly in default under this Lease for each year Sublease (e.g., late charges and attorney's fees due as a result of the Term late payment of this rent under the Main Lease when Subtenant has timely paid all Fixed Rent and Additional Rent). (b) There shall be no proration or adjustment of Additional Rent as a result of the occupancy of any part of the Subleased Premises by Sublessor under Paragraphs 1(c) or 32. To the extent that all charges payable by Tenant under this Lease Sublessor has prepaid any item constituting Additional Rent (e.g., real estate taxes) for Property Taxesa period beyond the Rent Commencement Date, insurance premiums, utility charges, maintenance, repair same shall be adjusted as between Sublessor and replacement expenses, all expenses relating to compliance with laws, and all other costs, feesSubtenant as of the Rent Commencement Date. All amounts, charges, expenses, reimbursements pass throughs and obligations of every kind other sums due from Subtenant to Sublessor under this Sublease (other than Fixed Rent) shall constitute Additional Rent and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten five (105) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentafter demand."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this LeaseIf not directly paid by LESSEE, the Basic Rent LESSEE will reimburse LESSOR for all costs incurred by LESSOR for: real property taxes, which will be paid directly to the taxing authority, and in the event that LESSEE does not pay taxes directly to the taxing authority, LESSEE shall be net responsible for reimbursing LESSOR for said taxes, assessment, building insurance, snow removal, lawn care, refuse removal, common area maintenance, and administrative, (collectively referred to Landlord so that this Lease shall yieldas “Additional Rent”), net to Landlord, during the Basic Rent payable under this Lease for each year of the Term term of this Lease and any renewals thereof. In the event that all charges payable by Tenant under this Lease for Property Taxesthe LESSEE shall fail to pay such Additional Rent as it shall come due, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with lawsthe LESSOR may pay same, and all other costs▇▇▇▇ LESSEE at 105% of actual cost, feesand the LESSEE shall pay said Additional Rent on the next ensuing rent date; such failure to pay Additional Rent shall constitute a default in the lease at the option of the LESSOR. Common Area Maintenance charges shall not include the following: a) Salaries or benefits for LESSOR’s executives and employees above the grade of building manager, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating any employees in excess of the time devoted to the operation and use Building. b) Expenditures for which LESSOR is reimbursed from any insurance carrier, from any lessee, or from any other source. c) Cost of the Premises, and/or the Expansion Land (defined below) (whether repairs or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or replacements incurred by reason of events occurring during the Term of this Lease fire or which relate other casualty or condemnation. d) Advertising and promotional expenditures. e) Costs incurred in performing work or furnishing services for any lessee (including LESSEE), whether at such LESSEE’s or LESSOR’s expense, to the performance extent such work or service is in excess of any work or service that LESSOR is obligated to furnish to LESSEE at LESSOR’s expense. f) Depreciation, except as provided above. g) Bad debt loss, rent loss, or reserves for either of them. i) Financing costs, including points, commitment fees, broker’s fees, and mortgage interest and amortization payments. j) Costs incurred in connection with the construction of the Building or the initial development of the Property. k) Costs incurred by Tenant LESSOR arising out of all the terms, its failure to perform or breach of any of its covenants, conditions and agreements to be performedagreements, paid representations, warranties, guarantees or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of indemnities made under this Lease. Except as otherwise provided . l) Costs of compliance, fines or penalties incurred by LESSOR due to violations of or non-compliance with any applicable legal requirements. m) Costs incurred in Section 7.1 the removal, abatement or 14.9 other treatment of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff underground storage tanks or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with Hazardous Substances present in the next installment of Basic Rent falling due. Rent for any partial month shall be prorated building or on the basis Property. n) Legal fees, space planners fees, broker’s commissions and other costs incurred in connection with marketing space, leasing space, or negotiating leases with lessees of the number of days within such calendar month building, or legal fees in connection with disputes between LESSOR and paid within ten (10) days any other lessee of the later of (a) invoice from Landlord Building, or (b) the Commencement Date. Basic Rent between LESSOR and Additional Rent are sometimes collectively referred to as "Rent" or "rentany mortgagee."

Additional Rent. Except as otherwise specifically provided in Section 7.1 All monies other than Base Rent required to be paid by Subtenant under this Sublease shall be deemed additional rent ("Additional Rent"). Subtenant is obligated to pay estimated payments of this “Operating Expenses” (including, without limitation, "Real Estate Taxes" and "Complex Common Expenses") and adjustments thereto under Article IV of the Direct Lease, as incorporated herein, for all periods from and after July 1, 2004; provided, however, that the Basic Rent Base Year for purposes of calculating Subtenant's pro rata share of such Operating Expenses shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent calendar year 2003. All amounts payable by Subtenant under this Sublease shall be due and payable on the date for payment set forth in the Direct Lease, as incorporated herein; provided, however, that, to the extent that the Direct Lease does not specify a date for each year payment of any amount, then such amount shall be due and payable thirty (30) days after delivery to Subtenant of an invoice therefor. Subtenant and Sublandlord agree, as a material part of the Term of consideration given by Subtenant to Sublandlord for this Lease and Sublease, that Subtenant shall pay all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements taxes, insurance, maintenance and obligations other charges of every kind and nature whatsoever relating arising in connection with the Modified ▇▇▇▇▇▇ Lease or the Subleased Premises, such that Sublandlord shall receive, as net consideration for this Sublease, full reimbursement thereof, except (i) to the operation extent resulting from the fact that the Base Year under this Sublease differs from the Base Year under the Master Lease, (ii) as otherwise set forth herein or in the Consent, (iii) for costs and use of expenses arising from Sublandlord’s failure to perform its obligations hereunder, under the PremisesConsent or under the Direct Lease, and/or the Expansion Land (defined belowiv) for costs and expenses attributable to Sublandlord for any matter that Sublandlord is required to perform that does not involve Subtenant or (whether or v)for costs and expenses not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements intended to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything passed to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional RentSubtenant." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except In addition to Minimum Annual Rental and Percentage Rental hereunder, Tenant shall pay, as otherwise specifically “Additional Rent” (whether or not so designated herein), in a manner and at the place provided in Section 7.1 this Agreement, all sums of this Lease, the Basic Rent shall money required to be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable paid by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair Agreement. If such amounts or charges are not paid at the time and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to in the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except manner as otherwise provided in Section 7.1 or 14.9 of this LeaseAgreement, all payments of Basic Rent and they shall nevertheless be collectible as Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent Minimum Annual Rental thereafter falling due, but nothing herein contained shall be deemed to suspend or delay the payment of any amount of money or charge at the time the same becomes due and payable hereunder or to limit any other remedy of Landlord. All amounts of Minimum Annual Rental, Percentage Rental and Additional Rent for any partial (also collectively referred to in this Agreement as “Rental”) payable in a given month shall be prorated deemed to comprise a single rental obligation of Tenant to Landlord. All Rental shall be paid to Landlord in currency of the United States or other customary commercial manner at the address set forth in this Agreement or such other place as Landlord may designate, without any deductions or offsets whatsoever. As of the Rental Commencement Date, Tenant shall initially pay, as Additional Rent, the following charges for Common Area Operating Costs and Expenses (including Landlord's insurance on the basis Shopping Center), Taxes, the Promotional Charge, and the Tenant HVAC charge (as those terms are defined below): Common Area Operating Costs and Expenses: $ /sf/year, subject to annual increases of the number percent ( %) beginning on January 1, 20 ; Taxes: $ /sf/year, subject to annual adjustment pursuant to Landlord’s actual costs for Taxes; and Tenant HVAC Charge: $ /sf/year, subject to annual increases of days within such calendar month and paid within ten (10percent ( %) days beginning on January 1, 20 . Promotional Charge: $ /sf/year; subject to annual increases of the later of (apercent ( %) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentbeginning on January 1, 20 ."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, In addition to the Basic Rent and any other amounts constituting additional rent under the Lease or this Sublease to be paid by Subtenant to Sublandlord, Subtenant shall pay to Sublandlord, as additional rent, Real Property Taxes (disregarding any Base Real Property Taxes), Utilities, Increased Insurance Premiums (disregarding any Base Premiums), Impounds for Tenant's Share of Insurance Premiums and Property Taxes and Maintenance, Repairs and Alterations (collectively, "Additional Expenses"), pursuant to the Lease but specifically disregarding any calculation of Subtenant's liability for Additional Expenses, any protection from such expenses based on the existence of the Base Real Property Taxes and Base Premiums. In other words, Subtenant acknowledges that Subtenant shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease liable for each year 100% of the Term of this Lease Real Property Taxes and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance Insurance Premiums with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating respect to the operation and use of Premises despite the Premises, and/or fact that the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expenseprovides that Sublandlord only pay increases therein above certain base levels. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Such Additional Rent Expenses shall be payable without previous demand therefor as and without any right of setoff or deduction whatsoever. All charges when such Additional Expenses are payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Sublandlord to Landlord. Because the Lease provides otherwise, all for the payment by Sublandlord of some portions of the Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated Expenses on the basis of estimates thereof, as and when adjustments between such estimated and actual Additional Expenses are made under the number Lease, the obligations of days within Sublandlord and Subtenant hereunder shall be adjusted in a like manner; and if any such calendar month and paid within ten (10) days adjustment shall occur after the expiration or earlier termination of the later Term, then the obligations of (a) invoice from Landlord Sublandlord and Subtenant under this SECTION 4.d. shall survive such expiration or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "renttermination."

Additional Rent. Except as otherwise specifically provided in Section 7.1 (a) It is the intention of the Landlord and the Tenant that the rent to be paid pursuant to this Lease, the Basic Rent Lease shall be net to the Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for in each year of during the Term term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land Demised Premises (defined below) (whether or not Tenant has exercised the Expansion Land Optionexcept as otherwise specifically provided in this Lease) which may arise or become due during the Term or by reason of events occurring during the Term term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by the Tenant, at Tenant's sole cost and expense. Notwithstanding anything to that the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor indemnified by the Tenant against such costs, expenses, and without any right of setoff or deduction whatsoeverobligations. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent rent shall be paid to the Landlord without notice or demand and without abatement, deduction, or set off. The following costs, expenses, and obligations shall be deemed to be additional rent payable according to the terms of this paragraph (a): (i) The Tenant shall promptly pay all real estate taxes, assessments, water and sewer charges, and other governmental levies against the Demised Premises, and also any occupancy tax and tax on rents, all of which are herein called "impositions". The phrase "tax on rents" shall mean any tax levied, assessed, or imposed in connection with the next installment receipt of Basic Rent falling duerent under this Lease for the use and occupancy of the Demised Premises, in lieu of, in whole or in part, any real estate or personal property tax upon the Demised Premises. Rent The Tenant may pay any imposition in installments, if payment may be so made without penalty. All impositions for any partial month the tax year in which this Lease shall terminate shall be prorated on apportioned between the basis Tenant and the Landlord, except that any imposition which the Tenant has elected to pay in installments shall be paid in full by the Tenant at least sixty (60) days prior to the expiration of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."lease term;

Additional Rent. Except In addition to the Monthly Rent, Tenant shall pay Tenant's Percentage of the Common Area Operating Expenses, as otherwise specifically provided in Section 7.1 PARAGRAPH 6 below. Notwithstanding the foregoing, or anything to the contrary contained herein, in the event that it would be materially inequitable to charge Tenant Tenant's Percentage of the Common Area Operating Expenses (for example, as a result of materially different and/or more intensive uses of the Project by Tenant or other tenants at the Project), Landlord shall allocate such portion of the Common Area Operating Expenses on an equitable basis rather than based on Tenant's Percentage. All amounts which Tenant is required to pay or discharge pursuant to this LeaseLease in addition to Monthly Rent, the Basic including, but not limited to all sums owed by Tenant to Landlord or paid to third parties by Landlord on behalf of Tenant, together with every fine, penalty, interest and cost which may be added for non-payment or late payment under this Lease or pursuant to applicable law, shall constitute "ADDITIONAL RENT." Additional Rent shall be net paid directly to Landlord so that this Lease at the address specified herein, or at such other place, as Landlord may designate, in writing. If Tenant fails to pay or discharge any Additional Rent, Landlord shall yieldhave all rights, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease powers and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term remedies provided herein or by reason law as in the case of events occurring during the Term non-payment of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expenseMonthly Rent. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Monthly Rent and Additional Rent shall sometimes be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to herein as "Rent" or "rentRENT."

Additional Rent. Except as otherwise specifically In addition to the Sublease Rent provided in Section 7.1 3 of this Sublease, commencing on the Sublease Rent Commencement Date, Sublessee must also pay to Sublessor all Taxes (as defined in the Primary Lease), Operating Expenses (as defined in the Basic Rent shall be net to Landlord so that this Lease shall yieldPrimary Lease), net to Landlord, Separately Reimbursable Utilities (as defined in the Basic Rent payable under this Lease for each year of the Term of this Lease Primary Lease) and that all any other rent or other charges payable by Tenant under this Sublessor pursuant to the Primary Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with lawsthe Premises, and all such other costs, fees, charges, expenses, reimbursements sums of money becoming due and obligations of every kind payable by Sublessor to Landlord under the Primary Lease and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land Premises (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense“Additional Rent”). Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Sublease Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to in this Sublease as "“Rent" .” Pursuant to Section 4.2(b) of the Primary Lease, after the end of each calendar year, Landlord is required to deliver to Sublessor a Reconciliation Statement of the actual Operating Expenses and Taxes for the prior calendar year and thereafter Sublessor shall either pay to Landlord any underpayment of Operating Expenses or "rentTaxes or Landlord shall credit to Sublessor any overpayment of Operating Expenses or Taxes for the prior calendar year. Promptly following Sublessor’s receipt of the Reconciliation Statement from Landlord, Sublessor shall deliver the same to Sublessee and Sublessor and Sublessee shall thereafter make a similar reconciliation payment to each other based on Operating Expenses and Taxes for the Premises (i.e., Sublessee shall pay to Sublessor any amounts that it underpaid for Operating Expenses and/or Taxes for the prior calendar year or Sublessor shall credit to Sublessee any overpayment made by Sublessee of Operating Expenses and Taxes for the prior calendar year). Notwithstanding anything herein to the contrary, Operating Expenses shall exclude any costs or expenses incurred by Landlord relating to a service that is only allocable or provided to the portion of the Primary Leased Premises exclusively used by Sublessor (i.e., being the portion of the Primary Leased Premises other than the Premises or any common areas (e.g., parking areas, loading docks, lobbies, etc.")). For the avoidance of doubt, the preceding sentence does not exclude from Operating Expenses any costs incurred by Landlord with respect to the repair, maintenance or replacement of any base Building systems or equipment that serve the Building generally. All Rent must be paid without notice, demand, abatement, deduction or setoff, except as otherwise expressly provided in this Sublease. All amounts of Rent not paid by Sublessee when due shall bear interest from the date due until the date paid at the same rates of interest, and subject to the same late fees, penalties, or charges, if any, provided for in the Primary Lease. EXCEPT TO THE EXTENT SUBLESSOR IS ENTITLED TO ANY SUCH ABATEMENT UNDER THE PRIMARY LEASE (BUT ONLY TO THE EXTENT SUCH ABATEMENT APPLIES TO THE PREMISES BEING SUBLET BY SUBLESSEE HEREUNDER) AND ACTUALLY RECEIVES SUCH ABATEMENT FROM LANDLORD WITH RESPECT TO THE PREMISES BEING SUBLET BY SUBLESSEE, SUBLESSEE WILL CONTINUE TO PAY THE RENT AND OTHER CHARGES DUE AND PAYABLE BY SUBLESSEE HEREUNDER WITHOUT ABATEMENT, SET OFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH OR ALLEGED BREACH BY SUBLESSOR OF SUBLESSOR’S DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. Notwithstanding the preceding sentence to the contrary, in no event shall Sublessee be entitled to an offset, reduction or abatement of rent payable hereunder if Sublessor receives an offset, reduction or abatement of rent payable by it under the Primary Lease as a result of exercising its self-help rights or as a result of any failure of Landlord to disburse the tenant improvement allowance payable to Sublessor; provided, however, Sublessee shall have those certain offset rights set forth in Paragraph (a)(x) of the work letter attached hereto as Exhibit “C” in the event Sublessor fails to disburse the Sublessee Improvement Allowance.

Additional Rent. Except Effective as otherwise specifically provided in Section 7.1 of this Leasethe Extension Term Commencement Date, the Basic Lease is hereby amended in all respects necessary to reflect that, in addition to the Annual Rent as set forth above and without limiting Tenant's liabilities and obligations under the Lease that accrue prior to the Extension Term Commencement Date or relate to matters or events occurring prior to the Extension Term Commencement Date, the Lease shall be a "triple net lease," without regard to Landlord so that this any base year or stops or caps, and any references to the contrary set forth in the Lease are hereby deleted in their entirety and of no force or effect, and Tenant shall yieldpay Tenant's Proportionate Share of Expenses, net to LandlordTaxes and Insurance Costs for the Building during the Extension Term, the Basic Rent payable under this Lease for each year all as more particularly set forth on Exhibit C attached hereto and made a part hereof. As of the Term date hereof, Landlord estimates that Tenant's Proportionate Share of this Lease and that all charges payable by Tenant under this Lease (i) Expenses for Property Taxescalendar year 2017 shall equal $55,252.46, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws(ii) Taxes for calendar year 2017 shall equal $189,212.82, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined belowiii) Insurance Costs for calendar year 2017 shall equal $13,636.96 (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost Proportionate Share of Expenses, Taxes and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, Insurance Costs are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes hereinafter collectively referred to as "Shared Expenses," and Shared Expenses and all other amounts or charges due under the Lease by Tenant are hereinafter collectively referred to as "Additional Rent" "). The Shared Expenses shall be payable by Tenant to Landlord in equal monthly installments of $21,508.52 (subject to increase as set forth in this Amendment) on or "rent."before the first day of each calendar month (commencing on the Extension Term Commencement Date). The foregoing estimate of Tenant's initial monthly payment of Shared Expenses does not reflect any taxes, if applicable, that apply to such payments. Tenant acknowledges that the foregoing estimates do not supersede the specific provisions contained in Exhibit C and may be adjusted by Landlord as provided on Exhibit C.

Additional Rent. Except as otherwise specifically provided In addition to paying the Base Rent specified in Section 7.1 Article 3 of this Lease, Tenant shall pay as additional rent the Basic sum of the following: (i) Tenant's Share (as such term is defined below) of the annual Operating Expenses allocated to the Building (pursuant to Section 4.3.4 below) which are in excess of the amount of Operating Expenses allocated to the Building and applicable to the Expense Base Year; plus (ii) Tenant's Share of the annual Tax Expenses allocated to the Building (pursuant to Section 4.3.4 below) which are in excess of the amount of Tax Expenses allocated to the Building and applicable to the Tax Expense Base Year; plus (iii) Tenant's Share of the annual Utilities Costs allocated to the Building (pursuant to Section 4.3.4 below) which are in excess of the amount of Utilities Costs allocated to the Building and applicable to the Utilities Base Year. Such additional rent, together with any and all other amounts payable by Tenant to Landlord pursuant to the terms of this Lease (including, without limitation, pursuant to Article 6), shall be hereinafter collectively referred to as the "Additional Rent". The Base Rent and Additional Rent are herein collectively referred to as the "Rent". All amounts due under this Article 4 as Additional Rent shall be net to Landlord so that this payable for the same periods and in the same manner, time and place as the Base Rent. Without limitation on other obligations of Tenant which shall survive the expiration of the Lease shall yield, net to LandlordTerm, the Basic obligations of Tenant to pay the Additional Rent payable under provided for in this Lease for each year Article 4 shall survive the expiration of the Lease Term for a period of this Lease and that all charges eighteen (18) months, except with respect to real property taxes or assessments which are properly payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term terms of this Lease or Lease, but for which relate to Landlord receives a tax ▇▇▇▇ following the performance by Tenant expiration of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expensesuch eighteen (18) month period. Notwithstanding anything to the contrarycontrary contained herein, Tenant shall not be required to pay Tenant’s Share of Operating Expenses, Tax Expenses or Utilities Costs during the first (1st) twelve (12) months of the initial Lease Term; provided, however, Tenant shall be responsible for any property management fees or earthquake insurance premiums paid by Landlord separately metered utilities and for any above-standard services such as after-hours HVAC charges (as described in Article 6 hereof), during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis first (1st) twelve (12) months of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentinitial Lease Term."

Additional Rent. Except as otherwise specifically provided (a) This Lease is what is commonly called a “triple net lease”, it being understood that Lessor shall receive the rent set forth in Section 7.1 of this Lease, the Basic Rent Paragraph 4.1and Lessee shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, pay any and all Property Taxes and other costs, fees, charges, expenses, reimbursements and obligations costs or expenses of every kind and any nature whatsoever relating that are related solely to the operation and use Lessee’s lease or Lessee’s Operations of the Premises. All of such charges, and/or costs and expenses shall constitute additional rent, and upon the Expansion Land (defined below) (whether failure of Lessee to pay any of such costs, charges or not Tenant has exercised expenses, Lessor shall have the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions same rights and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except remedies as otherwise provided in Section 7.1 this Lease for the failure of Lessee to pay rent. (b) If Lessee should default, as defined in Article XI, in performing any term, covenant or 14.9 condition of this LeaseLease which involves the expenditure of money by Lessee to third parties, all payments Lessor may (but shall not be obligated to) make such payment or, on behalf of Basic Rent Lessee, expend such sum as may be necessary to perform or fulfill such term, covenant or condition. Any sums so paid or expended by Lessor, with interest at the maximum rate permitted by law from the date of such payment or expenditure, shall be additional rent and Additional Rent shall be payable without previous demand therefor and without by Lessee on demand. No such payment or expenditure by Lessor shall be construed as a waiver of Lessee’s default or of Lessee’s obligation to perform any right term, covenant or condition of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwisenor shall it affect any other right or remedy of Lessor under this Lease. (c) No abatement, all Additional Rent diminution or reduction in additional rent shall be paid with the next installment of Basic Rent falling due. Rent claimed by or allowed to Lessee for any partial month shall be prorated on inconvenience or interruption, cessation, or loss of business caused directly or indirectly, by any present or future Legal Requirements, or by Force Majeure; and no diminution in the basis amount of the number of days within such calendar month and paid within ten (10) days space used by Lessee caused by legally required changes in the construction, equipment, fixtures, operation or use of the later Premises shall entitle Lessee to any abatement, diminution or reduction of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred additional rent required to as "Rent" or "rentbe paid by Lessee under this Lease."

Additional Rent. Except (a) Beginning on the Commencement Date, Tenant shall pay, as otherwise specifically provided Additional Rent one hundred percent (100%) of all additional rent payments for real estate taxes under Section 6 of the Prime Lease (as such terms are referred to in the Prime Lease) and one hundred percent (100%) of all payments for the use of the dumpster under Section 22 of the Prime Lease. Rental and any other sums due hereunder not paid by the due date shall bear interest of 18% per annum. All payments shall be made to Landlord at its address set forth in Section 7.1 of this Lease24 below, or at such other address or addresses as Landlord may from time to time designate by written notice to Tenant. Tenant shall also pay, as Additional Rent, the Basic cost of all utilities furnished to Tenant on the Premises, including, but not limited to, electricity, gas, oil, water and sewer. Tenant agrees to pay any and all such charges for the Premises to Landlord in the event any such utilities are not separately metered to Tenant (to the extent Landlord is assessed such charges by Prime Landlord) or directly to the utility company if such utilities are separately metered. (b) Tenant's obligation to pay Additional Rent hereunder shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year on account of the Term period from and after the Commencement Date and shall survive the Expiration Date or sooner termination of this Lease and that all charges the Term. (c) All amounts payable by Tenant under to Landlord pursuant to this Lease for Property TaxesSublease, insurance premiumsincluding, utility chargeswithout limitation, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Base Rent and Additional Rent Rent, shall be payable without previous demand therefor deemed and without constitute rent and, in the event of any right non-payment thereof, Landlord shall have all of setoff the rights and remedies provided herein, in the Prime Lease or deduction whatsoever. All charges in law or at equity for non-payment of rent. (d) Tenant agrees to pay to Landlord Tenant's pro rata share of any taxes attributable to leasehold improvements, furniture or equipment within the Premises which are payable by Tenant other than Basic Rent, however denoted, are called "Additional RentLandlord under the Prime Lease." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except as otherwise specifically Sublessee acknowledges that Sublessor is obligated to pay to Landlord all amounts provided for in Section 7.1 4(b) of this the Lease ("Additional Rent"). Sublessee agrees to pay to Sublessor as Additional Rent hereunder its Pro Rata Share of all such Additional Rent charged to Sublessor by Landlord under the Lease commencing on the Rent Commencement Date subject to a maximum annual increase of [*] over the amount of actual Additional Rent paid by Sublessee for the previous year. As of the date hereof, Sublessor is paying Landlord on a monthly basis the sum of [*] per rentable square foot as Additional Rent. Sublessor shall provide Sublessee with full and complete copies of all Expense Statements provided to Sublessor by Landlord under Section 4(c) of the Lease promptly following Sublessor's receipt of the same from Landlord. In addition, Sublessee shall pay (i) its Pro Rata Share of all other sums which Sublessor is obligated to pay under the Lease except those sums (A) resulting from a default by Sublessor under the Lease unless caused in whole or in part by ------------------ * Confidential treatment requested. Redacted Sublessee, and (B) that are not related in whole or in part to the portion of the Premises then occupied by Sublessee, and (ii) any additional charges and expenses imposed by Landlord pursuant to the terms of the Lease and related specifically to Sublessee's use and occupancy of the Premises during the Term. All the foregoing shall be considered "Additional Rent" and Sublessee shall pay such Additional Rent in accordance with the time for payment set forth in the Lease provided Sublessee has received notice that any such amounts are due. To the extent permitted under the Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Sublessee may demand an audit of Landlord, the Basic Rent payable under this Lease for each year 's books and records in accordance with Section 4(e) of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by TenantLease, at TenantSublessee's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except as otherwise specifically provided In addition to Minimum Monthly Rent, commencing on the Rental Commencement Date Sublessee shall pay to Sublessor, in Section 7.1 advance, on the first day of this Leaseeach calendar month, estimated payments for the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year amount of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility chargesreal property taxes, maintenance, repair repair, management, insurance, common area utilities and replacement expenses, all expenses relating other charges attributable to compliance with lawsand/or accruing against the Sublease Premises and the related common areas for the Sublease Term, and all other costspayable by Sublessor under the Master Lease. The 1998 estimated payments are broken down as follows: Maintenance/Management $1.53/sf/yr $0.1275/sf/mo $4,082.93/mo Real Property Taxes $1.53/sf/yr $0.1275/sf/mo $4,082.93/mo Insurance $0.30/sf/yr $0.025/sf/mo $ 800.58/mo At the end of the calendar year, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating Sublessor shall reconcile the actual expenses for the Sublease Premises as compared to the operation estimated payments made throughout the preceding calendar year and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder there shall be paid an adjustment between Sublessor and Sublessee, with payment to Sublessor or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything credit to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with Sublessee against the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on Additional Rent, as the basis of the number of days within such calendar month and paid case may require, within ten (10) days after Sublessor's delivery of such reconciliation to Sublessee. It is the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and parties' intent that Sublessee shall pay to Sublessor, as Additional Rent are sometimes collectively referred to as "Rent" hereunder, any and all charges, fees, impositions and payments of any kind whatsoever due or "rentowing by Sublessor under the Master Lease; provided, however, that Sublessee shall not be responsible for paying any charges, fees, or payments resulting solely from the negligence of Sublessor or breach of this Sublease by Sublessor."

Additional Rent. Except The parties acknowledge and agree that the Leases are on a “triple net” basis, with amounts collected from the Lessees for the Property as otherwise specifically provided in Section 7.1 additional rent being applied to (or accrued for) the payment of this Leasetaxes, assessments and operating expenses for the Property on a cash basis. Therefore, additional rent for such operating expenses (including all amounts accrued for real estate taxes) that have been received by Seller and are applicable to Buyer’s period of ownership on a cash basis, less amounts paid through the Close of Escrow, shall be credited to Buyer upon the Close of Escrow. With respect to any vacant spaces at the Property for the one year period prior to the Close of Escrow, the Basic Rent Seller shall be responsible for including in the credit of additional rent of such operating expenses all amounts that would have been received by Seller had such vacant space(s) been leased to tenants on the same triple-net basis as the other spaces and otherwise subject to Landlord so the provisions set forth in the immediately preceding sentence. The aforementioned proration provisions assume that this Lease shall yield, net to Landlord, there is no deficiency in the Basic Rent payable under this Lease amounts collected by Seller for each year additional rent from the tenants of the Term Property to satisfy obligations through the Close of this Lease Escrow. To the extent there is any deficiency, Buyer will collect such amounts (other than the amounts attributable to Seller for any vacant spaces) from the applicable tenants in the same manner as rent that needs to be collected after the Close of Escrow under Section 11(c) hereof. Buyer shall then be responsible for reconciling with each of the Lessees under the Leases at the end of the year or other period as appropriate any overpayments or deficiencies (other than as provided immediately above) for such amounts. The prorations referenced above shall be initially performed at the Close of Escrow but shall be subject to further adjustment and that all proration in cash after the Close of Escrow as and when complete and accurate information becomes available, if such information is not available at the Close of Escrow (except with respect to the vacant spaces). Sellers and Buyer agree to cooperate and use their commercially reasonable efforts to make such adjustments not later than one hundred twenty (120) days after the Close of Escrow (or as soon thereafter as may be practicable, with respect to common area maintenance and other additional rent charges (including pass-throughs for real estate and personal property taxes and special assessments) payable by Tenant Lessees under this the Leases) and shall again cooperate to make any additional adjustments that may be required in connection with any year end reconciliations made in connection with any Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating requirements. The parties shall immediately pay any amounts that are owing following Seller’s delivery of the reconciliations provided above. The foregoing reconciliation provisions shall specifically apply with respect to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating any invoices received by Seller subsequent to the operation and use Close of Escrow that are in the Premisesname of Seller, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant Property (and would be subject to reimbursement as part of all additional rent under the termsLeases), covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums are paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional RentSeller." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except as Unless otherwise specifically provided stated in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable any charge under this Lease for each year of the Term of this Lease and that all charges other amounts payable by Tenant to Landlord or to third parties as required by this lease which are not specifically denominated as “rent" shall be payable as and shall be deemed to be additional rent. Such sums and amounts shall be payable, without notice, deduction or offset, as and when provided under this Lease for Property TaxesLease, insurance premiumsunless no date is specified, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) in which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder case such sums shall be paid or discharged by Tenant, at Tenant's sole cost and expensepayable together with each installment of Base Rent payable hereunder. Tenant shall be responsible for a Proportionate Share of Operating Expenses in accordance with the term as set forth in this Lease. Notwithstanding anything in this lease to the contrary, Tenant shall not be liable for and responsible to Landlord for all items comprising additional rent under this Lease after the earlier of (i) the date Tenant opens for business; or (ii) the Rent Commencement Date. Taxes, insurance and other items of additional rent shall be prorated in an equitable manner. Notwithstanding the foregoing sentence, Tenant shall also be liable for additional rent for the costs of any insurance required pursuant to this Lease after the effective date of this Lease for any property management fees liability insurance or earthquake insurance premiums paid course of construction insurance. No payment by Tenant, or receipt by Landlord, of a lesser amount than the Rent and/or Additional Rent herein provided shall be deemed to be other than on account of the earliest Rent due and payable hereunder, nor shall any endorsement or statement on any check, or letter accompanying any check or payment, as Rent be deemed an accord and satisfaction. Landlord during may accept any such check or payment without prejudice to Landlord's right to recover the Term balance of such Rent or pursue any other right or remedy provided in this Lease. Except Casimir-Quince, LLC, Lease Agreement Page 5 of 36 3.01 Additional Rent as otherwise provided in Section 7.1 Monthly Rent: (a) Commencing as of the Rent Commencement Date and continuing during each calendar year or 14.9 part thereof during the term of this Lease, Tenant shall pay to Landlord, as additional rent, Tenant’s Percentage Share (as hereinafter defined) of all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff Operating Expenses (as hereinafter defined) paid or deduction whatsoever. All charges payable incurred by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within Landlord in such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or year. (b) Commencing as of the Rent Commencement Date. Basic Rent Date and Additional Rent are sometimes collectively referred continuing during each calendar year or part thereof during the term of this Lease, Tenant shall pay to Landlord, as "Rent" additional rent, Tenant’s Percentage Share of all Property Taxes (as hereinafter defined) paid or "rentincurred by Landlord in such calendar year."

Additional Rent. Except as otherwise specifically provided In addition to paying the Base Rent specified in Section 7.1 Article 3 of this Lease, Tenant shall pay “Tenant’s Share” (as defined in Exhibit B) of (a) the Basic annual “Operating Expenses” (as defined in Exhibit B) which are in excess of the amount of Operating Expenses applicable to the “Base Year” (as defined in Exhibit B). and (b) the annual “Tax Expenses” (as defined in Exhibit B) which are in excess of the amount of Tax Expenses applicable to the Base Year; provided, however, that in no event shall any decrease in “Direct Expenses” (as defined in Exhibit B) for any Expense Year below Direct Expenses for the Base Year entitle Tenant to any decrease in Base Rent shall be net or any credit against sums due under this Lease. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord so that this Lease shall yield, net pursuant to Landlord, the Basic Rent payable under this Lease for each year of the Term terms of this Lease (other than Base Rent), are hereinafter collectively referred to as the “Additional Rent”, and that all charges payable by Tenant the Base Rent and the Additional Rent are herein collectively referred to as “Rent.” All amounts due under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except Article 4 as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor for the same periods and without any right in the same manner as the Base Rent or as otherwise specifically set forth in this Lease. The obligations of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all to pay the Additional Rent provided for in this Article 4 shall be paid with survive the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis expiration of the number of days within Lease Term for a period not to exceed one (1) year; provided, however, that the one (1) year period shall not apply to assessments for Tax Expenses received by Landlord after such calendar month and paid within ten one (101) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentyear period."

Additional Rent. Except Commencing on the First Phase RCD (or, in the case of Tenant's obligations under Section 3.2(a) below, on January 1, 2008) and continuing throughout the remaining Lease Term, in addition to the Base Monthly Rent and to the extent not required by Landlord to be contracted for and paid directly by Tenant, Tenant shall pay to Landlord as otherwise specifically additional rent (the "Additional Rent") the following amounts: (a) An amount equal to Tenant's Share of the Property Operating Expenses (as defined below) for any Expense Year (as defined below) that are in excess of the Property Operating Expenses for the Base Year. The amount by which the Property Operating Expenses for any given Expense Year exceed the Property Operating Expenses for the Base Year is sometimes referred to herein as the "Property Operating Expenses Increase". In respect of any Expense Year which is partly within and partly without the Lease Term, Tenant's Share of the Property Operating Expenses Increase shall be prorated to correspond to that portion of the Expense Year occurring within the Lease Term. Landlord reserves the right to change from time to time the methods of billing Tenant for any given Property Operating Expenses or the periodic basis on which such expenses are billed, provided in Section 7.1 that Landlord shall not institute any such changes more than twice (as to each item) during any calendar year. (b) Landlord's share of the 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 this Lease; and (d) Any other charges, interest, reimbursements or other sums due Landlord pursuant to the terms of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except (a) It is the intention of the LANDLORD and the TENANT that all costs, expenses, and obligations of every kind relating to the leased property (except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Optionlease) which may arise or become due during the Term or by reason of events occurring during the Term term of this Lease or which relate to the performance by Tenant lease, excepting payments of all the termsprincipal and interest on any mortgage, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid by the TENANT, and that the LANDLORD shall be indemnified by the TENANT against such costs, expenses and obligations. The TENANT shall pay any and all expenses which affect the Demised Premises generally as set forth herein. Any expenses which directly affect only the portion of the Demised Premises leased to TENANT and any expenses which result solely from acts or discharged omissions of TENANT shall be payable by Tenant, at Tenant's sole cost and expenseTENANT. Notwithstanding anything The rent shall be paid to the contraryLANDLORD without notice or demand and without abatement, Tenant deduction, or setoff (except as otherwise specifically provided for in this Lease). The rent shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord in equal monthly installments in advance on the first day of each calendar month during the Term term of this Lease. Except The following costs, expenses, and obligations shall be deemed to be additional rent payable according to the terms of this paragraph (a). (i) The TENANT shall pay all assessments, water and sewer charges, and other governmental levies against the leased property, including any and all fees levied against the Demised Premises by the City of Springfield. In the event TENANT fails to pay any of the aforesaid when due, the LANDLORD shall have the right to make such payment(s) on behalf of the TENANT and thereafter deem any such payment made as otherwise provided additional rent payable in Section 7.1 accordance with paragraph (a). (ii) The TENANT shall furnish to the LANDLORD official receipts or 14.9 other satisfactory proof of payment for all items required to be paid within a reasonable time after demand by the LANDLORD. (iii) All sums (other than the fixed rent) which may be due and payable or are to be deposited by the LANDLORD under this Lease shall be payable on demand and shall be deemed to be additional rent hereunder. (iv) The LANDLORD appoints the TENANT the attorney-in-fact of the LANDLORD for any purpose of making all payments to be made by the TENANT pursuant to any of the provisions of this Lease to persons other than the LANDLORD. In case any person to whom any sum is directly payable by the TENANT under any of the provisions of this Lease shall refuse to accept payment of such sum from the TENANT, the TENANT shall thereupon give written notice of such fact to the LANDLORD and shall pay such sum directly to the LANDLORD, who shall thereupon pay such sum to such person. (b) In the event that the TENANT shall fail to deliver to the LANDLORD certificates of insurance as so ordered in Article IX herein, the LANDLORD may cause such insurance to be issued and bills for the premiums therefor shall be rendered by the LANDLORD to the TENANT at such times as the LANDLORD may elect, and shall be due from and payable by the TENANT when rendered and the amount thereof shall be deemed to be, and paid as, additional rent. (c) All taxes, charges, costs and expenses which the TENANT is required to pay hereunder, together with all interest and penalties that may accrue thereon in the event of the TENANT’S failure to pay such amounts, and all damages, costs and expenses which the LANDLORD may incur by reason of any default of the TENANT or failure on the TENANT’S part to comply with the terms of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor deemed to be additional rent and, in the event of nonpayment by the TENANT, the LANDLORD shall have all the rights and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid remedies with respect thereto as the next installment of Basic Rent falling due. Rent LANDLORD has for any partial month shall be prorated on the basis nonpayment of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "fixed rent."

Additional Rent. Except All monies other than Base Rent required to be --------------- paid by Subtenant under this Sublease, including, without limitation, any amounts payable by Sublandlord to the Master Landlord as otherwise specifically provided "Additional Rent" (as defined in Section 7.1 Paragraph 3B of this the Master Lease), the Basic Rent shall be net deemed additional rent to be paid by Subtenant ("Additional Rent"). Base Rent and Additional Rent hereinafter collectively shall be referred to as "Rent". All amounts payable by Sublandlord to the Master Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year as "Additional Rent" (as defined in Paragraph 3B of the Term of this Master Lease) are referred to herein as "Master Lease Additional Rent". Subtenant shall pay all Master Lease Additional Rent as and that all charges when the same are due and payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use Master Landlord under the Master Lease. Subtenant shall be entitled to all credits, if any, given by the Master Landlord to Sublandlord for Sublandlord's overpayment of Master Lease Additional Rent to the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring extent such overpayment is fairly allocable to Master Lease Additional Rent accruing during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expenseSublease. Notwithstanding anything to the contrary, Tenant Subtenant shall not be responsible for required to pay any property management fees Master Lease Additional Rent that is (i) fairly allocable to any period of time prior to the Delivery Date or earthquake insurance premiums paid after the Expiration Date, or (ii) payable solely as a result of a default by Landlord during Sublandlord under the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Master Lease, which default is not the result of any failure of Subtenant to fully and timely observe, perform and discharge all payments obligations imposed on Subtenant by this Sublease (including, without limitation, the obligation of Basic Rent Subtenant, at Subtenant's sole cost, fully to restore the Premises and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable otherwise surrender the Premises in the condition required by Tenant other than Basic Rent, however denoted, are called "Additional Rentthe Master Lease)." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except as otherwise specifically provided in Section 7.1 In addition to the Base Rent, beginning on the Sublease Term Commencement Date and continuing throughout the Sublease Term thereafter, Subtenant shall pay Additional Rent (hereinafter defined) to Sublandlord. For purposes of this Sublease, “Additional Rent” shall mean any and all amounts required to be paid by Subtenant under this Sublease, other than Base Rent, including the actual, out-of-pocket, reasonable expenses incurred by Sublandlord on behalf of Subtenant under the terms of this Sublease. Additional Rent shall include (without limitation) Subtenant’s Share of Operating Expenses (hereinafter defined), as such term “Operating Expenses” is defined in the Lease, . “Subtenant’s Share of Operating Expenses” shall mean eleven and seventy-eight hundredths percent (11.78%) based on the Basic ratio of the rentable area of the Subleased Premises to the rentable area of all premises in the Project as set forth in the Lease. Additional Rent shall be net to Landlord so that this Lease shall yieldpayable in the same manner and upon the same terms and conditions as the Base Rent. Base Rent, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with lawsAdditional Rent, and all other amounts payable by Subtenant to Sublandlord hereunder are collectively referred to herein as “Rent.” In the event of a default in the payment of Additional Rent, Sublandlord shall have the same remedies as for a default in the payment of Base Rent. Subtenant acknowledges and agrees that it is intended that this is a net sublease that is completely carefree to Sublandlord; that Sublandlord is not responsible during the Sublease Term for any costs, fees, charges, expenses, reimbursements and obligations outlays of every kind and any nature whatsoever arising from or relating to the operation and use of the Subleased Premises, and/or or the Expansion Land (defined below) (whether use and occupancy thereof, or not Tenant has exercised the Expansion Land Option) which may arise contents thereof, or become due during the Term or by reason business carried on therein; and Subtenant shall pay all charges, expenses, costs, and outlays of events occurring during the Term of this Lease or which relate every nature and kind relating to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional RentSubleased Premises." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except as otherwise specifically provided in Section 7.1 In addition to the Base Rent, commencing on the Rent Commencement Date and thereafter throughout the Term of this the Sublease, Subtenant shall pay Subtenant's Proportionate Share (defined below) of Additional Rent which Sublandlord is obligated to pay to Master Landlord under the Master Lease (“Operating Expenses”) with respect to the Term, including, but not limited to, Master Landlord’s monthly management fee equal to three percent (3%) of Sublandlord’s “Base Monthly Rent” under the Master Lease, the Basic Rent property taxes, insurance premiums and maintenance costs. All Operating Expenses and other sums payable by Subtenant hereunder shall be net deemed to be Additional Rent. Notwithstanding the foregoing, Subtenant shall not be obligated to pay for those sums which (x) result from a default by Sublandlord under the Master Lease, except to the extent caused by the acts or omissions of Subtenant or (y) are not related in whole or in part to the Sublease Premises. Subtenant’s “Proportionate Share” shall be one hundred percent (100%) as Subtenant is subleasing the entire premises leased by Sublandlord under the Master Lease. Said sums (including any estimates of such sums) shall be paid to Sublandlord at the times required pursuant to the terms and conditions of the Master Lease. The estimated Operating Expenses for the calendar year 2016 is $14,660.10 per month. Subject to and without limiting the exclusions set forth above in this Section 5, Subtenant shall also be responsible to pay for any additional charges and expenses imposed by Master Landlord so that pursuant to the terms of the Master Lease and related specifically to Subtenant’s use and occupancy of the Sublease Premises during the Term. All sums payable pursuant to this Lease section shall yield, net to Landlord, the Basic be considered Additional Rent payable under this Lease Sublease and Sublandlord shall have all rights and remedies available hereunder for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating failure to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "pay such Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. 3.2.1 Except as otherwise specifically expressly provided in this Lease (including, without limitation, as provided with respect to Capital Repair Costs in Section 7.1 of this Lease11.2.2), the Basic Base Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that thus all charges payable by Tenant under this Lease for Property Taxesimpositions, insurance premiums, utility charges, maintenance, repair and replacement expenses, payments or charges under covenants, conditions and restrictions now or hereafter of record, all expenses relating to compliance with lawsLegal Requirements, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land Premises (defined below) (whether or not Tenant has exercised the Expansion Land Optionexcepting only Landlord’s obligations expressly set forth in this Lease) which may arise or become due to Landlord or third parties during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's ’s sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, expense (all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Base Rent, however denoted, are called "hereinafter being collectively referred to as “Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due”). Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Base Rent and Additional Rent are sometimes hereinafter collectively referred to as "“Rent" ” or "rent“Rents."” 3.2.2 Together with, and in addition to, any payment of Rent or other sum(s) payable to or for the benefit of Landlord under this Lease, Tenant shall pay to Landlord, further as Additional Rent, a sum equal to the aggregate of any excise, sales, occupancy, franchise, privilege, rental, or transaction privilege tax on, or of any similar tax now or in the future levied, assessed, or imposed by any governmental authority upon, Landlord or the Premises as a result (and to the extent) of payments comprising Rent under this Lease, or as a result of Tenant’s use or occupancy of the Premises.

Additional Rent. The lease of the Facility is what is commonly called a “triple net lease.” Except as expressly provided otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expensesAgreement, all expenses relating to compliance incurred by Lessor or Lessee in connection with lawsthe Facility after the Occupancy Date, including insurance premiums (inclusive of premium financing and brokerage commissions), expenses under the Project Documents and the Project Governmental Approvals, Taxes (other than Lessor’s Taxes), credit support costs, and all other management, operating and maintenance expenses of Lessee, shall be for the account of Lessee. All of such charges, costs and expenses for which L▇▇▇▇▇ is responsible hereunder, if not paid by L▇▇▇▇▇, shall constitute additional rent (“Additional Rent”), even though not necessarily payable to Lessor, and upon the failure of Lessee to pay when due any of such costs, fees, charges, charges or expenses, reimbursements Lessor shall have the same rights and obligations remedies as otherwise provided in this Lease Agreement for the failure of every kind and nature whatsoever relating Lessee to make any Rent Payment. Notwithstanding the operation and use foregoing, in no event shall any of the Premisescosts, and/or charges or expenses set forth herein be charged to Lessee more than once hereunder, and only in the Expansion Land (defined below) (whether event that Lessor pays such costs, charges or not Tenant has exercised the Expansion Land Option) which may arise expenses directly and seeks reimbursement thereof from Lessee shall Lessee be obligated to pay such costs, charges or become due during the Term or by reason of events occurring during the Term of this Lease or which relate expenses to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder Lessor. Lessor shall be paid or discharged by Tenant, at Tenant's sole cost and expenseinvoice Lessee for any Additional Rent in accordance with Section 6.1. Notwithstanding anything contained herein to the contrary, Tenant the following costs shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except considered operating expenses and shall not be passed through to Lessee as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent hereunder (but shall be payable without previous demand therefor and without any right in no way affect the calculation of setoff Base Rent or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional RentPerformance Rent hereunder): [***] [***]." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except as Unless otherwise specifically provided stated in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable any charge under this Lease for each year of the Term of this Lease and that all charges other amounts payable by Tenant to Landlord or to third parties as required by this lease which are not specifically denominated as “rent" shall be payable as and shall be deemed to be additional rent. Such sums and amounts shall be payable, without notice, deduction or offset, as and when provided under this Lease for Property TaxesLease, insurance premiumsunless no date is specified, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) in which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder case such sums shall be paid or discharged by Tenant, at Tenant's sole cost and expensepayable together with each installment of Base Rent payable hereunder. Tenant shall be responsible for a Proportionate Share of Operating Expenses in accordance with the term as set forth in this Lease. Notwithstanding anything in this lease to the contrary, Tenant shall not be liable for and responsible to Landlord for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless items comprising additional rent under this Lease provides otherwiseafter the earlier of (i) the date Tenant opens for business; or (ii) the Rent Commencement Date. Taxes, all Additional Rent shall be paid with the next installment insurance and other items of Basic Rent falling due. Rent for any partial month additional rent shall be prorated in an equitable manner. Notwithstanding the foregoing sentence, Tenant shall also be liable for additional rent for the costs of any insurance required pursuant to this Lease after the effective date of this Lease for any liability insurance or course of construction insurance. No payment by Tenant, or receipt by Landlord, of a lesser amount than the Rent and/or Additional Rent herein provided shall be deemed to be other than on the basis account of the number earliest Rent due and payable hereunder, nor shall any endorsement or statement on any check, or letter accompanying any check or payment, as Rent be deemed an accord and satisfaction. Landlord may accept any such check or payment without prejudice to Landlord's right to recover the balance of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord Rent or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" pursue any other right or "rentremedy provided in this Lease."

Additional Rent. Except Any and all other sums of money or charges required to be paid by Tenant pursuant to the provisions of any Section of this Lease, whether or not the same be so designated, ▇▇▇▇▇ be considered as otherwise specifically “Additional Rent.” If such amounts or charges are not paid at the time provided in Section 7.1 this Lease, they shall nevertheless, be collectible as Additional Rent with the next installment of Minimum Rent thereafter falling due hereunder, but nothing herein contained shall be deemed to suspend or delay the payment of any amount of money or charges as the same become due and payable hereunder or limit any other remedy of Landlord. In the event of disagreement between the Landlord and the Tenant with regard to the manner of calculation or amount payable as Additional Rent pursuant to Articles 5, 6 and1 of this Lease, the Basic Rent Tenant will make payment in accordance with any notice given by the Landlord, but the disagreement shall immediately be referred by the Landlord for detennination by one or more of the Landlord=s accountants, architect, insurance broker or other professional consultant (such as may be, in the reasonable opinion of the Landlord, best infonned and qualified to detem1ine the difference on a basis equitable to both parties) who shall be net deemed to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease be acting as experts and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with lawsnot arbitrators, and all other costs, fees, charges, expenses, reimbursements a determination signed by the selected expert(s) shall be final and obligations of every kind binding upon the Landlord and nature whatsoever relating Tenant. Any adjustment required to any previous payment made by the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during any such detennination shall be made within 14 days thereof. Expenses incurred for said consultants by Landlord shall be the Term responsibility of this Lease or which relate the Tenant should it be determined that no adjustment be made to the performance by Tenant of Additional Rent in the Tenants favor. If any rent or Additional Rent set forth hereunder is not paid on or before the due date on two (2) separate occasions, then at Landlord’s option, Landlord may demand thereafter that all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent rent and Additional Rent be paid quarterly in advance. Nothing shall be payable without previous demand therefor and without construed herein as requiring Landlord to accept any right of setoff rent or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with as rendered after the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentdue date."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and All Additional Rent shall be due and payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis to Landlord in lawful money of the number United States, at Landlord’s address set forth in Item 1 of days within the Basic Lease Provisions or at such calendar month and paid other place as Landlord may from time to time designate, without abatement, deduction, claim or offset, within ten (10) days of receipt of Landlord’s invoice or statement for same, or, if this Lease provides another time for the later payment of (a) invoice from Landlord or (b) certain items of Additional Rent, then at such other time. Notwithstanding the Commencement Date. Basic Rent and foregoing, Additional Rent are sometimes collectively referred for Tenant's Share of Operating Expenses shall be payable on the first (1st) day of each calendar month of the Term, without abatement, deduction, claim or offset. Notwithstanding anything to the contrary contained herein and provided that Tenant faithfully performs all of the terms and conditions of this Lease, and no default by Tenant occurs hereunder beyond any applicable notice and cure period, Landlord hereby agrees that Tenant shall not be required to pay Tenant's Share of Operating Expenses during the Abatement Period. It is estimated that the total amount of Tenant's Share of Operating Expenses abated during the Abatement Period will be equal to $74,000.00. Except as "provided in the second paragraph of Section 4.1 above, during the Abatement Period, Tenant shall still be responsible for the payment of all of its other monetary obligations under this Lease including all Additional Rent" or "rent. In the event of a default by Tenant under the terms of this Lease that results in termination of this Lease in accordance with the provisions of Article XIX hereof, then as a part of the recovery set forth in Article XV of this Lease, Landlord shall be entitled to the immediate recovery, as of the day prior to such termination, of Tenant's Share of Operating Expenses that was abated under the provisions of this Section 4.2."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease(a) Subtenant shall pay Sublandlord, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of receipt of written demand for same, for any Additional Rent (as defined in the later Master Lease), expressly including payments of (a) invoice from Direct Expenses and Estimated Direct Expenses, payable by Sublandlord to Master Landlord in respect of the Sublease Premises for the term of this Sublease. Subtenant shall have the same audit rights with respect to Statements, Estimates or other statements regarding Direct Expenses or Estimated Direct Expenses provided by Master Landlord to Sublandlord as Sublandlord has under Section 4.6 of the Master Lease which rights shall be exercised by Sublandlord on Subtenant’s and its own behalf; and any such estimates or statements shall be binding as between Sublandlord and Subtenant to the same extent that such estimates or statements are binding as between Master Landlord and Sublandlord; provided that Subtenant shall reimburse Sublandlord for any and all costs and expenses actually incurred by Sublandlord in connection with such audit, and such costs shall be deemed Sublease Rent hereunder. The intent of the parties is that all payments of Additional Rent, including all Direct Expenses, payable under the Master Lease will be passed through to Subtenant during the Sublease Term. Notwithstanding the foregoing, any Additional Rent payable for any partial month during the Sublease Term shall be prorated on a daily basis based on the actual number of days in such month. The terms of this Section 5.2 shall survive and remain in full force and effect notwithstanding the expiration or earlier termination of the Sublease Term. Subtenant shall pay all taxes applicable to Subtenant’s personal property or any other taxes that are otherwise Sublandlord’s responsibility, as tenant, under the Master Lease. (b) Sublandlord represents that the Commencement Date. Basic Rent and current recurring charges on account of Additional Rent are sometimes collectively referred approximately as follows: (i) common area charges, which include utilities are approximately $1.39/sf per month, (ii) insurance and affiliated charges are approximately $0.16/sf per month, and (iii) real property taxes are approximately $0.48/sf per month. Additionally, janitorial services are provided separately from the property manager and are invoiced directly to as "Sublandlord on a monthly basis. (c) Promptly following receipt from Master Landlord, Sublandlord shall send a copy of any ▇▇▇▇ or statement for Direct Expenses or Estimated Direct Expenses to Subtenant, along with copies of any other supporting documentation received from Master Landlord, which statement shall set forth the amount of the Direct Expenses and Estimated Direct Expenses payable by Subtenant and the manner in which it was derived. If and to the extent Sublandlord receives a refund from Master Landlord of any Direct Expenses and Estimated Direct Expenses or any other charge paid by Subtenant under this Sublease, Sublandlord shall credit such refund against the Sublease Rent" . This provision shall survive the expiration or "rentany earlier termination of this Sublease."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year As part of the Term consideration for the execution of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with lawsAgreement, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating in addition to the operation Base Rent specified above, Tenant covenants and use agrees to pay, as additional rent (the "Additional Rent"), Tenant's pro rata share of the Premises, and/or the Expansion Land Operating Expenses (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason as hereinafter defined). The estimated Operating Expenses for 2015 are $2.15 per square foot of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expenserentable area. Notwithstanding anything to the contrary, Tenant Controllable Operating Expenses for any year in the Term shall not be responsible for any property management fees or earthquake insurance premiums paid increase by Landlord during more than eight percent (8%) over the Term of this Leaseprior year. Except as otherwise provided in Section 7.1 or 14.9 For purposes of this Lease, "Controllable Operating Expenses" shall mean all payments Operating Expenses except for Taxes (defined in Paragraph 2 of Basic Rent Exhibit "B") and Additional Rent Insurance (defined in Paragraph 2 of Exhibit "B"). Tenant's pro rata share shall be payable a fraction, the numerator of which is the rentable area in the Leased Premises and the denominator of which is rentable area in the Building. A. All Operating Expenses shall be computed on the accrual basis. The term "Operating Expenses" as used herein shall mean all expenses, costs and disbursements in connection with the ownership, operation, management, maintenance and repair of the Building, related pedestrian walkways , landscaping, fountains, roadways and parking facilities, and such additional facilities to service any of the foregoing in subsequent years as may be necessary or desirable in Landlord's discretion, including, without previous demand therefor limitation, the costs, charges, and without any right expenses incurred with respect to the items enumerated as "Operating Expense Examples" in Paragraph 2 of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called Exhibit "Additional Rent.B" Unless to this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling dueAgreement. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to Operating Expenses will not include those items enumerated as "RentOperating Expense Exclusions" or in Paragraph 1 of Exhibit "rentB" to this Lease Agreement."

Additional Rent. Except as otherwise specifically provided in Section 7.1 All sums due from Subtenant to Sublandlord or to any third party under the terms of this LeaseSublease (other than Base Rent) shall be additional rent (“Additional Rent”), including, without limitation, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease FF&E Charges and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility any charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which as they relate to the performance Subleased Premises during the Sublease Term, that are billed to Sublandlord by Tenant Master Landlord or a third party other than costs under Exhibit C of all the termsMaster Lease Agreement or charges (such as late charges) assessed as a result of Sublandlord’s requests for special services not requested by Subtenant or costs or Sublandlord’s failure to comply with the Master Lease Agreement, covenantsunless such failure was caused by Subtenant. Subtenant shall be responsible for paying, conditions as Additional Rent, Subtenant’s Share of the charges for “Operating Expenses,” as defined in Section 5 of the Master Lease Agreement, and agreements “Taxes,” as defined in Section 9 of the Master Lease Agreement. As used herein, Subtenant’s Share of Operating Expenses for the Building shall be the rentable square footage of the Subleased Premises divided by the rentable square footage of the Building, and is estimated to be performed9.24%, paid or observed by Tenant hereunder subject to adjustment pursuant to Section 5 of the Master Lease Agreement. All Additional Rent that is payable to Sublandlord shall be paid or discharged by Tenantat the time and place provided herein for payment of Base Rent, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except except as otherwise provided in Section 7.1 this Sublease or 14.9 instructed by Sublandlord in writing or set forth in the Master Lease Agreement. Sublandlord will have the same remedies for a default in the payment of this Leaseany Additional Rent as for a default in the payment of Base Rent. Together, all payments of Basic Base Rent, Additional Rent and Additional any other sums due hereunder from Subtenant are sometimes referred to in this Sublease as “Rent”. Any time Rent abates under the Master Lease Agreement, Rent otherwise required to be paid to Sublandlord under this Sublease (and not waived hereunder) shall ▇▇▇▇▇ proportionally to the extent Subtenant is prevented from, and does not actually use the Subleased Premises as set forth in the Master Lease Agreement, as incorporated herein. Subtenant shall be payable without previous demand therefor entitled to all credits, if any, given by Master Landlord to Sublandlord for Sublandlord’s overpayment of such amounts, to the extent that such payments relate to the Subleased Premises. Upon Subtenant’s reasonable request and without any at Subtenant’s expense, Sublandlord shall exercise its right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis to audit Operating Expenses under Section 5 of the number of days within such calendar month Master Lease Agreement and paid within ten (10) days of share the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentresults with Subtenant."

Additional Rent. Except Commencing on the Commencement Date and continuing throughout the Lease Term, Tenant shall pay, as otherwise specifically additional rent Tenant’s Allocated Share of Operating Expenses as provided in Section 7.1 Article 6, and subject to the terms of this Lease, commencing on the Basic Commencement Date and continuing throughout the Lease Term, Tenant shall pay to Landlord all other Additional Rent. As used any this Lease, “Additional Rent” shall mean, collectively, (a) any late charges due Landlord pursuant to paragraph 3.4, (b) Tenant’s Allocated Share of Operating Expenses as provided in Article 6, (c) Tenant’s Allocated Share of Real Property Taxes as provided in paragraph 8.2, (d) Landlord’s share of any consideration received by Tenant from Transfers as provided in paragraph 14.1, and (e) any other charges due Landlord pursuant to this Lease. Landlord, in its reasonable discretion, shall create cost pools, or otherwise reasonably allocate expenses to certain tenants of the Property, in order to equitably allocate expenses among the tenants of the Property. 3.3 Payment of Rent: The Base Monthly Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, paid in advance on or before the Basic Rent payable under this Lease for first day of each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due calendar month during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expenseTerm. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Any Additional Rent shall be due and payable without previous demand therefor and without any right as set forth in this Lease or, if not specifically set forth, within thirty (30) days of setoff or deduction whatsoevera written invoice from Landlord for the same. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with in lawful money of the next installment of Basic Rent falling dueUnited States, without any abatement, deduction or offset whatsoever, except as expressly provided in this Lease, and without any prior demand therefor except as expressly provided in this Lease, to Landlord at its address set forth above or at such other place as Landlord may designate in writing from time to time. Rent for any partial month Tenant’s obligation to pay rent shall be prorated on at the basis commencement and expiration of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement DateLease Term. Basic Base Monthly Rent and Additional Rent are sometimes collectively referred to as "“Rent" or "rent."” All monetary obligations of Tenant to Landlord under the terms of this Lease are deemed to be Rent.

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Leaseherein, all monies required to be paid by Sub-Sublandlord with respect to the Basic Sub-Subleased Premises (other than Base Rent ) under the Master Sublease (as incorporated herein) shall be net paid by Sub-Subtenant hereunder as and when such amounts are due under the Master Sublease (without any markup or administrative fee unless expressly provided herein) which are related to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease any increase in utility expenses for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and after business hours use of the PremisesSub-Subleased Premises and/or related to any increase in the pro rata share of property taxes due to the sale of transfer of the property of which the Sub-Subleased Premises are a part, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of other amounts due under this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid Sub-Sublease within ten (10) days following Sub-Subtenant’s receipt of demand therefor (accompanied by reasonable supporting documentation). All such amounts shall be deemed additional rent (“Additional Rent”). Additional Rent, if applicable, shall not be abated during the first two months of the later of Term. Base Rent and Additional Rent hereinafter collectively shall be referred to as “Rent”. In the event Sub-Sublandlord incurs any out-of-pocket costs or expenses (a) invoice from or is billed by Master Landlord or Master Tenant for items) which are directly attributable to additional services that Sub-Subtenant specifically requests and are furnished to the Sub-Subleased Premises, or utilities furnished to or for the Sub-Subleased Premises for additional utility expenses related to after business hours use during the Term at the request of Sub-Subtenant or with respect to repairs made in the Sub-Subleased Premises during the Term pursuant to the terms of the Master Lease, Master Sublease and this Sub-Sublease, such costs and expenses shall be deemed Additional Rent under this Sub-Sublease, and Sub-Subtenant shall promptly pay Sub-Sublandlord or the applicable provider, as the case may be, the amount of such costs and expenses. Notwithstanding anything to the contrary contained herein, Sub-Subtenant shall not be responsible for the Base Rent, utility expenses or other charges due from Sub-Sublandlord under the terms of the Master Sublease or due from Master Tenant under the Master Lease or any other charges or costs attributable or accruing prior to the Commencement Date, except as set forth in the immediately preceding sentence. Sub-Subtenant will have no obligation to perform any of the obligations of Sub-Sublandlord as “Sublessee” under the Master Sublease or Master Tenant under the Master Lease which accrued prior to the Commencement Date but which have not been performed by Sub-Sublandlord (b) or Master Tenant, as applicable), including without limitation, the obligation to repair any damage to the Sub-Subleased Premises existing as of the Commencement Date, to remove any alterations, additions or improvements performed by or at the direction of Sub-Sublandlord or Master Tenant, to correct any violation of law, ordinance or regulation caused by Sub-Sublandlord or Master Tenant, or to indemnify, defend or hold harmless Sub-Sublandlord, Master Tenant or Master Landlord with respect to matters occurring prior to the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" Sub-Sublandlord shall not be liable for damaged caused or "rentrepairs necessitated by the acts or omissions on Sub-Sublandlord during the Term."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, Commencing on the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, Sublease Commencement Date and continuing throughout the Basic Rent payable under this Lease for each year duration of the Term of this Lease and that all charges payable by Tenant under this Lease for Property TaxesSublease Term, insurance premiumsSubtenant shall pay to Sublandlord, utility chargesas Additional Rent (defined below), maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land both: (1) Subtenant’s Percentage – Project (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all expenses due under the termsLease, covenantsincluding without limitation, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except all Operating Expenses (as otherwise provided defined in Section 7.1 or 14.9 5.1.1 of this the Original Lease), all payments of Basic Rent and Additional Rent such amounts shall be payable without previous demand therefor as and without any right of setoff or deduction whatsoever. All charges when payable by Tenant Sublandlord to Master Landlord; and (2) Subtenant’s Percentage – Building (defined below) of all expenses, costs, and disbursements which Sublandlord shall actually pay or incur in connection with the Lease and/or the operation, repair, maintenance and/or replacement of the Building and calculated assuming the Building is one hundred percent (100%) occupied, including without limitation, all common area maintenance and elevator maintenance charges and fees, and such amounts shall be payable as and when paid or incurred by Sublandlord. “Subtenant’s Percentage – Project” shall mean Subtenant’s percentage of the entire Project as determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Project (i.e., approximately 16.2558%). “Subtenant’s Percentage – Building” shall mean Subtenant’s percentage of the entire Building as determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building (i.e., approximately 48.7522%). “Additional Rent” shall mean all sums other than Basic RentBase Sublease Rent payable by Subtenant to Sublandlord under this Sublease, however denotedincluding without limitation: Operating Expenses; common area maintenance and elevator maintenance charges and fees; late charges; overtime or excess service charges; damages; interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall not request or utilize overtime or excess services without Sublandlord’s prior consent. If Sublandlord consents to such overtime or excess services, are called "Additional Rent." Unless this Subtenant shall be solely responsible for the cost thereof. Because the Lease provides otherwise, all Additional Rent shall be paid with for the next installment payment by Sublandlord of Basic Rent falling due. Rent for any partial month shall be prorated Operating Expenses on the basis of an estimate thereof, as and when adjustments between estimated and actual Common Area Operating Expenses are made under the number Lease, the obligations of days within Sublandlord and Subtenant hereunder shall be adjusted in a like manner; and if any such calendar month and paid within ten (10) days adjustment shall occur after the expiration or earlier termination of the later Sublease Term, then the obligations of (a) invoice from Landlord Sublandlord and Subtenant under this Section 4.2 shall survive such expiration or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "renttermination."

Additional Rent. Except as otherwise specifically provided in Section 7.1 In addition to the Base Rent due pursuant to --------------- Paragraph 5.1 of this Sublease, but otherwise Subject to the terms hereof, Sublessee shall pay to Sublessor the additional rent (excluding the difference between basic monthly rent payable under the Lease and Base Rent payable hereunder) required to be paid by Sublessor to Lessor pursuant to Paragraphs 31 and 35 of the Lease (as modified by Paragraphs 9 and 11 hereof), and, following Sublessor's receipt of written notice from Sublessee, Sublessor shall pay such additional amounts required to be paid under any other provision of this Sublease, for the period commencing on the Commencement Date and continuing through the expiration of the Sublease term ("Additional Rent"). Additional Rent shall include all utilities and services described in Paragraph 37 of the Lease, which shall be paid by Sublessee directly to the Basic providers of such services. Additional Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that also include all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair costs and replacement expenses, expenses and other sums which Sublessee is required to pay hereunder (together with all expenses relating interest and charges that may accrue thereon in the event of Sublessee's failure to compliance with lawspay the same to the extent payable hereunder), and all other costsdamages, fees, charges, expenses, reimbursements costs and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) expenses which Sublessor may arise or become due during the Term or incur by reason of events occurring during the Term of this Lease or which relate to the performance any default by Tenant of all the terms, covenants, conditions and agreements Sublessee shall be deemed to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expenseAdditional Rent hereunder. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without accrue commencing on the commencement Date. In the event of nonpayment by Sublessee of any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Additional Rent, however denotedSublessor shall have all rights and remedies with respect thereto as Sublessor has for the nonpayment of Base Rent, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with Subject to the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days day notice period provided in Paragraph 30(a) of the later of (a) invoice from Landlord or (b) Lease. Notwithstanding the Commencement Date. Basic Rent and foregoing, Sublessee shall not be required to pay Additional Rent are sometimes collectively referred to as "Rent" or "rentthe extent such amounts become due by reason of a Sublessor's Lease Default, if such default is not cured within such ten (10) day period."

Additional Rent. Except In addition to the Base Rent, TENANT shall pay as otherwise specifically provided in Section 7.1 “Additional Rent” during the term of this Lease and any extension or renewal thereof, any and all sums of money or charges required to be paid by TENANT under the terms of this Lease, the Basic whether designated Additional Rent or not. Such amounts, if not paid when due, shall be net collectible as additional rent with the next installment of Base Rent thereafter falling due and otherwise subject to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term all provisions of this Lease and that all charges payable by Tenant under of law as to default in the payment of rent. It is the intent of this Lease for Property Taxesthat the Lease shall be a “triple net lease” with all costs and expenses of the LANDLORD relative to the Leased Premises, insurance premiumsto be paid by the TENANT either directly or via reimbursement to LANDLORD. As examples of such costs and without limiting the generality of the foregoing, utility chargesthe following sums shall be payable as “Additional Rent”. (a) All costs and expenses of operation, maintenance, repair and replacement expensesof the Leased Premises, including heating, cooling, lighting, cleaning, painting, policing, trash removal and security. (b) Cost and expense of inspecting and servicing of machinery and equipment used in the operation and maintenance of the Leased Premises, including, but not limited to equipment, signage, and personal property taxes and other charges used in connection with such equipment. (c) In general, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements expenses and obligations of every kind and nature whatsoever directly relating to the operation and use of the Leased Premises, and/or the Expansion Land (defined below) (whether or including but not Tenant has exercised the Expansion Land Option) limited to repairs, replacements, etc., which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. (d) All taxes (excluding any estate or income taxes of LANDLORD that may be incurred as a result of ownership of the Leased Premises) assessed or imposed at any time by any city, county or state government upon or against the Leased Premises and or the land of which the Leased Premises form a part, together with any other assessments or charges applicable to the Leased Premises. Except as otherwise provided in Section 7.1 or 14.9 In the event of a reassessment of the Leased Premises by the local County taxing authorities, the LANDLORD shall be obligated for any retroactive tax increase for any period prior to the commencement date of this Lease, all payments of Basic Rent and Additional Rent TENANT shall be payable without previous demand therefor obligated for any retroactive increase from the Commencement Date of this Lease. (e) All regime fees and without any right assessments imposed by The Executive Center Horizontal Property Regime (the “Regime”) and/or The Executive Center Owners’ Association pursuant to the “Master Deed” defined below in Section 17.11; (f) Insurance, including liability insurance for personal injury, death and property damage, insurance against fire, extended coverage, theft and other casualties, insurance against liability for defamation and claims of setoff false arrests occurring in or deduction whatsoever. All charges payable about the Leased Premises, and plate glass insurance; and (g) Management fees incurred by Tenant other than Basic Rent, however denoted, are called "Additional LANDLORD in an amount not to exceed five percent (5%) of Base Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of All monies other than Base Rent required to be paid by Subtenant under this LeaseSublease, including, without limitation, all amounts payable by Sublandlord under the Basic Rent Master Lease with respect to or reasonably allocated to the Subleased Premises shall be net deemed additional rent ("Additional Rent"). Subtenant acknowledges that Sublandlord is required to pay to Master Landlord so "Building Operating Expenses" (as defined in the Master Lease) and estimated payments thereof and adjustments thereto under the Master Lease. In addition to all other Additional Rent set forth in this Sublease, Subtenant shall pay to Sublandlord as Additional Rent hereunder, Subtenant's pro rata share of all of such Building Operating Expenses payable by Sublandlord to Master Landlord. Subtenant's pro rata share shall mean that this Lease amount, expressed as a percentage, equal to the number of square feet included in the Subleased Premises divided by the number of square feet in the Master Premises. Such amounts (including estimated payments thereof and adjustments thereto) shall yieldbe payable by Subtenant no later than two (2) days before the dates the same are due under the Master Lease. Sublandlord shall promptly forward the appropriate invoices received from Master Landlord. Subtenant and Sublandlord agree, net to Landlord, the Basic Rent payable under this Lease for each year as a material part of the Term consideration given by Subtenant to Sublandlord for this Sublease, that Subtenant shall pay Subtenant's pro rata share of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements taxes, insurance, maintenance and obligations other charges of every kind and nature whatsoever relating to arising in connection with the operation and use of Master Lease or the Subleased Premises, and/or such that Sublandlord shall receive, as net consideration for this Sublease, full reimbursement thereof. Notwithstanding the Expansion Land (defined below) (whether or not Tenant has exercised foregoing, in the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenantevent any Additional Rent is incurred for Subtenant's sole benefit or as a result of Subtenant's request for certain services (such as extra hours' charges, etc.) or otherwise, Subtenant shall pay the entire cost thereof, and expense. Notwithstanding anything to the contrary, Tenant such charges shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent pro rated between Sublandlord and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional RentSubtenant." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this A. If and to the extent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for taxes, operating expenses, common area maintenance charges or other expenses incurred by the Basic Rent Prime Landlord in connection with the Leased Property, Tenant shall be net to Landlord so that this Lease shall yield, net pay to Landlord, the Basic Rent payable under this Lease for each year percentage of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating such additional rent (to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of extent such additional rent is attributable to events occurring during the Term term of this Lease or Sublease) which relate is set forth in Section 1(N) as the Sublease Share. Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the performance by Tenant date upon which Landlord's payment of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything such additional rent is due to the contraryPrime Landlord, provided that Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand have been billed therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within at least ten (10) days prior to such due date (which b▇▇▇ shall be accompanied by a copy of Prime Landlord's b▇▇▇ and other material furnished to Landlord in connection therewith). B. The Sublease Share provided for in Section 1(N) is calculated by dividing the rentable area of the later Sub-leased Premises by the rentable area of (a) invoice from the Leased Property leased by Prime Landlord to Landlord pursuant to the Prime Lease. In the event the rentable area of the Sub-leased Premises or (b) the Commencement Datearea of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated. C. The Basic Services shall be billed by Landlord and paid monthly as additional rent, along with regular monthly installments of Base Rent as provided in section 7 above. Landlord shall not be liable to Tenant due to any failure to provide, or the inadequacy of , utilities or any other Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentServices if beyond the reasonable control of Landlord."

Additional Rent. Except (a) Tenant shall pay and discharge, as additional rent (collectively, “Additional Rent”): (i) except as otherwise specifically provided herein, all costs and expenses of Tenant and Landlord which are incurred in Section 7.1 connection or associated with (A) the ownership, use, non-use, occupancy, monitoring, possession, operation, condition, design, construction, maintenance, alteration, repair or restoration of any of the Leased Premises, (B) the performance of any of Tenant’s obligations under this Lease, (C) the Basic Rent shall be net to Landlord so that this Lease shall yield, net to exercise or enforcement by Landlord, the Basic Rent payable its successors and assigns, of any of its rights under this Lease for each year in connection with an Event of the Term Default, (D) any amendment to or modification or termination of this Lease made at the request of Tenant, (E) Costs of Landlord’s counsel and that reasonable internal Costs of Landlord incurred in connection with any act undertaken by Landlord (or its counsel) at the request of Tenant, any act of Landlord performed on behalf of Tenant in connection with an Event of Default or the review and monitoring of compliance by Tenant with the terms of this Lease in connection with an Event of Default, including compliance with [Post Closing Obligations and] applicable Law, (F) all charges payable costs and fees associated with the wire transfers of Rent payments, and (G) any other items specifically required to be paid by Tenant under this Lease; (ii) after the date all or any portion of any installment of Basic Rent is due and not paid by the applicable Basic Rent Payment Date, an amount (the “Late Charge”) equal to four percent (4%) of the amount of such unpaid installment or portion thereof to reimburse Landlord for its cost and inconvenience incurred as a result of Tenant’s delinquency, provided, however, that with respect to the first late payment of all or any portion of any installment of Basic Rent in any Lease for Property TaxesYear, insurance premiumsthe Late Charge shall not be due and payable unless the Basic Rent has not been paid within five (5) days’ following notice thereof from Landlord to Tenant that such installment is due and payable. Tenant acknowledges that the damages to and costs incurred by Landlord resulting from Tenant’s late payment of Basic Rent would be difficult, utility chargesif not impossible, maintenance, repair and replacement expenses, all expenses relating to compliance ascertain with lawsany accuracy, and all other that the four percent (4%) charge represents Landlord and Tenant’s efforts to approximate such potential damages and costs, fees, charges, expenses, reimbursements and obligations ; (iii) a sum equal to any late charge in excess of every kind and nature whatsoever relating the amount payable under clause (ii) above for that portion of the Basic Rent paid to the operation Lender as scheduled installments of principal and use interest, any default interest in excess of amounts payable under clause (iv) below for that portion of the PremisesBasic Rent paid to the Lender as scheduled installments of principal and interest, and/or the Expansion Land (defined below) (whether and fees of Lender’s counsel, which are payable by Landlord to any Lender under any Note by reason of Tenant’s late payment or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term non-payment of Basic Rent or by reason of events occurring during an Event of Default; and (iv) interest at the Term rate (the “Default Rate”) of five percent (5%) over the Prime Rate per annum on the following sums until paid in full: (A) all overdue installments of Basic Rent from the respective due dates thereof, and (B) all overdue amounts of Additional Rent relating to obligations which Landlord shall have paid on behalf of Tenant pursuant to this Lease or which relate to Lease, from the performance date of payment thereof by Landlord; (v) five thousand dollars ($5,000) per month for each month that Tenant is late in the delivery of all the terms, covenants, conditions annual and agreements quarterly financial statements that are required to be performeddelivered pursuant to Paragraph 28(b). (b) Tenant shall pay and discharge (i) any Additional Rent referred to in Paragraph 7(a)(i) when the same shall become due, paid provided that amounts which are billed to Landlord or observed by Tenant hereunder any third party, but not to Tenant, shall be paid or discharged by Tenantwithin thirty (30) days after Landlord’s demand for payment thereof, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for (ii) any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and other Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denotedwithin thirty (30) days after Landlord’s demand for payment thereof. (c) In no event shall amounts payable under Paragraph 7(a)(ii), are called "Additional Rent." Unless (iii) and (iv) or elsewhere in this Lease provides otherwise, all Additional Rent shall be paid with exceed the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentmaximum amount permitted by applicable Law."

Additional Rent. Except as otherwise specifically provided Subject to the abatement provisions set forth in Section 7.1 3 above, from and after the Rent Commencement Date, Sublessee shall pay to Sublessor’s property manager, Sublessee’s pro rata share of this Expenses and Taxes (as defined in the Prime Lease) and other associated project operating expenses as defined in Exhibit B to the Prime Lease as additional rent, to the Sublessor or Sublessor’s agents. Sublessee’s pro rata share of such Expenses and Taxes is currently estimated to be $0.49 per rentable square foot per month. Sublessor or Prime Lessor shall provide common area maintenance services and daily janitorial services (Monday — Friday), the Basic Rent cost of which shall be net included in Expenses and Taxes. Sublessor shall not charge a property management fee or administration fee related to Landlord so this Sublease other than those charges by Prime Lessor under the Prime Lease. Notwithstanding the foregoing, Sublessor and Sublessee acknowledge that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease Sublet Premises will be separately metered for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, electricity at Tenant's Sublessee’s sole cost and expenseexpense and Sublessee shall directly pay to the electricity provider, prior to the due date thereof, all charges for electricity usage in the Sublet Premises. Notwithstanding the foregoing or anything to the contrarycontrary in this Sublease or the Prime Lease, Tenant Sublessee shall pay for all utilities commencing on the Delivery Date, provided that Sublessee shall not be responsible for pay any property management fees or earthquake insurance premiums paid by Landlord utilities in the nature of Expenses and Taxes during the Term of this Rent Abatement Period. As used herein, the term “rent” shall mean and include Fixed Rent, additional rent and any other sums due hereunder or pursuant to the Prime Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Leaseset forth herein, all payments of Basic Rent and Additional Rent rent shall be due and payable without previous demand therefor and without any right of setoff prior notice, demand, deduction or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rentoffset." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except as otherwise specifically provided In addition to paying the Base Rent specified in Section 7.1 Article 3 of this Lease, Tenant shall pay as additional rent the Basic Rent shall be net sum of the following: (i) Tenant's Building Share (as such term is defined below) of the annual Building Operating Expenses which arc in excess of the amount of Building Operating Expenses applicable to the Expense Base Year, plus; (ii) Tenant's Project Share of the annual Project Operating Expenses which are in excess of the amount of Project Operating Expenses applicable to the Expense Base Year; plus (iii) Tenant's Project Share of the annual Tax Expenses which are in excess of the amount of Tax Expenses applicable to the Tax Expense Base Year, plus (iv) Tenant's Building Share of the annual Building Utilities Costs which are in excess of the amount of Building Utilities Costs applicable to the Utilities Base Year, plus (v) Tenant's Project Share of the annual Project Utilities Costs which are in excess of the amount of Project Utilities Costs applicable to the Utilities Base Year. Such additional rent, together with any and all other amounts payable by Tenant to Landlord so that this Lease shall yield, net pursuant to Landlord, the Basic Rent payable under this Lease for each year of the Term terms of this Lease (including, without limitation, pursuant to Article 6), shall be hereinafter collectively referred to as the "Additional Rent." The Base Rent and that all charges payable by Tenant Additional Rent are herein collectively referred to as the "Rent." All amounts due under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except Article 4 as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor for the same periods and without any right in the same manner, time and place as the We Rent. Without limitation on other obligations of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rentwhich shall survive the expiration of the Lease Term, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all the obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall be paid with survive the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis expiration of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentLease Term."

Additional Rent. Except as otherwise specifically provided In addition to the rent amount specified in Section 7.1 of 3(a) above, all costs, charges, expenses and adjustments to rent which Tenant assumes, agrees or is obligated to pay Landlord pursuant to this Lease, the Basic Rent Lease shall be net deemed additional rent, and in the event of nonpayment thereof, Landlord shall have all of the rights and remedies with respect thereto as are herein provided for in case of the nonpayment of rent. In the event that any of the costs, charges and expenses constituting additional rent are deemed to be taxable income to Landlord, Landlord shall be entitled to a corresponding tax deduction for said costs, charges and expenses. Rent Payments. Tenant covenants to pay monthly installments of rent pursuant to subsection (a) above in advance, on the first day of each month, without any set-off or reduction. Tenant covenants to pay Landlord the rent, additional rent and adjustments of rent as herein provided when due, without notice or demand, at the time and in the manner herein specified and, in default of payment may, at the option of Landlord, be added to the next or any other installment of fixed minimum rent subsequently becoming due. All rent and additional rent is to be mailed to Landlord so at the address identified for Landlord in Section 25 herein. In the event that this Lease is or becomes a month-to-month lease because of holdover or otherwise, or if Tenant vacates the Premises prior to the end of any month for any reason whatsoever, no rent shall yieldbe prorated or refunded to Tenant for the applicable period and Tenant shall be required to pay rent through the end of the applicable monthly period. Additionally, net to Landlord, in the Basic Rent payable under event this Lease for each year is or becomes a month-to-month lease because of the Term of this Lease and that all charges payable by holdover or otherwise, Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating shall be required to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating give Landlord at least sixty (60) days notice prior to the operation and use of vacating the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by paying Landlord during for all rents which accrue prior to the Term expiration of this Lease. Except as otherwise the sixty days following the notice, provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent that said notice requirement shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within reduced to ten (10) days of for any period that rent is being assessed as the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentrate specified in Section 18(b)."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, Base Rent are called "Additional Rent.". The term "Rent" shall mean Base Rent and Additional Rent. Additional Rent shall be based on that percent of the total operating cost as the Tenant's total floor area bears to the gross leasable floor area of that portion of the complex owned by Landlord. Unless this Lease provides otherwise, all Additional Rent shall be paid with due on or before the next installment first day of Basic Rent falling dueeach month in advance. Tenant shall continue to make said monthly payments, according to Section 1. 12(b), until notified by Landlord of a change thereof. At the beginning of each calendar year, Landlord shall submit to Tenant a new statement of the anticipated monthly Additional Rent for any partial month the then current year, which statement shall be prorated on based upon the basis actual expenses incurred for the previous twelve (I 2) month period, and in any year in which resurfacing, re-roofing, repainting or other major repair or replacement is contemplated, Landlord shall be permitted to include the anticipated cost of same as part of the number of days within such calendar month and paid within ten (10) days of estimated monthly Additional Rent. Unless this Lease provides otherwise, if Landlord deten-nines at any time that the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and anticipated monthly Additional Rent are sometimes collectively referred payments being made by Tenant for the then current year are, or will become, inadequate to pay for the Additional Rent due for such year, for any reason, Landlord shall have the right to determine the approximate amount of such inadequacy and to issue a supplemental estimate of Tenant's anticipated monthly Additional Rent, and Tenant shall pay said increase in the anticipated monthly Additional Rent as "Rent" or "rentshown by such supplemental estimate. Failure of Landlord to submit statements as called for herein shall not be deemed to be a waiver of Tenant's requirement to pay sums as herein provided."

Additional Rent. Except as Each and every payment and expenditure, other than Annual Fixed Rent, shall be deemed to be Additional Rent or additional rent hereunder, whether or not the provisions requiring payment of such amounts specifically so state, and shall be payable, unless otherwise specifically provided in Section 7.1 this Lease, within ten (10) days after written demand by Landlord, and in the case of the non-payment of any such amount, Landlord shall have, in addition to all of its other rights and remedies, all the rights and remedies available to Landlord hereunder or by law in the case of non-payment of Annual Fixed Rent. Unless expressly otherwise provided in this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease performance and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance observance by Tenant of all the terms, covenants, covenants and conditions and agreements of this Lease to be performed, paid or performed and observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's ’s sole cost and expense. If Tenant has not objected to any statement of Additional Rent which is rendered by Landlord to Tenant within ninety (90) days after Landlord has rendered the same to Tenant, then the same shall be deemed to be a final account between Landlord and Tenant not subject to any further dispute. In the event that Tenant shall seek Landlord’s consent or approval under this Lease (except in connection with Tenant’s Work, which shall be governed by Exhibit B-1), then Tenant shall reimburse Landlord, upon demand, as Additional Rent, for all reasonable costs and expenses, including legal and architectural costs and expenses, incurred by Landlord in processing such request, whether or not such consent or approval shall be given. Notwithstanding anything in this Lease to the contrary, Tenant shall not if Landlord or any affiliate of Landlord has elected to qualify as a real estate investment trust (“REIT”), any service required or permitted to be responsible for any property management fees or earthquake insurance premiums paid performed by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of pursuant to this Lease, all payments the charge or cost of Basic Rent and which may be treated as impermissible tenant service income under the laws governing a REIT, may be performed by a taxable REIT subsidiary that is affiliated with either Landlord or Landlord’s property manager, an independent contractor of Landlord or Landlord’s property manager (the “Service Provider”). If Tenant is subject to a charge under this Lease for any such service, then, at Landlord’s direction, Tenant will pay such charge either to Landlord for further payment to the Service Provider or directly to the Service Provider, and, in either case, (i) Landlord will credit such payment against Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by due from Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless under this Lease provides otherwisefor such service, all Additional Rent shall be paid with and (ii) such payment to the next installment Service Provider will not relieve Landlord from any obligation under the Lease concerning the provisions of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentservice."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent Tenant shall be net to Landlord so that this Lease solely responsible for, and shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expensespay, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever arising from or relating to the operation Tenant’s use and use occupancy of the PremisesLeased Premises and its use and operation by Tenant, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments Without in any manner limiting the foregoing, Tenant shall pay to Landlord, as items of Basic Rent and Additional Rent for said Leased Premises, the following costs and expenses: (i) During the Term of the Lease, Tenant shall pay all Taxes concerning or relating to the land comprising the Leased Premises and Tenant’s use and operation thereof. The term "Taxes" shall mean all taxes and assessments, general and special, ordinary and extraordinary, which shall or may, during the Term be assessed, levied, charged or imposed upon the Leased Premises or improvements thereon constructed by Tenant or the possession, operation, management, maintenance, alteration, use or occupancy by Tenant of the Leased Premises, or are levied or imposed upon Tenant's equipment, fixtures and other personal property located in or about the Leased Premises, or on or against the cost of any improvements made in or to the Leased Premises by or for Tenant, including without limitation any gross receipts tax or excise tax. Landlord shall provide Tenant with (or Tenant shall, at its option, arrange to receive directly from the taxing authority) copies of the various tax bills, and Tenant shall pay all such Taxes not later than the date on which such Taxes are due. In the event any Taxes or other impositions may be payable without previous demand therefor and without any in installments, Tenant shall have the right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with to pay the next installment of Basic Rent falling same as such installments fall due. Rent for For any partial month fraction of a tax year at the beginning or end of the Term, ▇▇▇▇▇▇'s obligation shall be prorated on the basis as of the number of days within such calendar month and paid within ten (10) days commencement or end of the later Lease Term. For any such fraction of (a) invoice from a tax year at the beginning of said ▇▇▇▇, ▇▇▇▇▇▇ agrees to reimburse Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."for its portion of such Taxes within thirty

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall Any amounts required to be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable paid by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair (in addition to Base Rent) and replacement expenses, all any charges or expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid incurred by Landlord during on behalf of Tenant under the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 terms of this Lease, all payments including, without limitation, any expenses incurred for taxes, insurance, maintenance, repairs, replacements, management fees (not to exceed one percent (1%) of Basic Base Rent), owner's association dues and assessments, landscaping, utilities and other charges assessed against or attributed to the Demised Premises which are the obligation of Tenant hereunder, shall be considered additional rent (herein, "Additional Rent") payable in the same manner and upon the same terms and conditions as Base Rent and reserved hereunder except as expressly set forth herein to the contrary. Additional Rent shall be payable without previous include, and Tenant shall and does hereby agree to pay directly, or to reimburse Landlord upon demand therefor for, as Landlord may direct any and without all (i) management fees (not to exceed one percent (1%) of Base Rent), (ii) owner's association dues, assessments and/or fees assessed against or attributed to the Demised Premises pursuant to any right applicable easements, covenants, restrictions, agreements, declaration of setoff protective covenants or deduction whatsoever. All development standards, (iii) landscape maintenance and utilities costs and charges, and (iv) all other such charges payable or costs paid by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid Landlord with respect to or imposed or assessed upon or against the Demised Premises from time to time throughout that portion of the Term (and any extension thereof) commencing with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Lease Commencement Date. Basic Rent and Any failure on the part of Tenant to pay such Additional Rent are sometimes collectively referred when due shall entitle Landlord to the remedies available to it for non-payment of Base Rent, including, without limitation, late charges and interest thereon at the Interest Rate (as "Rent" or "rentherein defined) pursuant to Section 32 hereof."

Additional Rent. Except In addition to the Fixed Rent, Tenant shall pay to Landlord as otherwise specifically provided in Section 7.1 of Additional Rent all other amounts which Tenant assumes or agrees to pay to Landlord pursuant to this Lease, including, without limitation, amounts paid by Landlord for taxes and insurance on the Basic Rent shall be net to real property constituting the Premises, such costs and expenses as Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease may incur for each year maintenance of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with lawsPremises, and all other costsamounts referred to herein as "Additional Rent", fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to except as otherwise provided by the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term terms of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this LeaseUnless another time is expressly provided, all payments of Basic Rent and Additional Rent shall be due and payable without previous on demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid together with the next succeeding installment of Basic Fixed Rent, whichever occurs first. Landlord shall have the same remedies for failure to pay the Additional Rent falling as for a non-payment of Fixed Rent. At Landlord's option, amounts of Additional Rent attributable to property taxes and insurance may be estimated and payable monthly together with the Fixed Rent, provided however, that if any such amounts are estimated, Landlord shall deliver to Tenant within sixty (60) days after the expiration of each calendar year a reasonably detailed statement showing the actual Additional Rent incurred during the preceding year. If Tenant's payments under this Section during the preceding year exceed the actual amounts incurred, as indicated on said statement, Tenant shall be credited the amount of such over-payment against Tenant's Rent next becoming due. Rent for any partial month If Tenant's payments under this Section during said preceding year were less than actual amounts incurred, as indicated on said statement, Tenant shall be prorated on pay to Landlord the basis amount of the number of days within such calendar month and paid deficiency within ten (10) days after delivery by Landlord to Tenant of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentsaid statement."

Additional Rent. This Lease is what is commonly called a "Net, Net, Net Lease", it being understood that, except as otherwise expressly provided herein, the Landlord shall receive all rent free and clear of any and all other impositions, taxes, liens, charges or expenses of any nature whatsoever in connection with the ownership and operation of the Premises. In addition to the Base Rent, Tenant shall pay to the parties respectively entitled thereto, or satisfy directly, all impositions, insurance premiums, operating charges, maintenance charges, construction costs, and any other costs, obligations, liabilities, requirements, and expenses which arise with regard to the Premises or may be contemplated under any provisions of the Lease during the Term, except as otherwise expressly provided in this Lease. Such obligations of Tenant shall include, without limiting the generality of the foregoing, the reimbursement to Landlord of costs incurred in fulfilling its repair and maintenance obligations hereunder, including specifically those set forth in Paragraph 14, except as otherwise provided herein. All of such charges, costs, obligations, liabilities, requirements, and expenses shall constitute additional rent, and upon the failure of Tenant to pay or satisfy any of such costs, charges, obligations, liabilities, requirements, or expenses, Landlord shall have the same rights and remedies as otherwise provided in the Lease for the failure of Tenant to pay rent. It is the intention of the parties, that, except as otherwise expressly provided herein, the Lease shall not be terminable for any reason by the Tenant, and that Tenant shall in no event be entitled to any abatement, offset, deduction, or reduction of rent payable under the Lease. Tenant's sole recourse to resolve a dispute under the Lease shall be to a court of law, except for any arbitration or appraisal rights provided by this Lease, and except that either Landlord or Tenant shall have the right to submit any unresolved dispute between Landlord and Tenant regarding any amounts and charges to be paid by Tenant to binding arbitration under the commercial rules of the American Arbitration Association in San Diego, California. Except as otherwise expressly provided herein, Tenant shall have no right to offset any damages of claims against any payments due Landlord unless and until incorporated into a judgment of the Superior Court of San Diego County, regardless of whether or not the judgment is appealed. Any present or of future law to the contrary shall not alter this agreement of the parties. Consequently, all amounts and charges to be paid by Tenant hereunder, including, without limitation, payments for Operating Expenses, the reimbursement to Landlord of costs incurred in fulfilling its repair and maintenance obligations hereunder, including specifically provided those set forth in Section 7.1 Paragraph 14, real property taxes, insurance and repairs, will be considered additional rent for purposes of this Lease, and the Basic Rent shall be net to Landlord so that word "rent" as used in this Lease shall yield, net to Landlord, will include all such additional rent unless the Basic context specifically or clearly implies that only Monthly Base Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rentis intended." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except Commencing on the Rent Commencement Date, in addition to Base Rent, Subtenant shall pay to Sublandlord, or to Master Landlord directly if Master Landlord so requires, (i) Real Property Taxes, (ii) the Asset Management Fee, and (iii) Subtenant’s share of costs incurred by Sublandlord pursuant to Section 8(a) below, all as is more particularly described in this Sublease. In addition, commencing on the Commencement Date Subtenant shall reimburse Sublandlord for any expenses and charges to be paid by Sublandlord, as Tenant, under the Master Lease that Subtenant is expressly required to pay by the terms of this Sublease, which shall include but not be limited to the costs (if any) under Section 8.1 of the Master Lease; cost of any bond required under Section 8.7 of the Master Lease; fees (if any) under Section 19.5 of the Master Lease which are due as a result of the acts of Subtenant; reimbursement for taxes on personal property, equipment and fixtures located in or about the Sublease Premises; and damages recoverable due to a default under the Master Lease which is a result of any Default or failure of performance by Subtenant under this Sublease. All such amounts, together with any other sums that are due from Subtenant to Sublandlord under the terms of this Sublease are designated herein as “Additional Rent” for the purposes of this Sublease. If Subtenant defaults in the performance of any of its obligations hereunder after such notice and opportunity to cure as is provided in this Sublease, then Sublandlord may, but shall not be obligated to, perform such obligations, and the cost thereof to Sublandlord shall also be Additional Rent. Unless otherwise specifically provided in Section 7.1 of this LeaseSublease, the Basic Rent Subtenant shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, pay Sublandlord all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) business days of after demand. As used herein the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent term “Rent” refers to both Base and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except House Corporation shall also pay to Vanderbilt upon demand, as otherwise specifically provided in Section 7.1 additional rent ("Additional Rent"), the full amount of any sales, use or personalty taxes that may be levied upon the Premises or assessed against Vanderbilt on account of this Lease. Real property ad valorem taxes shall not be included in Additional Rent and shall be paid by Vanderbilt. The parties agree that the Rent payable by the Fraternity hereunder shall be received by Vanderbilt net of any tax payable to any governmental authority. In this regard, it is further understood and agreed that Vanderbilt is a non-profit corporation exempt from Federal income taxes and the Rent is based on the assumption that the amount paid as Rent is not subject to Federal or State income taxes. If the Rent is later determined to be subject to Federal or State income taxes, the Basic Rent shall be net increased by the amount Vanderbilt is required to Landlord so that pay in such income taxes. House Corporation shall also pay as Additional Rent all reasonable and verified charges assessed by Vanderbilt for repair of damage in excess of normal wear and tear to be determined in Vanderbilt's sole discretion. House Corporation shall also pay any special governmental assessments or other direct costs and expenses not contemplated by the parties as included in the Rent for the operation of the Premises and the repair, replacement and maintenance necessary to keep the Premises in good order, condition and repair, except as otherwise provided for by this Lease Lease. The cost of any and all capital expenditures, such as the replacement of the roof or HVAC system, but not maintenance or repair, shall yieldbe the responsibility of the House Corporation, net and shall be deemed to Landlordbe Additional Rent. Notwithstanding the foregoing paragraph, the Basic Rent payable under this Lease for each year parties are aware that as of the Term execution of this Lease and that all charges payable by Tenant under this Lease for Property Taxesthe roof currently is in need of replacement. Vanderbilt agrees to perform, insurance premiums, utility charges, maintenance, repair and replacement expensesat its sole cost, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations currently required replacement of every kind and nature whatsoever relating and/or repairs to the operation and use roof within six (6) months following execution of this Lease. House Corporation agrees that it shall be responsible for the cost of any subsequent required replacement of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due roof during the Term or by reason of events occurring during the Term term of this Lease or which relate any renewals hereof. Vanderbilt shall be entitled to estimate the performance by Tenant total amount of all the terms, covenants, conditions and agreements Additional Rent to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord House Corporation during each Lease Year and, upon notice to House Corporation of such estimate, to assess Fraternity members' charges for such estimate pursuant to Section 2. To the Term extent that such estimate is not sufficient, House Corporation shall reimburse Vanderbilt within 30 days after Vanderbilt has provided House Corporation with notice of this Leasesuch deficiency. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, If Fraternity members and/or House Corporation fail to pay any and all payments of Basic Rent and Additional Rent when due, Vanderbilt shall be payable without previous demand therefor entitled to all remedies hereunder in the same manner and without to the same extent as in the case of any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rentdefault hereunder." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except In addition to paying the Basic Rent as otherwise specifically provided in Section 7.1 Article 5 of this Lease, Tenant shall pay any and all other amounts payable by Tenant pursuant to the terms of this Lease, including, without limitation, payments for repairs (collectively, the “Additional Rent”). The Basic Rent and the Additional Rent are sometimes herein collectively referred to as “Rent.” Without limitation on any other obligations of Tenant which survive the expiration of the Term, the obligations of Tenant to pay Additional Rent which accrues during the Term shall be net to survive the expiration of the Term. Landlord so and Tenant acknowledge that it is their intent and agreement that this Lease shall yield, net to Landlordbe a “TRIPLE NET” lease and that as such, the Basic Rent payable under provisions contained in this Lease are intended to pass on to Tenant or reimburse Landlord for each year of the Term of all costs and expenses associated with this Lease and that the Premises, and Tenant’s operation therefrom, including without limitation, all charges payable by Tenant under this Lease for Real Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, costs and all other costs, fees, charges, expenses, reimbursements and obligations amounts of every kind and nature whatsoever relating to which Landlord pays or accrues during the Term (as the same may be extended) because of or in connection with the ownership, management, maintenance, security, repair, replacement, renovation, restoration or operation and use of the Premises, and/or or any portion thereof, in accordance with sound real estate management and accounting practices, consistently applied. To the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance extent such costs and expenses payable by Tenant of all the termscannot be charged directly to, covenantsand paid by, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost such costs and expense. Notwithstanding anything to the contrary, Tenant expenses shall not initially be responsible for any property management fees or earthquake insurance premiums paid by Landlord during and thereafter be reimbursed by Tenant. As used herein, the Term term “Real Property Taxes” shall include any form of this Lease. Except assessment, license fee, license tax, business license fee, commercial rental tax, levy, charge, penalty, tax or similar imposition imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof, as otherwise provided against any legal or equitable interest of Landlord in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on Premises to the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) extent assessed and/or accruing after the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent.", including, but not limited to, the following:

Additional Rent. Except as otherwise specifically provided in Section 7.1 of All monies other than Base Rent required to be paid by Subtenant under this Lease, the Basic Sublease shall be deemed additional rent (“Additional Rent”). Additional Rent shall be net include, without limitation, all amounts payable by Sublandlord under the Master with respect to Landlord so or reasonably allocated to the Subleased Premises. Subtenant acknowledges that this Lease shall yield, net Sublandlord is required to Landlord, the Basic Rent payable pay “Expenses” and “Taxes” and estimated payments thereof and adjustments thereto under this Lease for each year Exhibit E of the Term Master Lease. In addition to all other Additional Rent set forth in this Sublease, Subtenant shall pay to Sublandlord as Additional Rent hereunder, all of this Lease such “Expenses” and that all charges “Taxes” payable by Tenant Sublandlord with respect to the Subleased Premises. Such amounts (including estimated payments thereof and adjustments thereto) shall be payable by Subtenant no later than two (2) days before the dates the same are due under the Master Lease. Sublandlord shall promptly forward the appropriate invoices received from Master Landlord. Subtenant and Sublandlord agree, as a material part of the consideration given by Subtenant to Sublandlord for this Lease for Property TaxesSublease, insurance premiums, utility charges, maintenance, repair and replacement expenses, that Subtenant shall pay all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements taxes, insurance, maintenance and obligations other charges of every kind and nature whatsoever relating to arising in connection with the operation and use of Subleased Premises under the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Master Lease, all payments such that Sublandlord shall receive, as net consideration for this Sublease, full reimbursement thereof. In the event any cost or expense is incurred by Sublandlord under the Master Lease for Subtenant’s sole benefit or as a result of Basic Rent and Additional Rent Subtenant’s request for certain services, Subtenant shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rentpay the entire cost thereof." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except as otherwise specifically provided in Section 7.1 In addition to Base Rent, Sublessee shall also pay to Sublessor, during the term of this LeaseSublease, at the Basic same time as Base Rent shall be net is due, an amount equal to Landlord so Sublessee's Percentage Share of Excess Operating Expenses. The parties acknowledge that this the Master Lease shall yieldrequires Sublessor to pay on a monthly basis certain estimated costs in order to reimburse Master Lessor, net to Landlord, over the Basic Rent payable under this Lease for course of each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use term of the PremisesMaster Lease, and/or for Sublessor's share of "OPERATING EXPENSES" (as defined in the Expansion Land Master Lease) incurred by Master Lessor in owning and operating the "PROJECT" (as defined below) (whether or not Tenant has exercised in the Expansion Land Option) which may arise or become due during Master Lease). Sublessee agrees to pay on a monthly basis those estimated Operating Expenses attributable to Sublessee's Percentage Share of Excess operating Expenses. Following the Term or end of each calendar year, a reconciliation is made against the actual Operating Costs incurred. Sublessee's obligation to pay Sublessee's Percentage Share of Excess Operating Expenses, as set forth above in this Paragraph 5.2, shall be governed by reason the estimated amounts and shall be subject to any reconciliation against actual amounts, of events occurring during the Term of this Lease or which relate such costs and expenses. Sublessor shall promptly deliver to the performance by Tenant Sublessee copies of all the termsstatements and notices Sublessor receives from Master Lessor regarding such Operating Expenses. Items that are specially billed by Master Lessor to Sublessor or Sublessee, covenantsrather than charged generally to office tenants by Master Lessor, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid party requesting the specially billed item in the manner required by Landlord during the Term of this Master Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic (The Base Rent, however denotedthe Furniture Rent [as defined in Paragraph 22], and Sublessee's Percentage Share of Excess Operating Expenses are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes hereinafter collectively referred to as "Rent" or RENT"rent)."

Additional Rent. Except (a) Subtenant shall not be required to pay (nor have any obligation for) any payments related to any Real Estate Taxes and Annual Operating Costs (as otherwise specifically provided defined in Section 7.1 the Prime Lease). (b) Within thirty (30) days of this Leasereceipt of an invoice from Sublandlord, Subtenant shall reimburse Sublandlord for any other additional rent or charges incurred by Sublandlord in accordance with the Basic Rent shall be net to Landlord so that this terms of the Prime Lease shall yieldor Original Sublease, net to Landlordwhich rent or charges were incurred at the request or direction of Subtenant or caused by Subtenant operating in the Premises after the Building’s normal business hours, such as charges for after-hours HVAC services (the Basic Rent payable amounts due under this Lease for each year subparagraph b. hereof being hereinafter referred to as “Additional Sublease Rent”). (c) If Subtenant fails to pay any regular installment of Base Rent within five (5) days following the date when such installment becomes due and payable, or if Subtenant fails to pay any other sum due under this Sublease within five (5) days following the date due, then Subtenant shall pay a late charge of five percent (5%) of the amount of such installment or other sum and, in addition, such unpaid installment or other sum shall bear interest at the rate per annum which is two percent (2%) in excess of the publicly announced “prime rate” then being charged by the Bank of America from the date such installment or other sum first became due and payable to the date of payment thereof by Subtenant. Such late charge and interest shall constitute additional rent hereunder due and payable with the next regular monthly installment of Base Rent or, if no such regular monthly installment remains to be paid (whether by reason of acceleration, expiration of the Term of this Lease or otherwise) then due and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expenseimmediately. Notwithstanding anything to the contraryforegoing, Tenant Sublandlord shall not be responsible for waive such late charge and default interest one time during any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial consecutive twelve (12) month shall be prorated on the basis of the number of days period if Subtenant makes such payment within such calendar month and paid within ten five (105) days after receipt of the later written notice of (a) invoice such late payment from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentSublandlord."

Additional Rent. Except In addition to Minimum Rent, the following amounts shall be paid by Sublessee to Sublessor without deduction, setoff, notice, or demand, at Omniture, Inc., Dept. CH 17426, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or at such other place as otherwise specifically provided Sublessor shall designate from time to time by notice to Sublessee: 7.4.1 Commencing as of the Rent Commencement Date, Sublessee shall (in addition to paying Minimum Rent) pay to Sublessor as additional rent a portion of the annual Utilities Costs (as defined in the Master Lease) applicable to the Premises (calculated on a pro rata basis according to rentable square feet of the Premises and Tenant Premises). Notwithstanding the foregoing, Sublessee shall have no obligation to pay Utilities Costs for the month of January 2009. Accordingly, Utilities Costs for the first Annual Period shall be payable commencing February 1, 2009. 7.4.2 Commencing as of January 1, 2010, Sublessee shall (in addition to paying Minimum Rent) pay to Sublessor as additional rent a portion of the Direct Expenses (as defined in the Master Lease) applicable to the Premises (calculated on a pro rata basis according to rentable square feet of the Premises and Tenant Premises) as set forth in this Section 7.1 of this 7.4.2. Minimum Rent for 2009 includes all Direct Expenses. Thereafter, increases in Direct Expenses shall be payable (pro rata) by Sublessee to Sublessor as additional rent, i.e. 2009 is the Sublessee’s Base Year (as such term is used in the Master Lease) and no increases in Direct Expenses are passed through for 2009 as additional rent. Any such additional rent shall be payable as and when Direct Expenses are payable by Sublessor to Landlord under the Master Lease. 7.4.3 As and when adjustments between estimated and actual Operating Costs are made under the Master Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind Sublessor and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant Sublessee hereunder shall be paid adjusted in a like manner; and if any such adjustment shall occur after the expiration or discharged earlier termination of the Term, then the obligations of Sublessor and Sublessee under this Section 7.4 shall survive such expiration or termination. Sublessor shall, upon request by TenantSublessee, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid furnish Sublessee with copies of all statements submitted by Landlord of actual or estimated Direct Expenses and/or Utilities Costs during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional RentTerm." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except Tenant shall pay, as otherwise specifically provided additional Rent (“Additional Rent”), prorated for that part of the Lease Term within the applicable calendar year, Tenant’s Percentage Share (“Tenant’s Percentage Share”), as hereafter defined, of the total amount of (i) the annual operating expenses (“Operating Expenses”), as hereafter defined and (ii) the annual Taxes (as defined below), for the Building. For all years during the Lease Term, Landlord shall, in Section 7.1 of this Leaseadvance, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease reasonably estimate for each such calendar year the total amount of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use Additional Rent. One-twelfth (1/12) of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and estimated Additional Rent (plus all applicable taxes due and payable on Rent, now existing or hereafter enacted) shall be payable without monthly, along with the monthly payment of the Base Rent. Landlord shall use its commercially reasonable efforts to make such estimate on or before January 1 of each calendar year. On or before April 30 following a year for which Additional Rent is payable hereunder, Landlord shall use its commercially reasonable efforts to provide Tenant with the amount of the actual Additional Rent for the previous demand therefor year, and without a reasonable breakdown of the items included therein, together with an invoice for any right underpayments of setoff Additional Rent (to be paid within thirty (30) days following receipt of such invoice, or deduction whatsoever. All charges payable by Tenant other than Basic to be included with the next monthly payment of Rent, however denotedwhichever shall first occur) or credit Tenant’s account or deliver a check to Tenant, are called "in Landlord’s sole discretion, to reimburse Tenant for any overpayment of Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except Sublessee agrees to pay to Sublessor upon demand therefor, as otherwise specifically provided additional rent, Sublessee's pro rata share of any Excess Real Estate Taxes and Excess Operating Expenses, as these terms are defined in Section 7.1 of this Lease, the Basic Rent Master Lease and as modified below. Sublessee's prorated amount shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated determined on the basis of the number of days within such calendar month and paid within ten (10) days size of the later Subleased Premises. The Parties hereby agree that Sublessee's pro rata share of any Excess Real Estate Taxes and Excess Operating Expenses shall be deemed to be percent (a19.4%). Notwithstanding anything in the Master Lease to the contrary, and notwithstanding Master Lease Section 5.1 in particular, Operating Expenses shall include all electricity, gas, steam, water, sewer and other utility charges, none of which shall be charged directly to Sublessee. Notwithstanding anything in Master Lease Section 2.2 to the contrary, the base year for the purpose of calculating Excess Real Estate Taxes shall be the calendar Year 2000. The base period for calculating Excess Operating Expenses in any Sublease Year shall be the sum of the Operating Expenses, including utilities as noted above, incurred during the first twelve (12) invoice from Landlord or (b) months after the Sublease Commencement Date. Basic Notwithstanding anything in the Master Lease to the contrary, and notwithstanding master Lease Section 9.1 in particular, this Section 7 sets forth the entire financial obligation of Sublessee beyond Base Rent, it being the intent of the Parties that this is a fully serviced Sublease. Sublessee shall pay Base Rent and Additional Rent are sometimes collectively referred to as "Rent" without demand or "rentsetoff."