Common use of Additional Rent Clause in Contracts

Additional Rent. “Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such audit.

Additional Rent. “Undertenant acknowledges that pursuant to Paragraph 2.2, Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant Rental, of the Prime Lease, Tenant is obligated to Sublandlord under this pay to Prime Landlord additional rent on account of Operating Expenses and Real Estate Taxes for the Building, as more particularly described in such Paragraph. Additionally Undertenant acknowledges that pursuant to Paragraph 5, Additional Rental, of the Sublease, including (without limitation): overtime or excess service charges, Underlandlord is obligated to pay to Tenant additional rent on account of the same Operating Expenses and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this SubleaseReal Estate Taxes for the Building. Subtenant Undertenant shall pay to SublandlordUnderlandlord, as Additional Rentwith its monthly payment of Base Rent from and after the Rent Commencement Date, Subtenant’s pro rata Undertenant's proportionate share (being fixed at 35.41%), provided that, for the purpose of Tenant’s Operating Cost Share this Secondary Sublease, the Undertenant's Base Year shall be the 2004 calendar year. Underlandlord shall deliver to Undertenant promptly after receipt thereof, any documentation and statement of Operating Expenses pursuant or Real Estate Taxes delivered to Section 7 Underlandlord by Tenant or Prime Landlord. Additional Rent payable hereunder for any partial calendar month at the beginning or end of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts Secondary Sublease Term shall be paid by Subtenant within ten (10) days pro-rated on a daily basis. Upon Undertenant's written request, and subject to the terms and conditions of receipt the Prime Lease, Underlandlord shall cause an audit to be conducted of Sublandlord’s billing thereforPrime Landlord's books and records. Subtenant’s prorata share of such Operating Costs under this Sublease Said audit shall be 20.11% conducted at the sole cost and expense of Tenant’s Operating Cost Share relating solely Undertenant. All demands made by Underlandlord for payment of additional rent by Undertenant hereunder, shall be accompanied by appropriate supporting documentation, to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely extent such supporting documentation is provided to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditUnderlandlord.

Additional Rent. Subtenant agrees to pay Sublandlord of the following amounts (collectively, the “Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this Sublease, including ”): (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to i) Subtenant’s failure SBA Share of the Shared Building Area Costs allocable to perform each calendar year during the Term, prorated for any calendar year falling partially within the Term; (ii) Subtenant’s POC Share of its obligations under this Subleasethe Project Operating Costs allocable to each calendar year during the Term, prorated for any calendar year falling partially within the Term; and (iii) Subtenant’s PIT Share of the Project Insurance Costs and Project Property Taxes allocable to each calendar year during the Term, prorated for any calendar year falling partially within the Term, subject to Section 5(e). Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease one-twelfth (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (101/12th) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) reasonable estimate of the Master LeaseAdditional Rent for each calendar year on or before the first (1st) day of each month during such calendar year. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating ExpensesFollowing the end of each calendar year within the Term, Sublandlord shall use its judgment reasonably exercisedfurnish Subtenant with a final statement (the “Expense Statement”) showing the Shared Building Area Costs, Project Operating Costs, Project Insurance Costs and Project Property Taxes during such year and calculating the Additional Rent for such year. Notwithstanding anything to determine whether the contrary contained herein, if Sublandlord fails to audit charge Subtenant for any amount that may be included in Shared Building Area Costs, Project Operating Costs, Project Insurance Costs or Project Property Taxes within one (1) year after the calculation end of the annual Operating Expense statement as permitted under the Master Lease. In the event that calendar year in which Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenantpaid such amount, then Sublandlord shall reimburse cease to have the right to charge Subtenant for its share of such amount under this Section 4(b). If the estimated payments made by Subtenant pursuant to this section are not sufficient to cover the actual amount of the Additional Rent for any calendar year, then Subtenant shall pay Sublandlord the deficiency within thirty (30) days after Subtenant’s overpayment promptly following receipt of the conclusion Expense Statement for such year. If the estimated payments made by Subtenant pursuant to this section exceed the actual amount of the Additional Rent for any calendar year, then the excess shall be credited against the Rent next coming due after Subtenant’s receipt of the Expense Statement for such year; provided, any such excess existing at the end of the Term shall be refunded to Subtenant within thirty (30) days thereafter, except if Subtenant is in default hereunder, Sublandlord shall not be required to refund such excess until the default is cured by Subtenant. Within one hundred eighty (180) days after its receipt of any Expense Statement, Subtenant or its authorized representatives may review Sublandlord’s records related to the Additional Rent detailed in such Expense Statement; provided such review shall be conducted at Sublandlord’s offices during normal business hours and Subtenant shall schedule such review at a time reasonably acceptable to Sublandlord. If any such review reveals that Subtenant has paid Sublandlord more than the Additional Rent for any year due under this section (an “Expense Overpayment”), then (i) Subtenant shall notify Sublandlord, in writing, of the Expense Overpayment within thirty (30) days after its completion of such review, and (ii) Sublandlord shall promptly refund the Expense Overpayment to Subtenant following its receipt of written notice thereof, excluding any amount that Sublandlord disputes. If any such review reveals an underpayment of the Additional Rent owed by Subtenant under this section for any year (an “Expense Underpayment”), then Subtenant shall pay to Sublandlord the Expense Underpayment within thirty (30) days after completion of such review. If Subtenant engages a third party to review any of Sublandlord’s records related to the Additional Rent, such third party must execute a confidentiality agreement, in form and substance reasonably acceptable to Sublandlord, prior to conducting any such review. Should Sublandlord reasonably dispute the results of any such review, the parties shall work in good faith to resolve such dispute for a period of thirty (30) days. Subtenant shall not use any person or entity to inspect, review or audit Sublandlord’s records related to Additional Rent whose fee is based, in whole or in part, on the results of such inspection, review or audit. Notwithstanding anything to the contrary contained herein, if Subtenant does not review Sublandlord’s records related to any Additional Rent within the one hundred eighty (180) day period provided under this section or Subtenant does not notify Sublandlord, in writing, of an Expense Overpayment within the period required under this section, then Subtenant shall cease to have any right to review such records or receive a refund of such Expense Overpayment.

Additional Rent. “Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant agrees to Sublandlord under this Sublease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as “Additional Rent” hereunder and without any deduction or setoff whatsoever, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 100% of the Master Lease amounts paid with respect to “Operating Costs” (excluding Section 7.6 [Reserve Account]as defined in the Prime Lease) above the amounts paid for calendar year 2008, and 100% of the amounts paid with respect to “Taxes” (as defined in the Prime Lease) above the amounts paid for fiscal year 2008 (i.e. July 2007 through June 2008). Such Additional Rent Sublandlord shall provide Subtenant with all documentation furnished to Sublandlord by Prime Landlord under the Prime Lease with respect to Operating Costs and Taxes (the “Statement of Expenses”). Subtenant shall make monthly payments to Sublandlord on account of Prime Landlord’s estimation of amounts shall be paid payable by Subtenant with respect to Operating Costs and Taxes in the same manner and at the same time as Base Rent is paid hereunder. Subtenant may, within ten 90 days after receiving Sublandlord’s Statement of Expenses, give Sublandlord written notice (10“Review Notice”) days that Subtenant intends to review Sublandlord’s records of the Expenses for that calendar year. Within a reasonable time after receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating ExpensesReview Notice, Sublandlord shall use make all pertinent records available for inspection that are reasonably necessary for Subtenant to conduct its judgment reasonably exercised, to determine whether to audit review. If any records are maintained at a location other than the calculation office of the annual Operating Expense statement as permitted under Building, Subtenant may either inspect the Master Leaserecords at such other location or pay for the reasonable cost of copying and shipping the records. In Within 60 days after the event records are made available to Subtenant, Subtenant shall have the right to give Sublandlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Sublandlord’s Statement of Expenses for that year. If Subtenant fails to give Sublandlord elects an Objection Notice within the 60 day period or fails to audit Operating provide Sublandlord with a Review Notice within the 90 day period described above, Subtenant shall be deemed to have approved Sublandlord’s Statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Subtenant provides Sublandlord determines with a timely Objection Notice, Sublandlord and Subtenant shall work together in good faith to resolve any issues raised in Subtenant’s Objection Notice. If Sublandlord and Subtenant determine that Sublandlord was overcharged Expenses for Operating Expenses and Sublandlord in turn had overcharged Subtenantthe calendar year are less than reported, then Sublandlord shall reimburse provide Subtenant for with a credit against the next installment of Rent in the amount of the overpayment by Subtenant’s overpayment promptly following the conclusion of such audit. The records obtained by Subtenant shall be treated as confidential.

Additional Rent. “Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay to Sublandlord, Sublandlord as "Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of " when the same is due under the Master Lease all amounts set forth in Sections 6, 7, 8 and 10 of the Fourth Amendment to Lease dated March 31, 2010 (excluding Section 7.6 [Reserve Account]“Fourth Amendment”), by and between Sublandlord and Master Landlord, as well as $12,501 per annum, payable in monthly installments of $1,041.75, for Subtenant’s contribution for parking lot expenses. Such All Base Rent and Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely is collectively referred to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premisesas, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease"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 elects to audit Operating Expenses institute an appropriate action or proceeding for the enforcement of said obligations against Consult-A-Nurse and Sublandlord determines that 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 was overcharged to enforce Sublandlord’s rights under the Office Building Lease for Operating Expenses 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 turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of SubtenantSublandlord’s overpayment promptly following the conclusion of such auditname).

Additional Rent. “Additional Rent” Tenant shall mean all sums other than Base Sublease Rent payable by Subtenant pay its pro-rata share of Operating Expenses. Within sixty (60) days after the first day of each calendar year, or a reasonable period thereafter, Landlord shall furnish to Sublandlord under this Sublease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to SubtenantTenant an estimate of Tenant’s failure to perform any pro-rata share of its obligations under this Subleasereimbursable Operating Expenses for the ensuing calendar year. Subtenant Tenant shall pay to SublandlordLandlord 1/12th of said estimate at the same time and place as the Base Rent is to be paid pursuant to paragraph 3, as Additional Rent, Subtenant’s pro rata share above. Landlord will furnish a statement of Tenant’s Operating Cost Share of the actual cost with respect to the reimbursable Operating Expenses pursuant to Section 7 of the Master Lease no later than one hundred twenty (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10120) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to following the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to calendar year-end including the Premises, as those terms are defined year following the year in Section 7.1(a) of which the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master LeaseLease terminates. In the event that Sublandlord elects Landlord is, for any reason, unable to audit furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and Sublandlord determines that Sublandlord was overcharged for records showing the reimbursable Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly be waived if an invoice therefor is not delivered to Tenant within two (2) years following the conclusion of year in which such auditOperating Expense was incurred.

Additional Rent. All sums payable by Tenant under this Lease other than Base Rent shall be deemed “Additional Rent;” the term “Rent” shall mean Base Rent and Additional Rent. Landlord shall estimate in advance and charge to Tenant the following costs, to be paid with the Base Rent on a monthly basis throughout the Lease Term, but commencing with the first day of the first month of the Lease Term: (i) all sums other than Base Sublease Rent payable by Subtenant to Sublandlord Real Property Taxes for which Tenant is liable under Sections 5.01 and 5.02 of this SubleaseLease, including (without limitation): overtime or excess service chargesii) all utility costs (if utilities are not separately metered) for which Tenant is liable under Section 6.01 of this Lease, (iii) all insurance premiums for which Tenant is liable under Sections 7.01 and 7.06 of this Lease and (iv) all CAM Expenses for which Tenant is liable under Section 8.04 of this Lease. Collectively, the aforementioned Real Property Taxes, insurance, utility, and late chargesCAM Expenses shall be referred to as the “Total Operating Costs”. For reference purposes only and not as any representation by Landlord as to such information, damagesthe 2010 budget for the Total Operating Costs is attached hereto as Exhibit H and incorporated herein by this reference. Landlord may adjust its estimates of Total Operating Costs at any time based upon Landlord’s experience and reasonable anticipation of costs. Such adjustments shall be effective as of the next Rent payment date after notice to Tenant. Within one hundred twenty (120) days after the end of each Fiscal Year during the Lease Term, interest Landlord shall deliver to Tenant a statement prepared in accordance with generally accepted accounting principles setting forth, in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding Fiscal Year and other Tenant’s Pro Rata Share of such expenses. Within thirty (30) days after Tenant’s receipt of such statement, there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the case may be) in order that Landlord shall receive the entire amount of Tenant’s Pro Rata of such costs and expenses related for such period. In addition to Subtenant’s failure its obligation to perform pay Base Rent and its Pro Rata Share of Total Operating Costs, Tenant is required hereunder to pay directly to its suppliers, vendors, carriers and contractors, certain insurance premiums, utility costs, personal property taxes, maintenance and repair costs and other expenses, collectively “Additional Expenses.” If Landlord pays for any Additional Expenses in accordance with the terms of its obligations under this Sublease. Subtenant shall pay to SublandlordLease, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant obligation to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such reimburse such costs shall be an Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to obligation payable in full with the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditnext monthly Rent payment.

Additional Rent. “Additional Rent” Tenant shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay to Sublandlordpay, as Additional Rent ("Additional Rent"), Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 prorated for that part of the Master Lease Term within the applicable calendar year, Tenant's Percentage Share (excluding Section 7.6 [Reserve Account]"Tenant's Percentage Share"). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined hereafter defined, of the total amount of (i) the annual operating expenses ("Operating Expenses"), as hereafter defined, and (ii) the annual taxes ("Taxes"), for the Building. For all years during the Lease Term, Landlord shall, in Section 7.1(aadvance, reasonably estimate for each such calendar year the total amount of the Additional Rent. One-twelfth (1/12) of the Master Leaseestimated Additional Rent (plus all applicable taxes now existing or hereafter enacted) shall be payable monthly, along with the monthly payment of the Base Rent. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord Landlord shall use its judgment reasonably exercisedbest efforts to make such estimate on or before January 1 of each calendar year. On or before March 31 following a year for which Additional Rent is payable hereunder, Landlord shall use its best efforts to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for provide Tenant with the amount of Subtenant’s overpayment promptly the actual Additional Rent for the previous year, and a reasonable breakdown of the items included therein, together with an invoice for any underpayments of Additional Rent (to be paid within thirty (30) days following the conclusion receipt of such auditinvoice, or to be included with the next monthly payment of Rent, whichever shall first occur) or a check to Tenant to reimburse Tenant for any overpayment of Additional Rent. For a period of thirty (30) days after receipt of the aforedescribed reconciliation statements, Tenant shall have the right, upon advance notice, to visit Landlord's office in the Building during Business Hours, as hereafter defined, to inspect its books and records concerning the Additional Rent. The delivery of the aforedescribed projection statement after January 1 and/or the reconciliation after March 31 shall not be deemed a waiver of any of Landlord's rights to collect monies and/or a waiver of any of the duties and obligations of Tenant as described in this section or as provided elsewhere in this Lease.

Additional Rent. Commencing January 1, 2020 and each year thereafter during the Term hereof, in addition to Base Rent, Subtenant shall pay to Sublandlord as Additional Rent (“Additional Rent” shall mean all sums other than ”): (i) 4.1164% of the increases in the Building’s Operating Expenses (the “Operating Expenses Escalation”) over the 2019 Base Sublease Rent payable by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service chargesOperating Expense Year and for each year following the Base Operating Expense Year, and late charges(ii) the 3.8363% of the increases in the Building’s Taxes (the “Tax Escalation” and together with the Operating Expenses Escalation, damages, interest the “Escalation Rent”) over the 2019/2020 Base Year (the “Base Tax Year”) and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Subleasefor each year following the Base Tax Year. Subtenant shall pay to Escalation Rent in monthly installments on the first day of each month in an amount set forth in a written estimate by Sublandlord; provided, as Additional Renthowever, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been is a ten percent (10%) or greater increase change in Operating Expensesthe amount of Escalation Rent payable by Subtenant, Sublandlord shall use provide such written estimate to Subtenant at least fifteen (15) days before such amount is first due. Sublandlord shall promptly forward to Subtenant all estimates and reconciliation statements that Sublandlord receives from Prime Landlord. At the same time, in addition to such estimates or reconciliation statements, Sublandlord shall provide Subtenant its judgment reasonably exercised, to determine whether to audit the calculation of Escalation Rent for such calendar or fiscal year, as well as supporting documentation to the annual Operating Expense statement as permitted under the Master Leaseextent provided by Prime Landlord or developed independently by Sublandlord. In the event that Sublandlord elects an adjustment to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged or Taxes or any other Additional Rent is made by Prime Landlord, Escalation Rent shall be adjusted accordingly. Upon written request from Subtenant, then Sublandlord shall reimburse promptly exercise any right it may have to cause Prime Landlord’s books and records to be audited; provided, however, that Subtenant shall pay the cost of the audit and indemnify, defend and hold harmless Sublandlord from and against all claims, damages, costs and expenses incurred by Sublandlord as a result of the audit. The Base Rent and Additional Rent may sometimes be referred to herein collectively as the “Rent.” Notwithstanding anything herein to the contrary, Subtenant shall not be responsible for any sums due under the amount Prime Lease which are not due from Subtenant to Sublandlord pursuant to the express terms of Subtenant’s overpayment promptly following this Sublease, or which are due under the conclusion Prime Lease or this Sublease and are assessed as a result of the failure of Sublandlord to comply with the Prime Lease unless Subtenant is in default of any of the terms or provisions of this Sublease or the Prime Lease on the date such auditsums are assessed by Prime Landlord.

Additional Rent. “Tenant shall reimburse to Landlord monthly, throughout the Term of Lease and any extension of this Lease, the following Additional Rent” shall mean all sums other than Base Sublease Rent payable to the extent allocable to the Demised Premises: Common Area Maintenance (CAM) expenses, Real Estate Taxes/Assessments, any Utilities not paid directly by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service chargesTenant, and late chargesany Miscellaneous Charges or Reimbursements Landlord may estimate annual CAM and Real Estate Taxes/Assessments expenses as a basis for reimbursement for any calendar year and invoice in monthly installments (see Exhibit C). During the Term of Lease and/or any extension of this Lease, damagesLandlord, interest within 120 days of each calendar year end, will provide to Tenant a written statement of actual CAM and other costs and expenses related to Subtenant’s failure to perform Real Estate Taxes/Assessments expenses, along with reasonable backup information with respect thereto. If Tenant has underpaid its share of any of its obligations under this Sublease. Subtenant these expenses, at Landlord’s election, Tenant shall pay to Sublandlordreimburse Landlord as invoiced, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent which amounts shall be paid by Subtenant within ten thirty (1030) days of receipt of Sublandlord’s billing thereforsuch invoice. Subtenant’s prorata If Tenant has overpaid its share of any of these expenses, Landlord will credit such Operating Costs under this Sublease amount against the most current monthly invoice. If the Term of Lease includes less than the full calendar year, any reimbursements) will be prorated based on time of occupancy for such year. Upon prior written notice to Landlord, Tenant shall be 20.11% of Tenant’s Operating Cost Share relating solely to have the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether opportunity to audit the calculation actual CAM and Real Estate Taxes/Assessments expenses statement for a period of 180 days upon receipt of said Statement. Tenant waives its rights to audit the actual CAM and Real Estate Taxes/Assessments expenses upon the failure of the annual Operating Expense statement as permitted under the Master LeaseTenant to exercise such rights during said 120 day period. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was Tenant has been overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenantby three percent (3%) or more, then Sublandlord Landlord shall reimburse Subtenant for Tenant, along with the amount of Subtenant’s overpayment promptly following such over charge, the conclusion reasonable cost of such audit. Tenant’s share of all Additional Rent will be determined by the Tenant’s leased share (Demised Premises) of the total building square footage along with Tenant’s proportionate share of any rooms considered common area to the building (expenses will be calculated on an annual basis divided by building square footage to obtain an annual cost per square foot.) Landlord, at its election, may invoice for reimbursement(s) of any Utility usage not paid directly by Tenant.

Additional Rent. “Additional Rent” Rent shall mean all sums other be calculated on the basis of the 1998 calendar year as the Base Year, but Tenant's obligation to pay adjusted Additional Rent shall occur on each anniversary of the Commencement Date. Additional Rent shall be due during any year or partial year of the Lease Term, beginning with the first anniversary of the Commencement Date, during which the Actual Expense Rate is greater than the Base Sublease Expense Rate. Beginning with the first anniversary of the Commencement Date (or as soon thereafter as reasonably possible), Landlord shall provide to Tenant a statement of Landlord's reasonable estimate of the Expense Rate (calculated by dividing Landlord's reasonable estimate of Expenses for the current calendar year, by the Rentable Area in the Building) projected by Landlord for the calendar year in which such calculation occurs (the "Projected Expense Rate"). Beginning on the first anniversary of the Commencement Date, Tenant shall pay to Landlord on the first day of each month one-twelfth (1/12th) of the product of (a) the positive difference (if any) obtained by subtracting the Base Expense Rate from the Projected Expense Rate for the calendar year in which such calculation occurs, and (b) the Rentable Area in the Premises. Until Tenant has received the statement of the Projected Expense Rate from Landlord, Tenant shall pay or continue to pay Additional Rent to Landlord in the same amount (if any) as required for the last month of the prior Lease year. After Tenant receives the statement, on the next date when Base Rent is due, Tenant shall pay to Landlord, or Landlord shall credit to Tenant (whichever is appropriate), the difference between the amount paid by Tenant and the amount payable by Tenant as set forth in such statement. Not more than twice during any Lease year, Landlord may in good faith revise the Projected Expense Rate and provide Tenant with a revised statement, and thereafter Tenant shall pay Additional Rent on the basis of the revised statement. Landlord shall provide to Tenant, within one hundred fifty (150) days after the end of each Lease year a statement of the Actual Expenses, the Actual Expense Rate and the Additional Rent for such year. Landlord shall provide to Tenant upon request, an itemized statement specifying actual expenses by major category. Tenant shall pay to Landlord, within thirty (30) days after Tenant's receipt of such statement, the uncollected Additional Rent for such Lease year. If the actual Additional Rent payable by Subtenant Tenant for any Lease year is less than the aggregate of the actual Additional Rent collected by Landlord for such Lease year, Landlord shall promptly refund the amount of such excess (or, at Landlord's option, apply such excess against the next ensuing payments of Rent due or to Sublandlord under this Sublease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related become due hereunder). Failure of Landlord to Subtenant’s failure to perform any of provide the statement called for hereunder shall not relieve Tenant from its obligations under this SubleaseSection 2.5 or elsewhere in this Lease. Subtenant shall pay to SublandlordProvided, as Additional Renthowever, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely that for each calendar year subsequent to the Premises and 20.11% calendar year 1998, the Controllable Expenses component of Tenant’s Exterior Common Area Cost Share relating solely to Actual Expenses shall not increase by more than the Premises, as those terms are defined in Section 7.1(a(i) of the Master Lease. When reasonably requested by Subtenant if there has been a ten actual increase; or (ii) five percent (105%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation aggregate over the Controllable Expenses component of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Actual Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditprevious calendar year, whichever is less.

Additional Rent. “Tenant shall reimburse to Landlord monthly, throughout the Term of Lease and any extension of this Lease, the following Additional Rent” shall mean all sums other than Base Sublease Rent payable : Common Area Maintenance (CAM) expenses, Real Estate Taxes/Assessments, any Utilities not paid directly by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service chargesTenant, and late chargesany Miscellaneous Charges or Reimbursements. Landlord may estimate annual CAM and Real Estate Taxes/Assessments expenses as a basis for reimbursement for any calendar year and invoice in monthly installments (see Exhibit D). During the Term of Lease and/or any extension of this Lease, damagesLandlord, interest within 120 days of each calendar year end, will provide to Tenant a written statement of actual CAM and other costs Real Estate Taxes/Assessments expenses. If Tenant has underpaid its share of any of these expenses, at Landlord’s election, Tenant shall reimburse Landlord as invoiced. If Tenant has overpaid its share of any of these expenses, Landlord will credit such amount against the most current monthly invoice. If the Term of Lease is less than one calendar year any reimbursement(s) will be prorated based on time of occupancy for such year. Upon prior written notice to Landlord, Tenant shall have the opportunity to audit the actual CAM and Real Estate Taxes/Assessments expenses related statement for a period of 90 days upon receipt of said statement. Tenant waives its right to Subtenant’s audit the actual CAM and Real Estate Taxes/Assessments expenses upon its failure to perform any of its obligations under this Subleaseexercise such right during said 90 day period. Subtenant shall pay to Sublandlord, as Additional Rent, SubtenantTenant’s pro rata share of all Additional Rent will be determined by the Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease leased share (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Demised Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested total building square footage along with Tenant’s proportionate share of any rooms considered common area to the building (expenses will be calculated on an annual basis divided by Subtenant if there has been a ten percent (10%building square footage to obtain an annual cost per square foot.) or greater increase in Operating ExpensesLandlord, Sublandlord shall use at its judgment reasonably exercisedelection, to determine whether to audit the calculation may invoice for reimbursement(s) of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditany Utility usage not paid directly by Tenant.

Additional Rent. Commencing on the Possession Date, Tenant shall pay Landlord as additional Rent all amounts attributable to Real Property Taxes, as defined below. All monies other than Base Rent required to be paid by Tenant in this Lease, including, but not limited to, Pre-Commencement Rent, Real Property Taxes, as defined below, charges to be paid by Tenant under Paragraph 15, the interest and late charge described in Paragraphs 26.4 and 26.5, and any monies spent by Landlord pursuant to Paragraph 30, shall be considered additional rent (“Additional Rent” ”). Tenant shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall also pay to SublandlordLandlord as Additional Rent the aggregate amount of $150,000.00 in consideration for Landlord’s expenses incurred in pursuit of the CUP (“CUP Obligation”) within one (1) year of the first day of the month following issuance of the CUP and commencement of business operations under the CUP. The amount of Additional Rent attributable to Real Property Taxes, as Additional Rentdefined below, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant shall be paid monthly in an amount equal to Section 7 1/12th of the Master amount due in the applicable year (the amount due for any partial month or Lease (excluding Section 7.6 [Reserve Account]year shall be prorated). Such Additional amount shall be based on Landlord’s written statement estimating such Real Property Taxes for the applicable year. If at the end of any Lease year, the amount paid by Tenant for Real Property Taxes is less than the amount of Real Property Taxes otherwise required to be paid by Tenant for such year (based on the actual amount of such Real Property Taxes for such year) the balance shall be paid by Tenant along with the next monthly installment of Rent under this Lease, and if the amount paid by Tenant for Real Property Taxes for such year is more than the amount of Real Property Taxes otherwise required to be paid by Tenant for such year, such amount shall be credited against the next installments of Rent payable under this Lease (if any such amounts remain owing by Landlord to Tenant after the termination of this Lease, such amounts shall be paid by Subtenant Landlord to Tenant within ten twenty (1020) days of receipt the termination of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such audit).

Additional Rent. “Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this SubleaseCommencing on the Commencement Date and continuing through the end of the Term, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant Lessee shall pay to SublandlordLessor in readily available funds, as Additional Rentwithout deduction, Subtenantoffset, or demand, monthly, in advance, Xxxxxx’s pro rata share of TenantLessor’s Operating Cost Share cost of Operating Expenses pursuant fire and extended coverage insurance, as well as Lessor’s cost of liability and property damage insurance, so far as such costs are attributable to Section 7 the Property. Lessee shall also reimburse Lessor for real property taxes and general and special assessments, and for Xxxxxx’s pro rata share of the Master Lease (excluding Section 7.6 [Reserve Account])Lessor’s expenses of maintenance and repair of the parking areas and the exterior of the Property. Such Additional Rent All such pro rata amounts described in this paragraph 9.B. shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease deemed “Lessee Reimbursements.” Lessee Reimbursement shall be 20.11% deemed to be additional rent and are due and payable separately from Rent. Lessee Reimbursements shall be calculated by multiplying the total amount of Tenant’s Operating Cost Share relating solely to all such costs described above by the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) percentage of the Master LeaseProperty that is occupied by Lessee at the time the Lessee Reimbursement is due. When reasonably requested by Subtenant if there has been a ten percent (10%) If Xxxxxx takes possession of additional space in the Property or greater increase abandons or otherwise vacates space in Operating Expensesthe Property other than on the day after the Lessee Reimbursement is due, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of SubtenantLessee Reimbursement shall be prorated at the rate of 1/365 per day. The late charge provisions set out above shall also apply to these Lessee reimbursements due Lessor. Lessor shall provide Lessee with a copy of the property tax bill in order to establish the basis of Lessee Reimbursements due for taxes and assessments, and a copy of the payment statement for fire and extended coverage insurance and for liability and property damage insurance applicable for the period during which Lessee Reimbursements are due hereunder, as well as copies of invoices for Lessor’s overpayment promptly cost of maintenance and repair for which Lessee Reimbursements are due. Lessor shall provide Lessee with the property tax bill, insurance bills, and copies of maintenance charges 30 days before such charges are due. Lessee may audit Lessor’s said tax, insurance, and maintenance records at its own expense. If Lessee shall fail to pay any additional rent in accordance with the terms hereof, Lessor shall have all the rights and remedies with respect thereto as Lessor has for nonpayment of Rent. Lessee shall be responsible for payment of the following as applicable to the conclusion Property and/or Additional Property, if applicable (collectively, “Additional Rent”): all utilities as required in this Agreement, all general maintenance and repairs Lessee is required to perform pursuant to this Agreement. The total of such auditAdditional Rent shall not exceed $.13 per foot per month.

Additional Rent. Commencing on the Rent Commencement Date, Subtenant shall be responsible for, and shall reimburse Tenant for Subtenant’s Share of storm drain cleaning for the Property; any management fees Tenant pays to Landlord pursuant to the Master Lease; and any costs that Tenant incurs with regard to its performance of activities described in Master Lease Sections 5(B)(3) and 5(B)(5), real property taxes, and insurance that Tenant is required to maintain pursuant to the Master Lease. For purposes of this Sublease, any amounts payable by Subtenant hereunder, in addition to and at the same time as the Base Rent, is referred to collectively as “Additional Rent” ”. Within thirty (30) days of the Commencement Date, and thereafter at least thirty (30) days prior to the commencement of each calendar year during the Term, or as soon thereafter as commercially practicable, Tenant shall mean all sums other than furnish Subtenant with a written statement setting forth the estimated monthly Additional Rent for such calendar year (or partial year, as the case may be) (the “Estimated Costs”). Subtenant shall include the monthly Estimated Costs with its monthly payment of Base Sublease Rent payable Rent. Within ninety (90) days after the close of each calendar year, or as soon thereafter as commercially practicable, Tenant shall deliver to Subtenant a written statement setting forth the actual costs of items included as Additional Rent, during that calendar year (the “Actual Costs”). If the Actual Costs exceed the Estimated Costs paid by Subtenant to Sublandlord under this SubleaseTenant for such calendar year, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant Tenant such excess within ten (10) days of after receipt of Sublandlord’s billing thereforsuch statement. Subtenant’s prorata share of If the statement shows such Operating Actual Costs under this Sublease to be less than the Estimated Costs, then Tenant shall be 20.11% credit the difference against Additional Rent due for the calendar months next following receipt of Tenant’s Operating Cost Share relating solely written statement, or within thirty days after the term expiration (subject to the Premises and 20.11% of any delay in Tenant’s Exterior Common Area Cost Share relating solely receipt of any reimbursement therefor that Tenant is entitled to from Master Lessor) refund the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by difference to Subtenant if there the term has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditexpired.

Additional Rent. Any amount required to be paid by Tenant hereunder (in addition to Base Rent) and any charges or expenses incurred by Landlord on behalf of Tenant under the terms of this Lease shall be considered “Additional Rent” payable in the same manner and upon the same terms and conditions as the Base Rent reserved hereunder, except as set forth herein to the contrary. Base Rent and Additional Rent are collective referred to herein as “Rent”. In addition to the Base Rent specified in this Lease, commencing as of the Rent Commencement Date, Tenant shall pay to Landlord as Additional Rent for the Demised Premises, in each full or partial Lease Year during the Term, an amount equal to the Operating Expenses for a particular Lease Year (the “Annual Operating Expense Adjustment”). Landlord and Xxxxxx acknowledge and agree that so long as Tenant is leasing all of the rentable square footage of the Building, Tenant shall be responsible for 100% of the Operating Expenses incurred by Landlord, but that such amount shall be reduced proportionately in the event of any assignment or sublease permitted by this Lease or other reduction of the Demised Premises as may be agreed by Landlord or Tenant. As used herein “Operating Expenses” shall mean the amount of all sums other than Base Sublease Rent of Landlord’s costs and expenses paid in connection with utilities (if any), taxes and governmental assessments payable by Subtenant pursuant to Sublandlord Section 21 below, trash removal service, drainage system expense, landscaping maintenance, management fees, professional service fees and expenses (including reasonable attorneys’ fees and accounting fees), parking area maintenance costs, insurance premiums for any insurance coverage requirements under this SubleaseLease, including (without limitation): overtime or excess service chargesany and all assessments imposed by any Property Owners Association with jurisdiction over the Demised Premises, and late charges, damages, interest any and all other costs and expenses related attendant with the Landlord’s obligations with respect to Subtenant’s failure the operation, maintenance and repair of the Demised Premises. Operating Expenses shall not include (i) replacement of or structural repairs to perform the roof structure or the exterior walls; (ii) repairs to the extent covered by insurance proceeds that are actually received by Landlord, or paid by Tenant or other third parties; (iii) alterations solely attributable to third parties other than Tenant; (iv) marketing expenses; (v) any cost or expense associated with compliance with any Laws if such condition existed prior to the Rent Commencement Date; (vi) amortization of its obligations under this Subleaseprincipal or interest on account of any indebtedness; (vii) any legal expenses arising out of any misconduct or negligence of Landlord or any person for which Landlord is responsible or arising out of dealings between any principals constituting Landlord or arising .out of any leasing, sale or financing of the Building or the Land or any part of either of them. Subtenant Within sixty (60) days after the end of Lease year, Landlord and Xxxxxx agree to calculate the actual Operating Expense for the prior twelve month period, and if such calculation results in the Tenant having underpaid the actual Operating Expense for such period, within thirty (30) days after demand is made by Landlord, Tenant shall pay any deficiency. Additionally, Landlord shall estimate the Annual Operating Expense Adjustment annually, and written notice thereof shall be given to Tenant prior to the beginning of each calendar year. In no event may any such Annual Operating Expense Adjustment exceed, by more five percent (5%), the actual Operating Expenses for the immediately preceding Lease Year. Tenant shall pay to SublandlordLandlord each month, as Additional Rentat the same time the Base Rent is due, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant an amount equal to Section 7 of the Master Lease one-twelfth (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a1/12) of the Master Leaseestimated Annual Operating Expense Adjustment. When reasonably requested If Landlord does not furnish any such Annual Operating Expense Adjustment subsequent to the commencement thereof, then until the first day of the second month following the month in which such estimate is furnished to Tenant, Tenant shall pay to Landlord on the first day of each month an amount equal to the monthly sum payable by Subtenant Tenant to Landlord under this Section in respect of the last month of the preceding Lease Year, and after such estimate is furnished to Tenant, Landlord shall refund Tenant any overpayment or if there has been is a ten percent deficiency, Tenant shall pay any deficient amount to Landlord thirty (10%30) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditdays after demand therefor.

Additional Rent. “Commencing with the Rent Commencement Date, Sublessee shall pay to Sublessor without any set-off or deduction (except as otherwise expressly provided in this Sublease), at Sublessor's office, or to such other person or at such other place as Sublessor may designate by notice to Sublessee, the Additional Rent” Rent (as defined below). The Additional Rent shall mean all sums other than Base be paid in equal monthly installments in advance on or before the first day of each calendar month during the Term of this Sublease based upon a statement of Sublessor's good faith estimate of Additional Rent payable in respect of Operating Expenses provided by Subtenant Sublessor to Sublandlord under Sublessee at least thirty (30) days prior to the first day of each Building fiscal year (as hereinafter defined) (the "Estimated Expense Statement"). Payments of Additional Rent shall be apportioned for any fraction of a month occurring during the Term in which the Term Commencement Date or the last day of the Term of the Sublease may fall. Sublessor, in good faith, shall have the right to provide adjusted Estimated Expense Statements during any Building fiscal year and in the event Sublessor fails to provide an Estimated Expense Statement thirty (30) days prior to the commencement of any given Building fiscal year, Sublessee shall continue to pay Additional Rent based upon the immediately preceding Estimated Expense Statement until such time as Sublessor provides Sublessee with a new Estimated Expense Statement. Within six (6) months after the last day of each Building's fiscal year during the Term of this Sublease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any Sublessor shall furnish Sublessee with a statement of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as actual Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share Rent for such Building fiscal year in respect of Operating Expenses pursuant to Section 7 certified by an officer of Sublessor (the Master Lease (excluding Section 7.6 [Reserve Account]"Actual Expense Statement"). Such In the event the Actual Expense Statement shows that there exists a deficiency between the Additional Rent amounts shall be which was due by Sublessee and the actual Additional Rent paid by Subtenant Sublessee, Sublessee shall pay such deficiency to Sublessor within ten thirty (1030) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Actual Expense statement as permitted under the Master LeaseStatement. In the event the Actual Expense Statement shows that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount an overpayment of Subtenant’s overpayment promptly following the conclusion of such audit.Additional Rent

Additional Rent. “Any amounts required to be paid by Tenant under this Lease (in addition to Base Rent) hereunder and any charges or expenses incurred by Landlord on behalf of Tenant under the terms of this Lease, including, without limitation, any expenses incurred for taxes, insurance, maintenance, repairs, replacements, owner's association dues and assessments, 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 reserved hereunder except as expressly set forth herein to the contrary. Without limiting the foregoing, Tenant shall mean and does hereby agree to pay directly, or to reimburse Landlord upon demand for, as Landlord may direct, and Additional Rent shall include, any and all sums other than owner's association dues and assessments, utilities and charges assessed against or attributed to the Demised Premises pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants or development standards paid by 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 Lease Commencement Date. Any failure on the part of Tenant to pay such Additional Rent when due shall entitle Landlord to the remedies available to it for non-payment of Base Sublease Rent payable by Subtenant to Sublandlord under this SubleaseRent, including (including, without limitation): overtime or excess service charges, late charges and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay to Sublandlord, thereon at the Interest Rate (as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses herein defined) pursuant to Section 7 32 hereof. Tenant's obligations for payment of Additional Rent shall begin to accrue on the Lease Commencement Date regardless of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Base Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditCommencement Date.

Additional Rent. All monies other than Base Rent required to be paid by Subtenant under this Sublease shall be deemed additional rent (“Sublease Additional Rent”). Subtenant acknowledges that Sublandlord is required to pay to Master Landlord “Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service chargesthe Master Lease, and late chargesestimated payments thereof and adjustments thereto under Article V of the Master Lease (collectively, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease“Master Lease Additional Rent”). Subtenant shall pay to SublandlordSublandlord as Sublease Additional Rent hereunder, all of such Master Lease Additional Rent and any other sums which are included in the definition of “Rent” under the Master Lease and that Sublandlord is required to pay to Master Landlord. During the Term, Subtenant shall pay to Sublandlord monthly installments of Sublease Additional Rent in advance on the first day of each calendar month and otherwise on the same terms and conditions described above with respect to Base Rent. Unless a shorter time period is specified in this Sublease, all payments of miscellaneous Rent charges hereunder (that is, all Rent other than Base Rent and Master Lease Additional Rent) shall be due and payable within thirty (30) days following Master Landlord’s delivery to Subtenant of an invoice therefor. Sublandlord and Subtenant agree that each provision of this Sublease for determining charges and amounts payable by Subtenant (including provisions regarding Sublease Additional Rent) is commercially reasonable and, as to each such charge or amount, constitutes a statement of the amount of the charge or a method by which the charge is to be computed for purposes of Section 93.012 of the Texas Property Code. Sublandlord shall promptly forward the Master Landlord’s estimate of Master Lease Additional Rent (and any adjustments thereto by Master Landlord), any appropriate invoices received from Master Landlord, Master Landlord’s Reconciliation Statements, and any other estimates, invoices or statements that Master Landlord provides to Sublandlord with respect to any Master Lease Additional Rent. Subtenant and Sublandlord agree, as a material part of the consideration given by Subtenant to Sublandlord for this Sublease, that this Sublease is intended to be a net sublease and in accordance therewith Subtenant shall pay any Rent owed by Sublandlord to Master Landlord under the Master Lease. Any overpayments or underpayments of Master Lease Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to shall be handled directly between Master Landlord and Subtenant in accordance with Section 7 5.4(a) of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Lease, and Sublandlord agrees to remit any refunds that it receives from Master Landlord for overpayments of Rent amounts shall be paid by to Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditBusiness Days.

Additional Rent. Tenant shall reimburse to Landlord monthly, throughout the Term of the Lease and any extension of this Lease, for the following items, which shall be deemed “Additional Rent” shall mean all sums other than Base Sublease Rent payable hereunder: Landlord Maintenance Expenses, Real Estate Taxes/Assessments, any utilities not paid directly by Subtenant Tenant (to Sublandlord under this Sublease, including (without limitation): overtime or excess service chargesthe extent not included in Landlord Maintenance Expenses), and late chargesany Miscellaneous Charges or Reimbursements, damageseach as defined below. Additional Rent shall be prorated for any partial month during the Term. Landlord may estimate the annual amount of Landlord Maintenance Expenses and Real Estate Taxes/Assessments as a basis for reimbursement for any calendar year and invoice in monthly installments. During the Term of Lease and/or any extension of this Lease, interest Landlord, within one hundred twenty (120) days of each calendar year end, will provide to Tenant a written statement of actual Landlord Maintenance Expenses and other costs and expenses related to Subtenant’s failure to perform Real Estate Taxes/Assessments. If Tenant has underpaid its share of any of its obligations under this Sublease. Subtenant these expenses, Tenant shall pay to Sublandlord, reimburse Landlord as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant invoiced within ten (10) business days after receipt of such invoice. If Tenant has overpaid its share of any of these expenses, Landlord will credit such amount against the most current monthly invoice (or pay such amount to Tenant within thirty (30) days of the expiration of the Term. Upon prior written notice to Landlord, Tenant shall have the opportunity to audit the actual Landlord Maintenance Expenses and Real Estate Taxes/Assessments statement for a period of ninety (90) days after receipt of Sublandlord’s billing thereforsaid statement. Subtenant’s prorata share of Tenant waives its right to audit the actual Landlord Maintenance Expenses and Real Estate Taxes/Assessments if Tenant fails to exercise such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely right during said ninety (90) day period. Unless the audit reveals that Tenant has been overcharged by an amount greater than or equal to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(afive percent (5%) of the Master Leasetotal annual charge, Tenant shall pay all costs related to its audit. When reasonably requested by Subtenant if there has been a ten If the overcharge to Tenant is or exceeds five percent (105%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenantcharge, then Sublandlord Landlord shall reimburse Subtenant for pay the cost of the audit, up to a maximum amount of $1,500.00. Landlord shall credit Tenant’s account with the amount of Subtenant’s overpayment promptly following the conclusion discrepancy; provided, however, during the last year of the Term, such auditexcess shall be refunded to Tenant within thirty (30) days after the expiration of the Term. Landlord, at its election, may invoice for reimbursement(s) of any utility usage not paid directly by Tenant, provided such amount is not included in Landlord Maintenance Expenses. Additional Rent is currently estimated to be $4.43 per square foot for calendar year 2017.

Additional Rent. “commencing on the first day of the month following the month in which Landlord notifies Tenant of the amount of such Additional Rent” . If, as finally determined, the amount of Additional Rent owing by Tenant shall mean all sums other be greater than Base Sublease Rent payable by Subtenant or less than the aggregate of installments so paid to Sublandlord under this SubleaseLandlord for each calendar year, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant the Tenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of Landlord the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share amount of such Operating Costs under this Sublease underpayment, or Landlord shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant credit Tenant for the amount of Subtenant’s overpayment promptly following such overpayment, as the conclusion case may be. Upon the expiration of any separate bond assessments levied against the Premises, the real estate tax portion of the monthly Additional Rent payment shall be immediately decreased by the amount of such auditreduction in bond assessment. It is the intent hereunder to estimate the amount of Additional Rent for each calendar year 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 payment of Additional Rent shall survive the termination of this Lease. A 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 date Landlord notifies Tenant of the amount of Additional Rent owing, Tenant or its authorized agent shall have the right to inspect the books of Landlord during the business hours of Landlord at such location that Landlord during the business hours Landlord at such location that Landlord may specify, for the purpose of verifying such amount. Unless Tenant asserts specific errors within such days, such notification by Landlord shall be deemed to be correct. A decrease in Additional Rent shall reduce Tenant's liability hereunder below the amount of Base Rent payable hereunder.

Additional Rent. A. In addition to Base Rent, Tenant shall pay, as Additional Rent, the cost of the Commercial General Liability Insurance that Landlord is required to maintain under Exhibit E of this Lease Agreement relating to the Leased Premises and all charges for any services, goods or materials furnished by Landlord at Tenant’s written request which are not required to be furnished by Landlord under this Lease Agreement (“Additional Rent” and, together with Base Rent, “Rent”). In the event Landlord maintains a blanket policy of Commercial General Liability Insurance, Landlord and Tenant agree that the costs therefor attributable to this Lease Agreement and to be characterized as Additional Rent hereunder shall be determined on a pro rata basis among the matters insured by such blanket policy. Notwithstanding the foregoing, during the periods in which the Pearland Economic Development Corporation is the Landlord hereunder, the term “Additional Rent” shall mean all sums other than Base Sublease not include the cost of Landlord’s Commercial General Liability Insurance. B. Additional Rent under this Section 6 shall be payable by Subtenant Tenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service chargesLandlord in monthly installments equal to 1/12th of Landlord’s estimate of the annual Additional Rent. The initial monthly payments are based upon Landlord’s estimate of the Additional Rent for the year in question, and late chargesshall be increased or decreased annually to reflect the projected actual Additional Rent for that year. Within one hundred twenty (120) days after each calendar year or as soon thereafter as is reasonably practicable, damagesLandlord shall deliver to Tenant a statement setting forth the actual Additional Rent for such year. If Tenant’s total payments in respect of Additional Rent for any year are less than the actual Additional Rent for that year, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant Tenant shall pay the difference to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant Landlord within ten (10) days of receipt of Sublandlordafter Landlord’s billing request therefor. SubtenantIf such payments made by Tenant are more than such actual Additional Rent for that year, Landlord shall, at Landlord’s prorata share option, either (i) credit such excess against Tenant’s next accruing Rent hereunder, or (ii) repay such excess to Tenant within thirty (30) days. There shall be no duplication of costs for reimbursements in calculating Additional Rent, and any excess retained by Landlord at the end of the Term shall be refunded to Tenant within thirty (30) days after the end of the Term. Upon request from Tenant, Landlord shall deliver to Tenant the invoice from Landlord’s insurance carrier documenting the cost of the Commercial General Liability Insurance. C. The first monthly installment (subject to proration, if any) of Additional Rent shall be due on the Rent Commencement Date; thereafter, monthly installments of such Operating Costs under this Sublease Additional Rent shall be 20.11% due monthly, in advance, on the first day of each calendar month following the Rent Commencement Date. In connection with the first monthly installment of Additional Rent, Landlord shall provide to Tenant a written estimate of the Additional Rent that will be owed by Tenant’s Operating Cost Share relating solely , at least ten (10) days prior to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditRent Commencement Date.

Additional Rent. “Additional Rent” shall mean all All sums payable by Tenant under this Lease other than Base Sublease Rent payable by Subtenant shall be deemed "Additional Rent;" the term "Rent" shall mean Base Rent and Additional Rent. Landlord shall estimate in advance and charge to Sublandlord Tenant the following costs, to be paid with the Base Rent on a monthly basis throughout the Lease Term: (i) all Real Property Taxes for which Tenant is liable under this SubleaseSection 5.01 and 5.02 of the Lease, including (without limitation): overtime or excess service chargesii) all utility costs (if utilities are not separately metered) for which Tenant is liable under Section 6.01 of the Lease, (iii) all insurance premiums for which Tenant is liable under Sections 7.01 and 7.08 of the Lease, (iv) all CAM Expenses for which Tenant is liable under Section 8.04 of the Lease. Collectively, the aforementioned Real Property Taxes, insurance, utility, and late chargesCAM Expenses shall be referred to as the "Total Operating Costs." Landlord may adjust its estimate of Total Operating Costs at any time based upon Landlord's experience and reasonable anticipation of costs. Such adjustments shall be effective as of the next Rent payment date after notice to Tenant. Within 120 days after the end of each fiscal year (which shall be the calendar year for this Lease) during the Lease Term, damagesLandlord shall deliver to Tenant a statement prepared in accordance with generally accepted accounting principles setting forth, interest in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding fiscal year and other Tenant's Pro Rata Share of such expenses. Within thirty (30) days after Tenant's receipt of such statement, there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the case may be) in order that Landlord shall receive the entire amount of Tenant's share of such costs and expenses related for such period. In addition to Subtenant’s failure its obligation to perform any of pay Base Rent and its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Pro Rata Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Total Operating Expenses, Sublandlord Tenant is required hereunder to pay directly to suppliers, vendors, carriers, contractors. etc. certain insurance premiums, utility costs, personal property taxes, maintenance and repair costs and other expenses, collectively "Additional Expenses." If Landlord pays for any Additional Expenses in accordance with the terms of this Lease, Tenant's obligation to reimburse such costs shall use its judgment reasonably exercisedbe an Additional Rent obligation payable in full with the next monthly Rent payment. Unless this Lease provides otherwise, to determine whether to audit Tenant shall pay all Additional Rent then due with the calculation next monthly installment of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditBase Rent.

Additional Rent. In addition to Basic Rent, Tenant promises to pay Additional Rent to Landlord during the Term, as follows. “Additional Rent”, for a particular year (which is deemed for this Section to include the partial first or last year of the Term, if such first or last year is not a full year), means (a) Tenant’s Proportionate Share (but not less than zero) of the excess of Operating Costs for such year over Operating Costs in the Base Year, (b) Tenant’s Proportionate Share (but not less than zero) of the excess of Real Estate Taxes for such year over Real Estate Taxes in the Base Year, (c) Tenant’s Proportionate Share of the Additional Pass Through Costs for such year, and (d) Tenant’s Proportionate Share of Electrical Costs for such year. Beginning on the Rent Commencement Date, and continuing on the first day of each calendar month thereafter, Tenant will pay Estimated Additional Rent to Landlord. “Estimated Additional Rent” shall mean all sums means monthly installments of Additional Rent in amounts estimated by Landlord. (Because the Base Year is 2011, the Operating Costs and Real Estate Taxes component of Estimated Additional Rent (and Additional Rent itself) will be -$0- through December 31, 2011.) If Landlord increases Estimated Additional Rent during a year, Tenant will promptly pay to Landlord the amount of the increase multiplied by the number of Estimated Additional Rent payments that Tenant has already paid to Landlord in such year. After each year, Landlord will deliver a statement to Tenant showing both the Estimated Additional Rent paid by Tenant and the amount of Additional Rent owing by Tenant for such year, detailing expenses by category (a “Statement”). Landlord will provide the Statement to Tenant within 150 days after the end of each year (the “Statement Due Date”). Tenant will pay any underpayment of Additional Rent to Landlord upon receipt of a Statement or invoice from Landlord (payable in three equal installments in each of the three months following Tenant’s receipt of the Statement if the underpayment exceeds 10% of the aggregate Additional Rent paid by Tenant in the period covered by the Statement), and Landlord will either refund any overpayment of Additional Rent to Tenant or credit future Additional Rent by the amount of any overpayment. “Tenant’s Proportionate Share” means a fraction, the numerator of which is the rentable area of the Premises and the denominator of which is the rentable area of the Project. With respect to any item, good, or service, Landlord may exclude from the denominator the rentable area of any tenant that is paying Landlord or the provider directly for such item, good, or service. Initially, Tenant’s Proportionate Share is the Initial Proportionate Share. Landlord (or any successor to Landlord) may not require Tenant to pay for any item, good, or service that Landlord does not include in a Statement (or supplement to a Statement) for more than (x) 120 days following the final resolution of any dispute or litigation, arbitration, mediation, or other proceeding concerning the validity or amount of Real Estate Taxes and (y) 18 months following the first Statement Due Date after Landlord pays for any other item, good, or service (i.e., other than Base Sublease Rent payable by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]Real Estate Taxes). Such Furthermore, Landlord fails to provide a Statement to Tenant on or before the Statement Due Date, then any overpayment by Tenant of Additional Rent amounts shall will accrue interest at the Default Rate from the Statement Due Date until the Date such amount is paid by Landlord to Tenant (to be paid by Subtenant within ten (10) days Landlord to Tenant in the same manner that such overpayment of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditAdditional Rent is paid).

Additional Rent. Throughout the Term of this Lease, Tenant shall pay, as additional rent, to Landlord Tenant’s Proportionate Share of the Operating Expenses (as defined in Section 4.3), plus any additional sums due pursuant to Section 6.1 (“Additional Rent” ”), in equal monthly installments, payable with each installment of Base Rent. Tenant’s Proportionate Share of the Operating Expenses shall mean all sums be based on Landlord’s reasonable and good faith estimate of the Operating Expenses due from Tenant for the current calendar year of the Term, in relation to Tenant’s Proportionate Share (“Estimated Operating Expenses”). For partial calendar years in the Term, Tenant shall pay Additional Rent equal to one-twelfth (1/12) of the annual Estimated Operating Expenses for each month during the Term. Commencing on January 1, 2024, Tenant’s liability for Operating Expenses shall not increase by more than four percent (4%) annually on a noncumulative basis, exclusive of increases attributable to Taxes (as hereinafter defined), utilities, insurance, snow removal costs, association dues, and any other than Base Sublease Rent expenses that Landlord has no reasonable ability to control. Within sixty (60) days after the end of each calendar year in the Term, Landlord shall furnish to Tenant a statement showing in reasonable detail the determination of Landlord’s true and actual Operating Expenses for the preceding calendar year. If the actual Operating Expenses payable by Subtenant the Tenant for any calendar year exceed the Estimated Operating Expenses paid by Xxxxxx, then Tenant shall, subject to Sublandlord under this Subleasea right to review Landlord’s books and records and/or Tenant’s right to conduct an audit, including as specified below, pay to Landlord within thirty (without limitation): overtime or excess service charges30) days after Xxxxxx’s receipt of Landlord’s statement of Operating Expenses due from Tenant, the difference between: (a) Tenant’s Proportionate Share of the actual Operating Expenses for such calendar year; and late charges(b) the total sum of Estimated Operating Expenses paid by Xxxxxx during such calendar year. If, damageshowever, interest and other costs and expenses related to Subtenant’s failure to perform the actual Operating Expenses payable by Tenant for any of its obligations under this Sublease. Subtenant calendar year are less than the Estimated Operating Expenses paid by Tenant during such calendar year, then Landlord shall pay to SublandlordTenant, as Additional Rentupon delivery to Tenant of the Landlord’s statement of the actual Operating Expenses, Subtenant’s pro rata share the difference between: (y) the total sum of Tenant’s Estimated Operating Cost Share Expenses paid by Tenant during such calendar year; and (z) the actual amount of Operating Expenses pursuant payable by Tenant during such calendar year. Failure of Landlord to Section 7 timely provide an annual reconciliation notice of underpayment or overpayment by Tenant of its Additional Rent obligation will not waive any of Landlord’s rights to collect such payments or Tenant’s obligations hereunder, but will extend each party’s rights until the date notice is given; provided, however, that in no event shall Landlord retroactively include items in Operating Expenses for a certain calendar year following the expiration of the Master Lease thirty-sixth (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (1036th) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share month after the expiration of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditcalendar year.

Additional Rent. “Additional Rent” shall mean all All sums payable by Tenant under this Lease other than Base Sublease Rent payable by Subtenant shall be deemed "Additional Rent;" the term "Rent" shall mean Base Rent and Additional Rent. Landlord shall estimate in advance and charge to Sublandlord Tenant the following costs, TO BE PAID WITH THE BASE RENT ON A MONTHLY BASIS THROUGHOUT THE LEASE TERM; (i) ALL REAL PROPERTY TAXES for which Tenant is liable under this SubleaseSection 5.01 and 5.02 of the Lease, including (without limitation): overtime or excess service chargesii) ALL UTILITY COSTS (IF UTILITIES ARE NOT SEPARATELY METERED) for which Tenant is liable under Section 6.01 of the Lease, (iii) ALL INSURANCE PREMIUMS for which Tenant is liable under Sections 7.01 and 7.08 of the Lease, (iv) ALL CAM EXPENSES FOR which Tenant is liable under Section 8.04 of the Lease. Collectively, the aforementioned Real Property Taxes, insurance, utility, and late chargesCAM Expenses shall be referred to as the "Total Operating Costs." Landlord may adjust its estimate of Total Operating Costs at any time based upon Landlord's experience and reasonable anticipation of costs. Such adjustments shall be effective as of the next Rent payment date after notice to Tenant. WITHIN 120 DAYS AFTER THE END OF EACH FISCAL YEAR (which shall be the calendar year for this Lease) during the Lease Term, damagesLandlord shall deliver to Tenant a statement prepared in ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES SETTING FORTH, interest IN REASONABLE DETAIL, the Total Operating Costs paid or incurred by Landlord during the preceding fiscal year and other Tenant's Pro Rata Share of such expenses. Within thirty (30) days after Tenant's receipt of such statement, there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the case may be) in order that Landlord shall receive the entire amount of Tenant's share of such costs and expenses related for such period. In addition to Subtenant’s failure its obligation to perform any of pay Base Rent and its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Pro Rata Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Total Operating Expenses, Sublandlord Tenant is required hereunder to pay directly to suppliers, vendors, carriers, contractors, etc. certain insurance premiums, utility costs, personal property taxes, maintenance and repair, costs and other expenses, collectively "Additional Expenses." If Landlord pays for any Additional Expenses in accordance with the terms of this Lease, Tenant's obligation to reimburse such costs shall use its judgment reasonably exercisedbe an Additional Rent obligation payable in full with the next monthly Rent payment. Unless this Lease provides otherwise, to determine whether to audit Tenant shall pay all Additional Rent then due with the calculation next monthly installment of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditBase Rent.

Additional Rent. “Additional Rent” shall mean all All sums payable by Tenant under this Lease other than Base Sublease Rent payable by Subtenant shall be deemed "Additional Rent;" the term "Rent" shall mean Base Rent and Additional Rent. Landlord shall estimate in advance and charge to Sublandlord Tenant the following costs, to be paid with the Base Rent on a monthly basis throughout the Lease Term: (i) all Real Property Taxes for which Tenant is liable under this SubleaseSection 5.01 and 5.02 of the Lease, including (without limitation): overtime or excess service chargesii) all utility costs (if utilities are not separately metered) for which Tenant is liable under Section 6.01 of the Lease, (iii) all insurance premiums for which Tenant is liable under Sections 7.01 and 7.06 of the Lease and (iv) all OAM Expenses for which Tenant is liable under Section 8.04 of the Lease. Collectively, the aforementioned Real Property Tax, insurance, utility, and late chargesOAM Expenses (if not paid by Tenant directly) shall be the "Total Operating Costs." Landlord may adjust its estimates of Total Operating Costs at any time based upon Landlord's experience and reasonable anticipation of costs. Such adjustments shall be effective as of the next Rent payment date after notice to Tenant. Within one hundred twenty (120) days after the end of each fiscal year during the Lease Term, damagesLandlord shall deliver to Tenant a statement prepared in accordance with generally accepted accounting principles setting forth, interest in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding fiscal year. Within thirty (30) days after Tenant's receipt of such statement, there shall be an adjustment between Landlord and other Tenant, with payment to or credit given by Landlord (as the case may be) in order that Landlord shall receive the entire amount of Tenant's share of such costs and expenses related for such period. In addition to Subtenant’s failure its obligation to perform any of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Base Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Total Operating Expenses, Sublandlord Tenant is required hereunder to pay directly to suppliers, vendors, carriers, contractors, etc. certain insurance premiums, utility costs, personal property taxes, maintenance and repair and other expenses collectively "Additional Expenses." If Landlord pays for any Additional Expenses in accordance with the terms of this Lease, Tenant's obligation to reimburse such costs shall use its judgment reasonably exercisedbe an Additional Rent obligation payable in full with the next monthly Rent payment. Unless this Lease provides otherwise, to determine whether to audit Tenant shall pay all Additional Rent then due with the calculation next monthly installment of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditBase Rent.

Additional Rent. All monies other than Base Rent required to be paid by Sub-Subtenant under this Sub-Sublease shall be deemed additional rent (“Additional Rent” ”). Additional Rent shall mean include, without limitation, all sums other than Base Sublease Rent amounts payable by Sub-Sublandlord under the Master Sublease with respect to or reasonably allocated to the Sub-Sublease Premises except to the extent otherwise specifically provided herein. Sub-Subtenant acknowledges that Sub-Sublandlord is required to pay Additional Rent under the Master Sublease in respect of “Expenses” and “Taxes” and estimated payments thereof and adjustments thereto under Paragraph 4.B of the Master Sublease. Sub-Subtenant and Sub-Sublandlord agree, as a material part of the consideration given by Sub-Subtenant to Sub-Sublandlord under for this Sub-Sublease, including (without limitation): overtime or excess service chargesthat, and late chargesin addition to all other Additional Rent set forth in this Sub-Sublease, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Sub-Subtenant shall pay to Sublandlord, as Additional Rent, Sub-Sublandlord Sub-Subtenant’s pro rata share of Tenant’s Operating Cost Share (1) all increases over the Base Year in Expenses and Taxes of Operating every kind and nature arising in connection with the Sub-Sublease Premises, and (2) to the extent not included in the immediately preceding subparagraph, all increases in expenses and taxes of every kind and nature paid or incurred by Sub-Sublandlord arising in connection with the Sub-Subleased Premises (hereinafter “Sub-Sublandlord Other Expenses”), such that Sub-Sublandlord shall receive, as net consideration for this Sub-Sublease, full reimbursement thereof with respect to the Sub-Sublease Premises. Provided, however, for purposes of this Sub-Sublease, Expenses pursuant and Sub-Sublandlord Other Expenses shall not include any premiums for Business Interruption Insurance, any charge for Earthquake Insurance deductible should an earthquake event occur, or any premium for an Earthquake Sprinkler Endorsement. With respect to Section 7 all such Expenses, Taxes and Sub-Sublandlord Other Expenses, (i) the “Base Year” shall be 2010 and Sub-Subtenant shall only be responsible for its pro rata share of all increases in Expenses, Taxes and Sub-Sublandlord Other Expenses over the Base Year, and (ii) such amounts (including estimated payments thereof and adjustments thereto) shall be payable by Sub-Subtenant no later than the later to occur of (a) two (2) days before the dates the same are due under the Master Lease Sublease or (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ii) ten (10) business days after Sub-Sublandlord delivers to Sub-Subtenant a copy of all invoices received by Sub-Sublandlord or Master Tenant for costs and expenses in respect of Expenses, Taxes and Sub-Sublandlord Other Expenses either owing to Master Landlord and/or Master Tenant or paid or incurred by Sub-Sublandlord. If payments are made by estimate, then within thirty (30) calendar days from the date that Sub-Sublandlord receives from Master Landlord a reconciliation of actual increases in Expenses, Taxes and Sub-Sublandlord Other Expenses for the previous year with estimated cost increase payments which are attributable to the Master Sublease Premises and/or the Sub-Sublease Premises, Sub-Sublandlord shall deliver to Sub-Subtenant a reconciliation of actual increases in Expenses, Taxes Sub-Sublandlord Other Expenses over the Base Year with estimated cost increase payments made or incurred by Sub-Subtenant which are attributable to the Sub-Sublease Premises. If Sub-Subtenant overpaid Expenses, Taxes and/or Sub-Sublandlord Other Expenses for the previous year, then Sub-Sublandlord shall refund the overpayment to Sub-Subtenant within thirty (30) calendar days of receipt the date Sub-Sublandlord delivered the reconciliation for the Sub-Sublease Premises to Sub-Subtenant. If, however, Sub-Subtenant underpaid Expenses, Taxes and/or Sub-Sublandlord Other Expenses for the previous year, then Sub-Subtenant shall pay the amount of Sublandlord’s billing thereforthe underpayment to Sub-Sublandlord within thirty (30) calendar days of the date Sub-Sublandlord delivered the reconciliation for the Sub-Sublease Premises to Sub-Subtenant. Sub-Subtenant’s prorata pro rata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely mean that amount, expressed as a percentage, equal to the number of rentable square feet included in the Sub-Sublease Premises divided by the number of rentable square feet in the Master Sublease Premises (currently 0.89%). Notwithstanding the foregoing, in the event any cost or expenses is incurred by Sub-Sublandlord as a result of the request of Sub-Subtenant for certain services (such as extra hours’ charges, etc.), Sub-Subtenant shall pay the entire cost thereof directly to Master Landlord as a condition of receiving such sevices, and 20.11% such charges shall not be pro rated between Sub-Sublandlord and Sub-Subtenant. Similarly, in the event any cost or expense is incurred by Sub-Sublandlord as a result of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) request of Sub-Sulandlord or any occupant of any portion of the Master Lease. When reasonably requested by Sublease Premises other than Sub-Subtenant if there has been a ten percent (10%) for certain services for the sole benefit of Sub-Sublandlord or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation such occupant of any portion of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Sublease Premises other than Sub-Subtenant, then Sublandlord Sub-Subtenant shall reimburse Subtenant have no liability for the amount entire cost thereof, and such charges shall not be prorated between Sub-Sublandlord and Sub-Subtenant. However, as a convenience, Sub-Sublandlord will request that Master Landlord xxxx Sub-Subtenant directly for any and all costs or expenses incurred as a result of Sub-Subtenant’s overpayment promptly following request for such services, or any portion thereof, in which event Sub-Subtenant shall pay for the conclusion services so billed upon written demand, provided that such billing shall not relieve Sub-Sublandlord from its primary obligation to pay for such services. The obligations of such auditSub- Sublandlord and Sub-Subtenant to one another set forth in this Paragraph 5 shall survive the expiration or termination of the Term of the Sub-Sublease.

Additional Rent. Tenant agrees to pay to Landlord, as “Additional Rent,” shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, SubtenantTenant’s pro rata share of Operating Expenses (as defined in Section 9 below). Tenant’s pro rata share shall be determined by multiplying the Operating Cost Share Expenses by a fraction, the numerator of which shall be the number of rentable square feet of floor area in the Interior Premises, and the denominator of which shall be the Building Floor Space (as it may be adjusted as described in Section 1 above). On or prior to the Commencement Date, and again as provided below, Landlord will provide to Tenant a statement showing Landlord’s reasonable estimate of Operating Expenses pursuant for the current calendar year, and the Additional Rent due with regard to Section 7 Tenant’s pro rata share of the Master Lease Operating Expenses. Within ninety (excluding Section 7.6 [Reserve Account]90) days following the completion of each calendar year thereafter, Landlord will provide Tenant a statement showing in reasonable detail the actual Operating Expenses for the preceding calendar year, the Additional Rent due with regard to Tenant’s pro rata share of the Operating Expenses, and Landlord’s reasonable estimate of Operating Expenses for the then current calendar year (the “Annual Statement”). Such Tenant shall, on or before thirty (30) days following receipt of said statement, pay to Landlord the amount of Additional Rent amounts due as provided herein, less the amount of Additional Rent paid in advance on a monthly basis during the preceding calendar year. Any overpayment will be credited by Landlord to Tenant’s pro rata share of the estimated Operating Expenses for the then current calendar year or shall be paid refunded to Tenant within sixty (60) days, if the Term has terminated by Subtenant no fault of Tenant or expired. Tenant agrees to pay as Additional Rent each month, in addition to Base Rent, during each calendar year of the Term, an amount necessary to amortize Tenant’s pro rata share of estimated Operating Expenses for the then current calendar year over a twelve (12) month period. For the calendar years in which the Term begins or ends, Tenant shall only be responsible for its amortized pro rata share of Operating Expenses for the months of each such calendar year that the Lease is in force. Notwithstanding that the Term has expired or been terminated, Tenant shall remain liable for and agrees to pay to Landlord within ten thirty (1030) days of following receipt of Sublandlord’s billing an invoice therefor. Subtenant’s prorata , its pro rata share of such Operating Costs Expenses for the calendar year (or portion thereof) during which the Term of this Lease expired or was terminated. Tenant and its accounting representatives shall have the right for a period of one (1) year following the date on which the Annual Statement has been delivered by Landlord to Tenant, at Tenant’s expense (subject to reimbursement by Landlord as set forth below) and at a reasonable time, to review, inspect, examine, copy and/or audit Landlord’s books relevant to the Additional Rent due under this Sublease Section. If the audit reveals that Landlord overcharged Tenant for Additional Rent and Landlord does not reasonably dispute such findings, Landlord shall pay the overcharge to Tenant within thirty (30) days following receipt of written demand from Tenant and, if such overcharge was five percent (5%) or more, then Landlord shall reimburse Tenant for the reasonable costs of such audit. In the event that Landlord reasonably disputes the audit’s findings, Landlord and Tenant shall agree upon a regionally recognized certified public accounting firm (the “Regionally Recognized CPA Firm”) who shall be 20.11% hired at the cost of Landlord to review the audit performed on behalf of the Tenant’s Operating Cost Share relating solely , and whose findings shall be conclusive with regard to the Premises period reviewed and 20.11% the parties hereto. Furthermore, if the audit (as reviewed as applicable by the Regionally Recognized CPA Firm) reveals an overcharge of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase more by Landlord, Landlord shall pay the reasonable costs of the audit performed on behalf of Tenant. However, if the audit performed on behalf of Tenant is found upon review by the Regionally Recognized CPA Firm to have improperly overstated any overcharges: (i) by more than five percent (5%) but less than ten percent (10%), Tenant and Landlord shall share equally in the cost of the audit by the Regionally Recognized CPA Firm; or (ii) by less than five percent (5%), Tenant shall pay the cost of the audit by the Regionally Recognized CPA Firm. Landlord and Tenant acknowledge that the size of the Project and the Building Floor Space, may change from time to time and Tenant’s pro rata share of Operating Expenses may vary accordingly. Tenant shall pay to Landlord a building management fee (the “Management Fee”), as Additional Rent, equal to five percent (5%) of the Base Rent (provided such Management Fee is not otherwise incorporated into Operating Expenses). Tenant agrees to pay the Management Fee each month, Sublandlord shall use its judgment reasonably exercisedin addition to other Rent, to determine whether to audit the calculation during each calendar year of the annual Operating Expense statement as permitted under Term in an amount necessary to amortize the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant Management Fee for the amount then current calendar year over a twelve (12) month period. For the calendar year in which the Term begins or ends, Tenant shall only be responsible for the amortized Management Fee for the months of Subtenant’s overpayment promptly following each such calendar year that the conclusion of such auditLease is in force, but not prior to the Commencement Date. Landlord agrees that Landlord shall not include any other management or administrative fees within Operating Expenses.

Additional Rent. Section 1. In addition to Minimum Rent, as set forth in Article 2, all other payments required to be paid by Tenant under the provisions of this Lease shall be treated as additional rent (“Additional Rent” ”), whether or not the same be designated as such. To the extent Landlord’s lender, Citi Real Estate Funding Inc. (“Lender”) requires that Landlord escrow for Taxes on a monthly basis pursuant to that certain Loan Agreement dated as of the Effective Date by and between Citi Real Estate Funding Inc. (“Lender”) and Landlord (the “Loan Agreement”) entered into in connection with a certain loan from Lender to Landlord (the “Loan”), Tenant and Landlord shall mean all sums cooperate with each other than Base Sublease to satisfy such requirement; the parties agreeing that payment of Taxes for the Real Property is the obligation of Tenant hereunder, pursuant to the terms hereof. Tenant shall pay as Additional Rent payable by Subtenant to Sublandlord under this SubleaseLease the monthly reserve amounts required under the Loan Agreement pursuant to the terms of the Loan Agreement for the following accounts as defined in the Loan Agreement: Replacement Reserve Account and Leasing Reserve Account. Tenant shall also pay as Additional Rent amounts required to fund the Operating Expense Account in the event of a Trigger Period, including (without limitation): overtime as defined in the Loan Agreement, pursuant to the terms of the Loan Agreement. On the Commencement Date, Tenant shall deposit with Lender funds required to fund the Monthly Insurance Deposit pursuant to the Loan Agreement. Tenant shall provide Landlord with evidence of Tenant’s monthly payment of insurance required hereunder promptly upon Tenant’s payment of same, which evidence may be provided by Landlord to its Lender. Landlord shall provide Tenant with a copy of the fully executed Loan Agreement and shall promptly provide Tenant with any amendments thereto which are relevant to Tenant’s Additional Rent or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this SubleaseLease during the Term of this Lease. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Minimum Rent and Additional Rent amounts shall together, for the purposes of this Lease, be defined as “Rent” or “rent”. All payments required to be paid by Subtenant within Tenant under the provisions of this Lease shall bear interest, commencing ten (10) business days after the due date of receipt each payment (or from the date of Sublandlord’s billing therefor. Subtenant’s prorata share advancement of such Operating Costs under this Sublease shall be 20.11% of funds by Landlord if the funds are payable on demand) and continuing until the date actually paid by Tenant’s Operating Cost Share relating solely to , at the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(alower of: (a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten three percent (103%) per annum; or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit (b) the calculation highest rate of the annual Operating Expense statement as interest permitted under the Master Lease. In laws of the event that Sublandlord elects State of Minnesota to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of be charged to Tenant upon such auditdelinquent payment.

Additional Rent. “Additional Rent” shall mean all sums All monies other than Base Sublease Rent payable required to be paid by Subtenant to Sublandlord under this Sublease, including (including, without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations all amounts payable by Sublandlord under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease with respect to or reasonably allocated to the Subleased Premises shall be deemed additional rent (excluding Section 7.6 [Reserve Account]"Additional Rent"). Such Additional Rent amounts shall be paid by Subtenant within ten acknowledges that Sublandlord is required to pay to Master Landlord "Building Operating Expenses" (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted 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 amount, expressed as a percentage, equal to the number of square feet included in the Subleased Premises divided by the number of square feet in the Master Premises. Such amounts (including estimated payments thereof and adjustments thereto) shall be payable by Subtenant no later than 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 Sublease, that Subtenant shall pay Subtenant's pro rata share of all costs, expenses, taxes, insurance, maintenance and other charges of every kind and nature arising in connection with the Master Lease or the Subleased Premises, such that Sublandlord shall receive, as net consideration for this Sublease, full reimbursement thereof. Notwithstanding the foregoing, in the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged any Additional Rent is incurred for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount 's sole benefit or as a result of Subtenant’s overpayment promptly following 's request for certain services (such as extra hours' charges, etc.) or otherwise, Subtenant shall pay the conclusion of entire cost thereof, and such auditcharges shall not be pro rated between Sublandlord and Subtenant.

Additional Rent. “Additional Rent” Landlord shall mean all sums other than Base Sublease Rent payable by Subtenant furnish to Sublandlord under this SubleaseTenant, including prior to January 31st of each year, Landlord’s estimate of Operating Expenses for the coming year. The estimate shall be determined as though the Building were occupied at the actual occupancy rate or at an occupancy rate of ninety-five (without limitation): overtime or excess service charges95%) percent, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Subleasewhichever is higher. Subtenant Tenant shall pay to SublandlordLandlord, on the first day of each month as Additional RentRent during the Lease Term, Subtenant’s pro rata share an amount equal to one-twelfth (1/12) of Tenant’s Proportionate Share of Landlord’s estimate of Operating Cost Expenses. Until Landlord shall furnish such estimate to Tenant, Tenant shall pay to Landlord, on the first day of each month, an amount equal to the Additional Rent payable during the preceding month. If there shall be any increase or decrease in Operating Expenses for any year, whether during or after such year, Landlord shall furnish to Tenant a revised estimate and the Additional Rent shall be adjusted and paid or refunded, as the case may be. If the calendar year for which such estimate is furnished ends after the termination of this Lease, or begins before the commencement of this Lease, the Additional Rent payable hereunder shall be prorated to correspond to that portion of the calendar year occurring within the Term of this Lease. Within one hundred twenty (120) days after the end of each calendar year, Landlord shall furnish to Tenant an Operating Statement showing actual Operating Expenses incurred for the preceding year, adjusted where appropriate to a projected cost as though the Building were 95% occupied for any periods where actual occupancy was less than 95%. if the Operating Statement shows that the sums paid by Tenant exceed Tenant’s Proportionate Share of Operating Expenses pursuant Expenses, Landlord shall promptly either refund to Section 7 Tenant the amount of such excess or credit the amount thereof against subsequent payments of Additional Rent; and if the Operating Statement shows that the sums paid by Tenant were less than Tenant’s Proportionate Share of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts same, Tenant shall be paid by Subtenant pay the amount of such deficiency within ten (10) days of receipt of Sublandlord’s billing after demand therefor. Subtenant’s prorata share Failure or delay of such Operating Costs under this Sublease Landlord to submit the written statement referred to herein shall not waive any rights of Landlord. Notwithstanding the foregoing, the Annual Minimum Rent shall never be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined decreased below that amount set forth in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such audit1.1.

Additional Rent. “Tenant will reimburse to Landlord monthly, throughout the Term of this Lease and any extension of this Lease, Tenant's proportionate share of the following "Additional Rent” shall mean all sums other than Base Sublease Rent payable ": Common Area Maintenance (CAM) (as hereinafter defined) expenses, Real Estate Taxes and Assessments (as hereinafter defined), any Utilities (as hereinafter defined) not paid directly by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service chargesTenant, and late any Miscellaneous Charges and Reimbursements (as hereinafter defined). Tenant’s proportionate share of all Additional Rent will be a fraction, the numerator of which is the rentable area of the Premises and the denominator of which is the rentable area of the Building. If improvements, real property, or the amount of rentable area will be added to or deleted from the Premises or Building, then the amount of Additional Rent may be appropriately adjusted by Landlord from time to time, as applicable. Landlord may estimate annual Additional Rent charges as a basis for reimbursement for any calendar year and invoice in monthly installments. Landlord may from time to time adjust the monthly installment of estimated Additional Rent charges to more accurately reflect Landlord's current estimate of such charges. When Landlord has determined the actual amounts for each such Additional Rent item, damages, interest and other costs and expenses related Landlord will provide to Subtenant’s failure Tenant a written statement of actual Additional Rent charges which will advise Tenant of additional amounts due from Tenant or any credit due to perform Tenant. If Tenant has underpaid its share of any of its obligations under this Sublease. Subtenant shall pay to Sublandlordthese expenses, Tenant will reimburse Landlord as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease invoiced within fifteen (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (1015) days of Tenant's receipt of Sublandlord’s billing thereforsuch statement. Subtenant’s prorata If Tenant has overpaid its share of any of these expenses, Landlord will credit such Operating Costs amount against the next payment of Additional Rent due under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%If the Term of Lease is less than one calendar year any reimbursement(s) or greater increase in Operating Expenseswill be prorated based on time of occupancy for such year. Upon prior written notice to Landlord, Sublandlord shall use its judgment reasonably exercised, to determine whether Tenant will have the opportunity to audit the calculation actual Additional Rent statement for a period of 30 days upon receipt of said statement. Tenant will be deemed to waive its right to audit the actual Additional Rent statement upon its failure to exercise such right during said 30 day period. Landlord presently calculates Additional Rent based on a calendar year, and Tenant's obligation to pay Additional Rent will be prorated on a calendar year basis if the calendar year includes any period of time not within the Term of Lease. Landlord reserves the right to assess Additional Rent items that are incurred based upon occupancy (such as janitorial services for occupied tenant spaces in the Building) only against the occupied spaces in the Building. Landlord and Tenant acknowledge that certain Additional Rent items are incurred largely based on the occupancy of the annual Operating Expense statement as permitted under the Master LeaseBuilding. In Therefore, it is agreed that in the event the Building is not fully occupied during any calendar year, a reasonable and equitable adjustment will be made by Landlord in computing the Additional Rent items for that Sublandlord elects calendar year so that the Additional Rent items so affected by occupancy will be adjusted to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn amount that would have been incurred had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of Building been fully occupied during such auditcalendar year.

Additional Rent. Subtenant shall pay to Sublandlord as additional rent (“Additional Rent” shall mean ”) all sums other than Base Sublease Rent payable expenses incurred by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related due to Subtenant’s failure to perform any use of its obligations the Sublease Space and all other costs incurred under this Subleasethe Lease for the Sublease Space. Subtenant shall pay to Sublandlord, as Additional RentRent for each Expense Year that occurs in whole or in part during the Sublease Term, an amount (the “Sublease Escalation”) equal to Subtenant’s pro rata Share (as hereinafter defined) of the excess (if any) of (x) the amount payable by Sublandlord to Landlord for such Expense Year under Section 4 of the Lease (both estimates as well as actuals) in respect of escalations in Expenses and Taxes over (y) the amount payable by Sublandlord to Landlord for the Expense Year ending on December 31, 2016, under the Lease in respect of escalations in Expenses and Taxes. If the expiration date of the Sublease Term occurs on a day other than the last day of an Expense Year, then the Sublease Escalation for such Expense Year shall be a pro-rated amount (computed on a per diem basis), based upon the number of days within such Expense Year occurring within the Sublease Term. “Subtenant’s Share” means 22.95%, which percentage the parties agree is Subtenant’s percentage share of Tenant’s Operating Cost Share of Operating Expenses pursuant the Premises applicable to Section 7 the Sublease Space and is subject to appropriate adjustment after the date hereof if either the size of the Master Lease Premises or the size of the Sublease Space is increased or decreased. During the Sublease Term, Subtenant has the right to request from Sublandlord a copy of the Statement (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are that term is defined in Section 7.1(a) 4.4.1 of the Master Original Lease. When reasonably requested by Subtenant if there has been a ten percent ), the Estimate Statement (10%) or greater increase as that term is defined in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation Section 4.4.2 of the annual Operating Expense statement as permitted under Original Lease), and any back-up information that Landlord has delivered to Sublandlord with respect to the Master Lease. In the event that Sublandlord elects to audit Operating actual Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant Taxes for the amount of Subtenant’s overpayment promptly following the conclusion of such auditpreceding calendar year.

Additional Rent. “Additional Rent” shall mean all sums other than Upon commencement of Tenant’s obligation to pay Base Sublease Rent payable by Subtenant to Sublandlord under this Subleasehereunder, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant Tenant shall pay to Sublandlord, Landlord as Additional Rent, Subtenant’s pro rata share of in addition to the Base Rent required by Section 3 hereof an amount (“Additional Rent”) equal to Tenant’s Proportionate Share of the Taxes and Operating Cost Share Expenses incurred by Landlord during each Calendar Year. The Additional Rent with respect to each Calendar Year shall be paid in monthly installments, in an amount reasonably estimated from time to time by Landlord and communicated by written notice to Tenant. Landlord shall cause to be kept books and records showing Operating Expenses and Taxes in accordance with generally accepted accounting principles and shall make such books and records available to Tenant for inspection and copying, upon Tenant’s request. As promptly as practicable following the close of each Calendar Year, Landlord shall cause a firm of independent certified public accountants to review such books and records (and to do such other work as may be necessary to enable such firm to give the certificate hereinafter required) and to deliver to Landlord its certificate specifying the amount of Operating Expenses pursuant to Section 7 and Taxes for such Calendar Year for the Building. After receipt of such certificate, Landlord shall cause the amount of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall for such Calendar Year to be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit computed based on Operating Expenses and Sublandlord determines that Sublandlord was overcharged Taxes for such Calendar Year for the Building as specified in such firm’s certificate and Landlord shall deliver to Tenant a statement of such amount and Tenant shall pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of such statement. The certificate of such independent Accounting firm as to the amount of Operating Expenses and Sublandlord Taxes for such Calendar Year for the Building shall constitute a determination which is final and conclusive on Tenant. If the total for the estimated monthly installments paid by Tenant during any Calendar Year exceeds the actual Additional Rent due from Tenant for such Calendar Year, at Landlords option, such excess shall be either credited against payments next due hereunder or refunded by Landlord, provided Tenant is not then in turn had overcharged Subtenant, then Sublandlord default hereunder. The amount of the refund of Taxes received by Landlord shall reimburse Subtenant be credited against Taxes for the year in which such refund is received. In determining the amount of Subtenant’s overpayment promptly following Taxes for any year, the conclusion amount of special assessments to be included shall be limited to the amount of the installment (plus any interest payable thereon) of such auditspecial assessment required to be paid during such year as if the Landlord had elected to have such special assessment paid over the maximum period of time permitted by law. All references to Taxes “for” a particular year shall be deemed to refer to Taxes assessed or levied during such year without regard to when such Taxes are paid. Termination of this Lease shall not terminate the obligation of Landlord to make refunds to Tenant unless such termination is due to the default of the Tenant.

Additional Rent. “Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rentin advance on the first day of each and every calendar month during the Sublease Term, Subtenant’s pro rata share commencing on the Commencement Date, an amount equal to the sum of: (x) 1/12 of Tenant’s Share (as defined in Section 5 of the Main Lease, and which the parties agree is 100%) of the then current Annual Estimate (as defined in Section 5 of the Main Lease, and which the parties agree may be revised by the Main Landlord from time to time) of Operating Cost Share Expenses (including, any amounts includable within such Annual Estimate of Operating Expenses pursuant to Section 7 Sections 5, 9, 11, 13 or 17 of the Master Lease Main Lease), plus (excluding y) the Restructured TIA Monthly Payment (as defined in Section 7.6 [Reserve Account]16 of the Fourth Amendment). Such , plus (z) the monthly installment of the Additional Rent Tenant Improvement Allowance as described in the 2006 Letter Agreement (the amounts due under subparagraphs (y) and (z) are referred to as the “TIA Payment” and are set forth in Exhibit “C” and the parties agree that such amounts shall not be paid by revised under this Sublease regardless of whether such amounts are revised under the Main Lease), subject to any Credit due to Subtenant under Section 2 above. In addition, Subtenant shall pay to Sublandlord, within ten (10) days following written demand therefor, which demand shall include the supporting documentation described below, any and all other amounts of receipt Additional Rent (as defined in the Main Lease) that are payable by Sublandlord to the Main Landlord pursuant to the provisions of the Main Lease only for periods occurring within the Sublease Term, and excluding amounts attributable to Sublandlord’s billing therefordefault under the Main Lease (except to the extent that Sublandlord’s default was caused by Subtenant). Sublandlord shall deliver to Subtenant a copy of any statement received by Sublandlord from the Main Landlord and a statement calculating the amount due from Subtenant. For purposes of determining any Additional Rent due from Subtenant, including the amounts payable by Subtenant pursuant to this Section 3, any amounts payable by Sublandlord under the Main Lease which cover a fiscal or other period any part of which occurs before the Commencement Date shall be apportioned according to the number of days in such period which occur within the portion of the Sublease Term. Additionally, if Sublandlord shall be charged by reason of Subtenant’s prorata share of such Operating Costs acts or defaults under this Sublease for any sums pursuant to the provisions of the Main Lease, then Subtenant shall be 20.11% of Tenant’s Operating Cost Share relating solely liable for such sums with respect to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Subleased Premises, and such sums shall be deemed Additional Rent and collectible as those terms are defined in Section 7.1(asuch and shall be payable by Subtenant upon ten (10) days’ written notice from Sublandlord, which notice shall include a copy of the Master Leasesupporting documentation received by Sublandlord in connection therewith and a statement calculating the amount of such sums. When reasonably requested If Main Landlord issues any credit or refund to Sublandlord in respect of any Base Rent or Additional Rent paid by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, and relating to determine whether to audit the calculation any part of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged SubtenantSublease Term, then Sublandlord shall reimburse give to Subtenant for a corresponding credit or refund equal to Subtenant's equitable share of such credit or refund from Main Landlord based on the amount portion of the Sublease Term to which such credit or refund relates. To the extent permitted by Main Landlord, Subtenant shall have the right to exercise the audit rights described in Section 5 of the Main Lease and, to the extent not so permitted by Main Landlord, Sublandlord shall exercise such rights on Subtenant’s overpayment promptly following the conclusion of such auditbehalf at Subtenant’s sole cost and expense.

Additional Rent. “Additional Rent” shall mean all sums other than Base Sublease Beginning on the Rent payable by Subtenant to Sublandlord under this SubleaseCommencement Date, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share the Sublease Share set forth in Section 1(M) of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 all amounts payable by Sublandlord under Article 3 of the Master Lease Prime Lease, adjusted so that Subtenant's payments shall be computed as if the "Base Year for Expenses" (excluding Section 7.6 [Reserve Account])as defined in the Prime Lease) were calendar year 2010. Such Additional Rent payments shall be appropriately adjusted for any partial period. Any such amounts shall be paid referred to as "Operating Expense Adjustments". Additional Rent payable pursuant to this Section shall be based upon statements or invoices received by Sublandlord. Subtenant shall not be liable for payments of Operating Expense Adjustments for a particular calendar year if not billed within ten three (103) years after the end of such calendar year. Subtenant shall also be responsible for all charges not billed under Operating Expense Adjustments such as overtime HVAC charges, and other special services incurred at the request of, or on behalf of Subtenant, and Subtenant shall pay such charges to Sublandlord as Additional Rent upon receipt of an invoice for such charges on the same basis as such charges are billed under the Prime Lease, and in any case no fewer than five (5) days prior to the date upon which Sublandlord's corresponding payment is due to the Prime Landlord. Subtenant shall not have the right to question the propriety of, timing of receipt of Sublandlord’s or the basis for any billing therefor. Subtenant’s prorata share of such Operating Costs under referred to in this Sublease Section 8 and Sublandlord shall be 20.11% under no obligation to contest any such billing. Sublandlord shall, however, at the written request of Tenant’s Operating Cost Share relating solely Subtenant, furnish to the Premises Subtenant evidence of charges as provided to Sublandlord from Prime Landlord or otherwise. In addition, Subtenant shall reimburse Sublandlord for Sublandlord's actual costs related to any and 20.11% all other expenses incurred as a result of Tenant’s Exterior Common Area Cost Share relating solely to Subtenant's occupancy of the Premises. These costs include, as those terms but are defined in Section 7.1(a) not limited to, after hours HVAC, supplemental HVAC, if any, additional janitorial services, day xxxxxx services, and electrical charges for supplemental electrical usage. Sublandlord acknowledges that if Subtenant and other occupants are using overtime or supplemental HVAC for which Prime Landlord imposes a single charge, then Subtenant shall pay only its proportionate share, based on square footage, of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditcharges therefor.

Additional Rent. During the Lease Term hereof, Tenant agrees to pay the Landlord at the address as shown herein, or at such other place as the Landlord may from time to time designate in writing, “Additional Rent,” in an amount equal to the amount by which ten (10%) percent of “Gross Sales,” as defined hereinafter, exceeds the Minimum Rent described above. The Additional Rent for each month of the term hereof shall mean all sums other than Base Sublease be paid on the fifteenth day of the following month, for example, the Additional Rent payable by Subtenant for January shall be paid on February 15. Landlord’s Initials THL Tenant’s Initials JD Tenant shall keep or cause to Sublandlord under this Subleasebe kept, full, complete, and proper books, records and accounts of the Gross Sales and credits of each separate department and concession at any time operated in the Demised Premises; said books, records and accounts, including any sales tax reports that Tenant may be required to furnish to any governmental agency, shall at all reasonable times be open to the inspection and audit of Landlord, Landlord’s auditor or other authorized representative or agent. At Landlord’s expense, Landlord may cause at any reasonable time upon fifteen (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related 15) days prior notice to Subtenant’s failure Tenant a complete audit to perform any of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share be made of Tenant’s Operating Cost Share of Operating Expenses records relating to Gross Sales for the period covered by any statement issued by Tenant pursuant to Section 7 this Lease; provided, however, that if such records are found to be incorrect to the extent of three-percent (3%) or more over the Gross Sales figure submitted by Tenant, Tenant shall pay for such audit. Tenant shall promptly pay to Landlord any deficiency, or Landlord shall promptly credit to Tenant’s account any overpayment, as the case may be, which is established by such audit. Landlord shall have the right to audit Tenant’s books and records with respect to Gross Sales twice during any Lease Year and any time within 3 years after the date of such statement. Within thirty (30) days after the close of each Lease Year, a final adjustment and accounting for each Lease Year shall be had to determine the Gross Sales of the Master preceding Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be Year, and the amount of rent paid by Subtenant within ten (10) days Tenant during such preceding Lease Year, including the rent based upon the percentage of receipt Gross Sales. In the event the amounts of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested rent for said Lease Year actually paid by Subtenant if there has been a Tenant exceed ten percent (10%) or greater increase in Operating Expensesof Gross Sales as so computed on a twelve month basis, Sublandlord then such excess rental payments shall use its judgment reasonably exercisedbe promptly credited by Landlord to Tenant’s account; provided, to determine whether to audit however, that Tenant shall never pay for any Lease Year less than the calculation of the annual Operating Expense statement as permitted under the Master LeaseMinimum Rent provided for above. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following rent paid by Tenant is less than ten percent (10%) of Gross Sales, Tenant shall pay the conclusion difference to Landlord. All debits and credits arising under the terms of such auditthis paragraph shall be paid in any event within thirty (30) days of the completion of the final adjustment and accounting. Tenant shall continuously during the entire Term of this Lease, occupy and operate said business on the Premises with due diligence and efficiency as to reasonably produce the maximum return and Additional Rent to Landlord.

Additional Rent. “Additional Rent” Tenant shall mean all sums pay as additional rent to Landlord, at least thirty (30) days before the same are due to the Town of Natick, Tenant's proportionate share of the amount by which real estate and personal property taxes levied or assessed or becoming payable for or in respect to the Lot on which the Building is located and the Building and other than Base Sublease Rent improvements located on the Lot for each tax period included in the term and any partial period at the beginning and end thereof exceed the tax base amount ("Tax Base") set forth on Exhibit D, which shall be the amount of such taxes for Fiscal Year 1996. If at any time during the term, under the Laws of the United States of any state or political subdivision thereof in which the Premises are situated, there shall be adopted some other method of taxation on real estate as a substitute in whole or in part for taxes on real estate as now constituted such as tax on the fixed rent, additional rent or the other charges payable by Subtenant Tenant hereunder by whatever names called which is levied, assessed or imposed against Landlord or the rent or other charges payable hereunder to Sublandlord under this SubleaseLandlord (which substitute tax on the fixed rent, including (without limitation): overtime additional rent, or excess service chargesother charges or other substitute method of taxation are hereinafter collectively referred to as "Substitute Taxes"), and late chargesTenant, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% extent that such Substitute Taxes are means of Tenant’s Exterior Common Area Cost Share relating solely raising revenue from or with respect to the Premises, as those terms are defined shall pay to Landlord within thirty (30) days after notice from landlord, Tenant's proportionate share of Substitute Taxes in Section 7.1(a) excess of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord Tax Base as soon as the same shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Leasebecome due and payable. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenantany such Substitute Taxes shall be based upon the income of Landlord, then Sublandlord Tenant's obligation with respect to the aforesaid Substitute Taxes shall reimburse Subtenant be limited to the amount thereof as computed at the rates that would be payable if the same were the sole taxable net income of Landlord but without deduction or provision for any deductions, exemptions or credits to which Landlord may be entitled in computing the tax, Landlord would so bear on account of the fixed rent, additional rent or other charges then due or thereafter becoming due from Tenant for the amount taxable period under the terms of Subtenant’s overpayment promptly following this Lease, all as if Landlord were not entitled to any such deductions, exemptions or credits. Provided, however, that the conclusion taxation of such auditLandlord's income by the United States and the Commonwealth of Massachusetts, presently referred to as the "Federal Income Tax" and "State Income Tax" or similar methods of taxation, including any local income taxes, are not intended to be herewith appl icable and are specifically excluded.

Additional Rent. “For the calendar year 1999, Tenant shall 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 mean be increased at the rate of $.07 per square foot per month for each excess square foot. Additional Rent is subject to periodic adjustments as provided herein. Additional Rent shall be due and payable during each month of abated Base Rent, if any. Tenant covenants to pay without notice, deduction, set-off or abatement to Landlord the Additional Rent in lawful money of the United States in equal consecutive monthly installments in advance on the first day of each 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 first day of the 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 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 sums other than Base Sublease Rent payable by Subtenant installments so paid to Sublandlord under this SubleaseLandlord for each calendar year, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant Tenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of Landlord the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share amount of such Operating Costs under this Sublease underpayment, or Landlord shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant credit Tenant for the amount of Subtenant’s overpayment promptly such overpayment, as the case may be. It is the intention hereunder to estimate the amount of Additional Rent for each calendar year and then to adjust such estimate in the following year based on the conclusion 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 date Landlord notifies Tenant of the amount of Additional Rent owing, Tenant or its authorized agent at Tenant sole cost and expense shall have the right to inspect the books of Landlord during the business hours of Landlord at such auditlocation 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. “Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant agrees to Sublandlord pay to Sublandlord, as additional rent under this Sublease, including (without limitation): overtime the amount of any additional rent payable by Sublandlord under the Prime Lease other than Operating Expenses thereunder. It is agreed that any and all amounts payable by the Sublandlord under the Prime Lease which are not specifically attributable to either the Subleased Premises or excess service chargesthe remainder of the Premises of Sublandlord under the Prime Lease, shall be deemed attributable to the Subleased Premises and late chargesincluded in Additional Rent in the same proportion as the rentable area of the Subleased Premises bears to the rentable area of the Premises of Sublandlord under the Prime Lease. The Additional Rent shall be apportioned during the year in which the Term of this Sublease commences and during the year in which such Term shall end, damagessuch that Subtenant shall be obligated to pay a proportionate share of such Additional Rental for the Sublease Premises which is attributable to the number of days of the Term hereof which are included in the period of which such Additional Rental is payable by Sublandlord under the Prime Lease. Sublandlord shall give Subtenant copies of all relevant statements and bills received by Sublandlord pursuant to the applicable provisions of the Prime Lease, interest and other costs and expenses related together with a statement of the amount of Additional Rent, if any, which Subtenant is required to Subtenant’s failure to perform any of its obligations pay under this Subleasesection. Subtenant shall pay Additional Rent within thirty (30) days of Subtenant’s receipt of this statement. Subtenant shall also pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses all other amounts payable by Sublandlord pursuant to Section 7 of the Master Prime Lease (excluding Section 7.6 [Reserve Account]other than Monthly Base Rent and Operating Expenses) which are attributable to the Subleased Premises and the Term of this Sublease or attributable to Subtenant or any person claiming by, through or under Subtenant or any of their respective employees, Subtenants, licensees, agents, contractors and invitees (each, a “Subtenant Party”). Such Additional Rent amounts shall be paid include without, limitation, charges for or related to Tenant’s Taxes, Alterations, costs incurred by Prime Landlord in repairing damage to the Building caused by Subtenant within ten or any Subtenant Party, additional rent arising out of Section 6 of the Prime Lease (10) days without limiting any obligations of receipt Subtenant or any rights or remedies of SublandlordSublandlord under this Sublease), increased insurance premiums due as a result of Subtenant’s billing thereforuse or occupancy of the Subleased Premises; and amounts expended or incurred by Prime Landlord on account of any default by Subtenant under this Sublease which gives rise to a default under the Prime Lease. Subtenant’s prorata share obligation to pay Additional Rent shall survive the expiration or earlier termination of such Operating Costs under this Sublease shall be 20.11% of TenantSublease. Subtenant agrees that the Subtenant’s Operating Cost Share relating solely obligation to pay Rent is not dependent upon the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) condition of the Master Subleased Premises or the performance by Sublandlord of its duties or obligations hereunder (or the performance by Prime Landlord of its duties or obligations under the Prime Lease). When reasonably requested For purposes of this Sublease, “Additional Rent” means any and all payments required to be made by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expensesto Sublandlord hereunder during the Term, Sublandlord shall use its judgment reasonably exercisedother than the Fixed Rent and “Rent” means, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses collectively, Fixed Rent and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditAdditional Rent.

Additional Rent. Commencing on January 1, 2025 and subject to a 2024 Base Year, and continuing for each month thereafter during the Term, Subtenant shall be responsible for the payment of Tenant’s Share of Excess Operating Expenses payable by Sublandlord pursuant to the terms and conditions of the Master Lease, and for the payment of costs of utilities under Section 11 of the Master Lease. Subtenant and Sublandlord agree, as a material part of the consideration given by Subtenant to Sublandlord for this Sublease, that Subtenant shall pay one hundred percent (100%) of Tenant’s Share of Excess Operating Expenses commencing on January 1, 2025, such that Sublandlord shall receive, as net consideration for this Sublease, full reimbursement thereof. Subtenant shall pay 1/12th of Txxxxx’s Share of Excess Operating Expenses on a monthly basis at the same time Subtenant pays Monthly Base Rent. If during any calendar year Sublandlord is determined, upon receipt by Sublandlord of the Annual Statement, to have overpaid Tenant’s Share of Excess Operating Expenses under the Master Lease and, as a result, Subtenant has overpaid Tenant Share of Excess Operating Expenses under this Sublease, such overpayment shall be credited toward the payments next due from Subtenant. In addition, in the event Sublandlord exercises its audit right under Section 5 of the Master Lease, and as a result Sublandlord receives a refund of any excess payment of Tenant’s Share of Operating Expenses, Sublandlord shall promptly refund to Subtenant any portion of such refund attributable to excess payment by Subtenant, if any. Tenant Share of Excess Operating Expenses, and any and all other amounts Subtenant assumes or agrees to pay under the provisions of this Sublease, including without limitation any and all other sums that may become due by reason of any default of Subtenant or failure to comply with the agreements, terms, covenants and conditions of this Sublease to be performed by Subtenant, after any applicable notice and cure period, shall be “Additional Rent” under this Sublease. All Additional Rent not required by this Sublease to be paid at the time and in the manner for payment of Monthly Base Rent shall mean all sums other than Base Sublease Rent be payable by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of after receipt of Sublandlord’s billing invoice therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such audit.

Additional Rent. “Additional Rent” Owner shall mean pay all sums other of the Building Operating --------------- Expenses (defined below). The Building Operating Expenses for the calendar year 2000, adjusted for a full year shall be the Base Year Building Operating Expenses. The Building Operating Expenses for the Base Year and subseqent years will include those operating expenses that would have been paid or incurred by Owner had the Building been ninety-five percent (95%) rented and occupied. During periods of vacancy, the Premises Percentage will be grossed up from actual to adjusted as noted under paragraph 5 of the Basic Lease provision; however, notwithstanding anything to the contrary contained herein, Owner shall not be entitled to collect more than one hundred percent (100%) of the Building Operating Expenses. The Building Operating Expenses for the Base Sublease Rent payable by Subtenant to Sublandlord under this SubleaseYear include fixed expense stops for certain expenses as follows: (i) electricity and gas at $.90 per square foot; (ii) real property taxes at $1.20 per square foot; and (iii) janitorial services at $.70 per square foot (collectively, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Subleasethe "Base Year Operating Expense Pass-Throughs"). Subtenant Tenant shall pay to Sublandlord, Owner as "Additional Rent" Tenant's Premises Percentage of any excess of the actual costs of the Base year Operating Expense Pass-Throughs over the estimates of the Base Year Operating Expense Pass-Throughs. Following the first calendar year of the Term (the "Base Year"), Subtenant’s pro rata share Tenant shall pay Owner as "Additional Rent", Tenant's Premises Percentage of Tenant’s Operating Cost Share of any increase in the Building Operating Expenses pursuant to Section 7 paid or incurred by Owner in excess of the Master Lease (excluding Building Operating Expenses for the Base Year. All amounts payable by Tenant under this Section 7.6 [Reserve Account]). Such Additional Rent amounts as Tenant's Premises Percentage of the Building Operating Expenses may be estimated by Owner in Owner's reasonable discretion, and shall be paid in equal monthly installments in advance with the monthly payment of Annual Base Rent. Each calendar year by Subtenant within ten (10) days March 31, Owner shall reconcile Tenant's payments of receipt of Sublandlord’s billing thereforthe Building Operating Expenses for the previous year to reflect actual expenses for that period. Subtenant’s prorata share of such Operating Costs under this Sublease Tenant shall be 20.11% of Tenant’s given a credit against the next Building Operating Cost Share relating solely to Expenses payment(s) due from Tenant or, if the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) Term of the Master LeaseLease has expired, a refund, for any overpayment. When reasonably requested A copy of the reconciliation shall be furnished to Tenant when completed. If the amount paid by Subtenant if there has been a ten percent (10%) or greater increase in Tenant for that year is less than Tenant's Premises Percentage of the Building Operating Expenses, Sublandlord Tenant shall use its judgment reasonably exercised, pay to determine whether to audit Owner the calculation deficit by June 1 of that year. If the amount paid by Tenant for that year is more than Tenant's Premises Percentage of the annual Building Operating Expense statement as permitted under Expenses, Owner shall pay to Tenant the Master excess by June 1 of that year. Appropriate adjustment shall be made for any period of less than one (1) full year, and Tenant's obligation to pay any shortage or Owner's obligation to refund any OFFICE LEASE AGREEMENT - 1 Drafted: January 6, 2000 overage shall survive the expiration or other termination of this Lease. In this Lease, the event that Sublandlord elects to audit Operating Expenses term "Rent" shall include Annual Base Rent and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditAdditional Rent.

Additional Rent. “The Subtenant shall pay as Additional Rent” shall mean all sums other than Base Rent Subtenant’s pro-rata share (based on the Rentable Square Feet of the Premises) of (i) the amount (if any) by which Taxes for each Tax Year during the term of this Sublease exceed the Taxes for annual fiscal year 2004, and (ii) the amount (if any) by which Operating Expenses for any calendar year during the term of this Sublease exceeds Operating Expenses for annual calendar year 2004. The Additional Rent payable by Subtenant to Sublandlord computed under this Sublease, including Section 5 shall be prorated should the Sublease commence or terminate before (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses a) the end of any Tax Year for that portion related to Subtenant’s failure Taxes; or (b) the end of any calendar year for that portion related to perform any of its obligations under this SubleaseOperating Expenses. The Subtenant shall pay to Sublandlord such Additional Rent within thirty (30) days after written notice from Sublandlord that it is due. Upon request of Sublandlord, as Subtenant shall make monthly payments of Additional Rent, Subtenant’s pro rata share Rent on the first day of Tenant’s Operating Cost Share of Operating Expenses pursuant each month equal to Section 7 one-twelfth (1/12) of the Master Lease (excluding Section 7.6 [Reserve Account]). Such amount of such Additional Rent amounts shall be last paid by Subtenant or as reasonably projected by Sublandlord to be due from Subtenant, with a final accounting and payment for each tax and operating period to be made within ten thirty (1030) days after written notice from Sublandlord of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share the exact amount of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master LeaseAdditional Rent. In the event Taxes on the Premises, based upon which Subtenant shall have paid Additional Rent, are subsequently reduced or abated, Subtenant shall be entitled to receive a rebate of its pro-rata share of the amount abated, provided that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion rebate allocable to Subtenant shall in no event exceed the amount of Additional Rent paid by Subtenant for such fiscal year on account of such auditreal estate taxes under this Section 5, and further provided the rebate allocable to Subtenant shall be reduced by 30% of the cost of obtaining such reduction or abatement. In addition, if Subtenant requests that any non-standard services provided by Prime Landlord to Subtenant or the Premises in accordance with Section 3.3 of the Prime Lease, Subtenant shall negotiate directly with Prime Landlord for all such non-standard services and billing procedures, and Subtenant shall pay Prime Landlord directly for all such non-standard services.

Additional Rent. “In addition to Yearly Rent, Tenant covenants and agrees to pay to Lessor for that portion of calendar year 2001, commencing on January l, 2002, and for each calendar year thereafter during the Lease term, a sum equal to the amount by which Taxes and Operating Expenses per rentable square foot of the building (Taxes and Operating Expenses divided by 662,845) for such calendar year exceed the actual Taxes and Operating Expenses per square foot for calendar year 2001 (Base Cost) multiplied by the rentable square feet of the premises ("Additional Rent” "). Prior to January l, 2002, and prior to each January l thereafter during the Lease term, Lessor shall mean all sums other than Base Sublease notify Tenant in writing of the estimated Additional Rent to be paid by Tenant during the forthcoming calendar year. Notwithstanding the foregoing, Lessor shall use its best efforts to inform Tenant of the estimated Additional Rent for the subsequent calendar year before December l5, of each year during the lease term. Unless the area of the premises changes during such calendar year or this Lease expires or is terminated before the end of such calendar year, Tenant shall pay the estimated Additional Rent for such calendar year in twelve (l2) equal monthly installments on the first day of January and the first day of each month thereafter during the calendar year. Additional Rent for any fraction of a calendar year falling within the Lease term shall be prorated on the basis of the number of days of the Lease term within the calendar year compared to 365. Monthly installments of Additional Rent for any such fraction of a calendar year shall be determined as if the entire calendar year were included in the Lease Term, but shall be paid only on the first day of the months within the Lease term, subject to proration for fractional months. After the end of each calendar year, any part of which is included in the Lease term, beginning with calendar year 2001, Lessor shall notify Tenant in writing of Lessor's determination of the actual Additional Rent payable by Subtenant Tenant during such completed calendar year. Within sixty (60) days after Lessor's notice to Sublandlord under this SubleaseTenant, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as if the estimated Additional Rent paid by Tenant is less than the actual Additional Rent, Subtenant’s pro rata share Tenant shall pay the deficiency to Lessor. If the estimated Additional Rent is in excess of Tenant’s Operating Cost Share of the actual Additional Rent, the excess shall be applied to any rent due or next coming due under this Lease. Tenant shall not be entitled to any credit or payment from Lessor if Taxes and Operating Expenses pursuant to Section 7 of are less than the Master Lease (excluding Section 7.6 [Reserve Account])Base Cost for any calendar year. Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such audit.Holding Over

Additional Rent. As provided in Section 7B of the Master Lease, Sublessor is obligated to pay to Master Landlord a portion of the total amount of the annual Operating Cost of Common Facilities (as such term is defined in the Master Lease). During the Term, Sublessee agrees to pay the applicable Sublessor’s portion of the annual Operating Cost of Common Facilities determined by Master Landlord as additional rent under this Sublease (the “Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]”). Such Additional Rent amounts obligations shall be determined by in accordance with the Master Lease. Any such payments required by Sublessee pursuant to this subparagraph (c) shall be paid by Subtenant within ten Sublessee at the same time and in the same manner as Sublessor is obligated to make payments to Master Landlord (10) days including the requirement for monthly payment of receipt estimated amounts and for annual readjustments if the actual amount owed by Sublessee is different from the estimated amounts that Sublessee has paid with respect to any calendar year). If, as a result of Sublandlordany readjustment or otherwise, it is later determined that the amount paid by Sublessee as Additional Rent is more or less than the amount actually due during the term of this Sublease, then Sublessee or Sublessor, as appropriate, shall reimburse the other for the difference promptly after the amount has been determined. However, Sublessee agrees that Sublessor shall have no duty to audit, review or challenge Sublessor’s billing therefor. Subtenant’s prorata share of annual Operating Cost of Common Facilities under the Master Lease, as determined by Master Landlord; provided that Sublessor agrees to cooperate with any request by Sublessee to audit, review or challenge Sublessor’s share of annual Operating Cost of Common Facilities under the Master Lease, as determined by Master Landlord, Sublessee hereby agreeing to pay all out-of-pocket costs of Sublessor incurred in connection therewith provided that Sublessee has approved of such Operating Costs under this Sublease costs in advance. Any dispute arising from said audit shall be 20.11% of Tenant’s Operating Cost Share relating solely to governed by the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) provisions of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase The Master Landlord’s computation shall be binding on Sublessee in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, determining the Additional Rent due hereunder subject to determine whether to audit the calculation terms of the annual Operating Expense statement as permitted under the Master Lease. In Notwithstanding the event that Sublandlord elects foregoing, Sublessee may at its sole cost and expense, audit the Operating Cost of Common Facilities as provided for in Section 7D of the Master Lease subject to the conditions set forth therein. Any dispute arising from said audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for be governed by the amount provisions of Subtenant’s overpayment promptly following the conclusion of such auditMaster Lease.

Additional Rent. “Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant Tenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost 's Share of Operating Expenses accruing on and after the Rent Commencement Date, subject to Tenant's obligations with respect to utility costs during the construction period as provided in Exhibit C. The terms "Tenant's Share" and "Operating Expenses" are defined in Exhibit A. For partial years, Operating Expenses will be calculated on a full-year basis, and then prorated. Tenant shall pay monthly installments of Additional Rent on the first day of each month, in amounts specified in good faith by Landlord from time to time, which, by the end of each calendar year (or by the Termination Date, if earlier), will total Landlord's estimate of Additional Rent paid for such year. As soon as is reasonably practicable after the end of each calendar year during which Tenant paid Additional Rent based on Landlord's estimates as provided above, Landlord will furnish Tenant a statement of Operating Expenses for such year. Any amounts owing for that year shall, within thirty (30) days, be paid by Tenant to Landlord. Any amounts overpaid shall, at Landlord's option, be credited against the next installment(s) of estimated Additional Rent due from Tenant, or be refunded to Tenant. Within ninety (90) days after receipt of Landlord's statement and provided an Event of Default with respect to the Tenant is not then occurring, Tenant shall have the right to audit at Landlord's local offices, at Tenant's expense, Landlord's accounts and records relating to Operating Expenses for the prior year. Such audit shall be conducted pursuant to Section 7 a commercially reasonable audit confidentiality agreement, and, if conducted by a third party, such third party shall not be compensated for such audit services on a contingency basis. If such audit reveals that Landlord has overcharged Tenant for Operating Expenses, the amount overcharged shall be paid to Tenant within thirty (30) days after the audit is concluded, together with interest thereon at the rate of 10% per annum, from the date the statement was delivered to Tenant until payment of the Master Lease (excluding Section 7.6 [Reserve Account])overcharge is made to Tenant. Such Additional Rent amounts In addition, if the audit indicates that the statement exceeds the actual Operating Expenses which should have been charged to Tenant by more than 5%, the cost of the audit shall be paid by Subtenant within ten (10) days Landlord. The parties' obligations with respect to payment or refund of receipt any deficiency or overpayment shall survive termination or expiration of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such audit.

Additional Rent. In addition to the Base Rent to be paid in accordance with Section 3.1 above, during the Term of this Sublease, Subtenant, as “Additional Rent,” shall mean all sums other than pay Tenant’s Share of Building Direct Expenses (as such terms are defined in the Master Lease) that are in excess of the amount of Building Direct Expenses applicable to the Base Sublease Rent payable by Year (as defined below); provided, however, that in no event shall any decrease in Building Direct Expenses for any Expense Year (as defined in the Master Lease) below Building Direct Expenses for the Base Year (as defined in this Sublease) entitle Subtenant to Sublandlord under this Sublease, including (without limitation): overtime any decrease in Base Rent or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations credit against sums due under this Sublease. For purposes of this Sublease, the “Base Year” shall be the calendar year 2010. Sublandlord shall give Subtenant written notice of the estimated amount of Additional Rent per month payable pursuant to this Section 3.2 promptly following Sublandlord’s receipt from time to time of Landlord’s estimate of such amounts payable under the Master Lease. Provided that Sublandlord has delivered to Subtenant written notice of such estimated monthly amount, on or before the first day of each month during the Term, commencing on January 1, 2011, Subtenant shall pay to Sublandlord, Sublandlord such estimated monthly amount as Additional Rent. Such estimated payments of Additional Rent shall be reconciled from time to time with the actual amounts thereof due in accordance with the terms and procedures specified in the Master Lease. Any statements of estimated or actual amounts of Additional Rent given by Sublandlord to Subtenant hereunder shall be accompanied by copies of any relevant supporting documentation that Sublandlord received from Landlord with respect thereto, Subtenantand Sublandlord shall also provide Subtenant with a copy of Landlord’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 statement of the Master Lease Building Direct Expenses for the Base Year (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant as defined in this Sublease) within ten (10) days of receipt of Sublandlord’s billing thereforafter Sublandlord receives such statement. Subtenant’s prorata share of such Operating Costs under this Sublease Additional Rent for any partial month during the Term shall be 20.11% prorated by multiplying the monthly Additional Rent by a fraction, the numerator of Tenant’s Operating Cost Share relating solely to which is the Premises and 20.11% number of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) days of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase partial calendar month included in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation Term and the denominator of which is the annual Operating Expense statement as permitted under total number of days in the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditfull calendar month.

Additional Rent. In addition to Base Rent, the Lessee shall pay, as “Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this Subleaseand monthly, including (without limitation): overtime on the first day of every month thereafter the Lessee’s Proportionate Share of Operating Costs of the Property for each Lease Year or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Subleaseportion thereof during the Term hereof. Subtenant The Lessee shall pay to Sublandlordthe Lessor monthly installments on account of projected Operating Costs for the Lease Year, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 calculated by the Lessor on the basis of the Master most recent Operating Costs data for actual Operating Costs for such Lease Year, pro-rated for any partial month. Within one hundred twenty (excluding Section 7.6 [Reserve Account])120) days after the end of each Lease Year or partial Lease Year, Lessor shall deliver to Lessee a detailed statement setting forth the Operating Costs for such Lease Year and Lessee’s Proportionate Share. Such Additional Rent amounts If the total of such monthly installments in any Lease Year is greater than the actual Operating Costs for such Lease Year, the Lessee shall be paid by Subtenant entitled to a credit against the Lessee’s Base Rent obligations hereunder in the amount of such difference and may set off such amounts against any sums due from Lessee to Lessor hereunder. If the total of such monthly installments is less than the actual Operating Costs for such Lease Year, the Lessee shall pay to the Lessor the amount of such difference within ten thirty (1030) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share Lessor shall make available for inspection of Lessee such Operating Costs under this Sublease back-up documents as Lessee shall reasonably request. Such documents and other books and records as Lessee shall reasonably request shall be 20.11% of Tenantopen at all reasonable times, at Lessee’s Operating Cost Share relating solely offices after written notice to Lessor, to the Premises inspection of Lessee or its duly authorized representatives who shall have full and 20.11% free access to such documents, books and records, and the right to audit such documents, books and records, and the right to require of Tenant’s Exterior Common Area Cost Share relating solely Lessor such information or explanation with respect to such documents, books and records as may be necessary to the Premises, as those terms are defined proper examination and audit thereof. If any audit discloses an overcharge in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of SubtenantLessee’s overpayment Proportionate Share of Operating Costs paid by Lessee, Lessor shall promptly following reimburse Lessee an amount of the conclusion overcharge within thirty (30) days after written request therefor. If Lessor fails to reimburse Lessee as set forth in the immediately preceding sentence, Lessee may offset the amount of the overcharge against any sums as owing hereunder from Lessee to Lessor. If any audit discloses an overcharge of more than 10%, the Lessor shall reimburse the Lessee for the reasonable costs of such audit.

Additional Rent. “Additional In addition to Base Rent” , commencing on the Rent Commencement Date, Subtenant shall mean all sums other than Base Sublease Rent payable by Subtenant also pay to Sublandlord under this Sublease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of the Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are that term is defined in Section 7.1(a) 9.2 of the Master Lease) and all other costs payable by Sublandlord under the Master Lease that may accrue after the Rent Commencement Date (“Additional Rent”). When reasonably requested Additional Rent shall also include all amounts paid directly by Subtenant if there has been a ten percent Sublandlord to parties other than Sublandlord to the extent related to the Premises (10%) or greater increase e.g. real property taxes assessed against the tenant improvements in Operating Expensesthe Premises, landscape maintenance, and parking lot maintenance). Sublandlord shall use its judgment reasonably exercisedcommercially reasonable efforts to induce Master Landlord to agree to xxxx Subtenant directly for Additional Rent. If Master Landlord does not agree to xxxx Subtenant directly for Additional Rent, then prior to determine whether to audit the calculation Rent Commencement Date, and then on or before December 1 of each year, Sublandlord shall give Tenant a yearly expense estimate statement which shall set forth Sublandlord’s reasonable estimate of the annual Operating Expense total amount of Additional Rent for the succeeding calendar year, Subtenant shall pay Additional Rent in equal monthly installments based upon such estimate; provided, that the estimate statement as permitted under may be reasonably revised and reissued by Sublandlord from time to time. Within 120 days after the end of each calendar year (subject to corresponding delivery to Sublandlord from Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged SubtenantLandlord), then Sublandlord shall reimburse give to Tenant a statement, which shall indicate the Additional Rent incurred or accrued for such preceding calendar year, and which shall indicate the amount, if any, of any amounts due from Subtenant in excess of the amounts previously paid, or the amount of any refund due. Upon receipt of the statement for each expense year ending during the Term, Tenant shall pay, with its next installment of Base Rent due, but in no event later than thirty (30) days after receipt of such statement the full amount of any excess for such expense year. If a refund is due, Sublandlord shall provide such refund at the time it provides the statement. The failure of Sublandlord to timely furnish the statement for any expense year shall not prejudice Sublandlord from enforcing its rights under this Section 3. Even though the Term has expired and Tenant has vacated the Premises, when the final determination is made of the Additional Rent due from Subtenant for the amount Term, Tenant shall immediately pay to Sublandlord any amounts due. Upon request, Sublandlord shall furnish to Subtenant copies of Subtenant’s overpayment promptly following any invoices for items constituting Additional Rent hereunder (to the conclusion of such auditextent obtainable from Master Landlord).

Additional Rent. All sums payable by Tenant under this Lease other than Base Rent shall be deemed “Additional Rent;” the term “Rent” shall mean Base Rent and Additional Rent. Landlord shall estimate in advance and charge to Tenant its Pro Rata Share of the following costs, to be paid on the same date Base Rent is payable on a monthly basis throughout the Lease Term (including during the period of Lease Months 1 – 7): (i) all sums other than Base Sublease Rent payable by Subtenant to Sublandlord Taxes for which Tenant is liable under this SubleaseSection 5.01 and 5.02 of the Lease, including (without limitation): overtime or excess service chargesii) all utility costs (if utilities are not separately metered) for which Tenant is liable under Section 6.01 of the Lease, (iii) all insurance premiums for which Tenant is liable under Sections 7.01 and 7.06 of the Lease and (iv) all Outside Maintenance Expenses for which Tenant is liable under Section 8.04 of the Lease. Collectively, the aforementioned Taxes, insurance, utility, and late chargesOutside Maintenance Expenses shall be referred to as the “Total Operating Costs”. Landlord may adjust its estimates of Total Operating Costs at any time based upon Xxxxxxxx’s experience and reasonable anticipation of costs. Such adjustments shall be effective as of the next Rent payment date after notice to Tenant. Within one hundred twenty (120) days after the end of each Fiscal Year during the Lease Term, damagesLandlord shall deliver to Tenant a statement prepared in accordance with generally accepted accounting principles setting forth, interest in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding Fiscal Year and other Xxxxxx’s Pro Rata Share of such expenses. Within thirty (30) days after Xxxxxx’s receipt of such statement, there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the case may be) in order that Landlord shall receive the entire amount of Tenant’s share of such costs and expenses related for such period. In addition to Subtenantits obligation to pay Base Rent and its Pro Rata Share of Total Operating Costs, Tenant is required hereunder to pay directly to suppliers, vendors, carriers, contractors, etc. certain insurance premiums, utility costs, personal property taxes, maintenance and repair costs and other expenses to the extent provided in this Lease, collectively “Additional Expenses.” If Landlord pays for any Additional Expenses in accordance with the terms of this Lease, Xxxxxx’s failure obligation to perform any of its obligations under reimburse such costs shall be an Additional Rent obligation payable in full with the next monthly Rent payment. Unless this Sublease. Subtenant Lease provides otherwise, Tenant shall pay all Additional Rent then due with the next monthly installment of Base Rent. If Tenant’s payment by check for Rent is returned for non-sufficient funds or for any other reason, Landlord at its sole option may require all future payments of Rent to Sublandlordbe made by cashier’s or certified check, as Additional Rentmoney order, Subtenant’s pro rata share or wire transfer, and the delivery of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts personal or corporate check shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditno longer constitute payment thereof.

Additional Rent. “Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant acknowledges that pursuant to Section 4.5 of the Prime Lease, Sublandlord under this Sublease, including (without limitation): overtime or excess service charges, is obligated to pay to Prime Landlord additional rent on account of Operating Expenses and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this SubleaseTaxes. Subtenant shall pay to SublandlordSublandlord with its monthly payment of Base Rent, as additional rent, seven and ninety-five hundredths percent (7.95%) (“Subtenant’s Proportionate Share”) of any increase in Taxes over and above Fiscal Year 2017 Taxes for the Original Premises (July 1, 2016 through June 30, 2017), grossed up to reflect 100% occupancy and assessment, as adjusted by the results of any abatement, reassessment or litigation, and of any increase in total Operating Expenses for the Original Premises incurred during calendar year 2016 (January 1, 2016 through December 31, 2016), grossed up to reflect 100% occupancy (collectively, “Subtenant Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 ”). Subtenant Additional Rent payable hereunder for any partial calendar month at the beginning or end of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts Sublease Term shall be paid by Subtenant within pro-rated on a daily basis. Within ten (10) business days following receipt by Sublandlord of the Landlord’s Statement (as defined in the Prime Lease) from Prime Landlord, Sublandlord shall send Subtenant a statement together with a copy of the Landlord’s Statement, as applicable, and all other relevant documentation establishing the actual Subtenant Additional Rent. If Subtenant has paid more in estimated Subtenant Additional Rent under this Section than the actual amount due from Subtenant for the applicable year, Sublandlord shall credit such excess against subsequent obligations of Subtenant for rent (or refund such excess to Subtenant within thirty (30) days if the Sublease Term has ended). If Subtenant has paid less than the actual Subtenant Additional Rent due under this Section 5, Subtenant shall pay any deficiency to Sublandlord within thirty (30) days following receipt of the reconciliation documentation from Sublandlord. Subtenant will have the right, upon reasonable prior written notice to Sublandlord, to audit Sublandlord’s books and records with respect to Sublandlord’s computation of Subtenant Additional Rent for any particular calendar year. Any such right of audit as to a particular calendar year must be exercised, if at all, within ninety (90) days after Subtenant’s receipt from Sublandlord of Landlord’s Statement stating the actual Taxes and Operating Expenses for such calendar year as provided to Sublandlord by Prime Landlord. If Subtenant fails to so exercise its audit right within such ninety (90) day period, then its audit right with respect to the subject calendar year will terminate for all purposes of this Sublease. Subtenant will bear all costs associated with the auditing of Sublandlord’s billing thereforbooks and records. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Without imposing any obligation on Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In Prime Landlord’s books and records, in the event that Sublandlord elects chooses to audit Operating Expenses Prime Landlord’s books and records (to the extent Sublandlord is permitted to do so under the Prime Lease) and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenantrealizes any savings as a result of any such audit, then Sublandlord shall reimburse pass through to Subtenant for the amount of Subtenant’s overpayment promptly following Proportionate Share of any such savings. Sublandlord agrees to provide Subtenant with a copy of the conclusion results of any audit or review performed by or on behalf of Subtenant and any notice of reductions payable under the Prime Lease as a result of such auditaudit or other review.

Additional Rent. All monies other than Base Rent required to be paid by Sublessor under the Master Lease as to the Subleased Premises, including, without limitation, any amounts payable by Sublessor to Master Lessor as “Direct Expenses” (as defined in Section 4.2.2 of the Master Lease) and costs of utilities under Section 6.2 of the Master Lease, as incorporated herein, with respect to the 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 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 Sublessor), 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 Additional Rent hereinafter collectively shall mean all sums other than Base Sublease Rent payable by Subtenant be referred to Sublandlord under this as “Rent”. Notwithstanding anything to the contrary in the Sublease, including (without limitation): overtime Sublessee shall not be required to pay any Rent or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any obligation that is required as a result of a default by Sublessor of any of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days except to the extent such default was due to the negligence or willful misconduct of receipt Sublessee or its agents, employees, contractors, licensees or invitees or violation of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely by Sublessee) or, except to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely extent due to the Premisesnegligence or willful misconduct of Sublessee or its agents, as those terms are defined in Section 7.1(a) employees, contractors, licensees or invitees or violation of this Sublease by Sublessee, the Master Lease. When reasonably requested misuse, negligence or willful misconduct of or by Subtenant if there has been a ten percent (10%) Sublessor or greater increase in Operating Expensesits agents, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit contractors or invitees or the calculation violation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditlaw by Sublessor.

Additional Rent. “Additional Tenant's Share of Common Area and Operating Costs, The Annual Base Rent (or if applicable, the Annual Option Period Base Rent” ) payable during each year of the Term of this Lease (including Option Periods) shall mean be increased by Tenant's Share (as specified in the Basic Lease Information) of all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other operating costs and expenses related to Subtenant’s failure to perform ("Operating Costs") paid or incurred by Landlord during any calendar year during the Term of its obligations under this SubleaseLease (including Option Periods) for operating, maintaining and repairing any part or all of the Project, the Premises or the Common Areas. Subtenant Within thirty (30) calendar days after the end of each calendar year during the Term hereof, Landlord will notify tenant in writing of the amount which Landlord estimates will be the Operating Costs for the Premises for the calendar year just commencing. Beginning with the next monthly installment of Annual Base Rent (or if applicable, Annual option Period Base Rent) following the date Tenant receives Landlord's notice, and on the first (1st) day of each calendar month thereafter until otherwise notified, Tenant shall pay to SublandlordLandlord, as Additional Rent, Subtenant’s pro rata share an amount equal to one-twelfth (1/12th) of the amount of operating Costs for the Premises set forth in Landlord's statement. A Statement (the "Operating Cost Statement") of the Operating Costs actually paid or incurred by Landlord for each calendar year during the Term of this Lease shall be delivered to Tenant within sixty (60) calendar days after the end of each calendar year. If the amount Landlord actually paid or incurred for Operating Costs for the calendar year just ended exceeds the total estimated amount actually paid by Tenant during the year covered by such operating Cost Statement, then within fifteen (15) calendar days thereafter, Tenant shall pay in cash any sums owed Landlord. However, if the amount Landlord actually paid or incurred for operating Costs for the calendar year just ended is less than the total estimated amount actually paid by Tenant during the year covered by such Operating Cost Statement, then Tenant shall receive at Landlord's election, a cash refund, a credit against any rent next accruing, or a credit for any Additional Rent next accruing, or a credit against any other sum currently due and owing by Tenant under this Lease. If the Term commencement Date is a date other than January 1, then the amount of Tenant’s Operating Cost 's Share of Operating Expenses pursuant Costs payable by Tenant during the month and year in which the Lease commences shall be prorated on the basis of a three hundred sixty (360) day year from the Term Commencement Date to Section 7 December 31 of the Master year in which the Lease (excluding Section 7.6 [Reserve Account])commences. Such Additional Rent amounts shall be paid by Subtenant within ten (10) days If this Lease expires or is terminated on a day other than the last day of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premisesa calendar year, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following Tenant's Share of Operating Costs payable by Tenant during the conclusion year in which the Lease expires or is terminated shall be prorated on the basis which the number of days from the commencement of the calendar year to and including the date on which the Lease expires or is terminated bears to three hundred sixty (360), and shall be due and payable monthly in advance notwithstanding the expiration or earlier termination of the Term. Following expiration of the calendar year in which the Lease expired or was terminated, Landlord shall give a final Operating Cost Statement to Tenant for such auditcalendar year. If Tenant's Share of Operating Costs as shown on the final operating Cost Statement is greater or less than the total amounts of operating Costs actually paid by Tenant during the year covered by the final Operating Cost Statement, then within fifteen (15) calendar days thereafter the appropriate party shall pay to the other party any sums owed. Landlord reserves the right to invoice actual Operating Costs to Tenant in arrears. Upon not less than five (5) business days notice and at reasonable times (but in no event more than once during any consecutive 12-month period), Landlord shall make available to Tenant during normal business hours at Landlord's offices, Landlord's books and records upon which any Operating cost Statement is based. Provided, however, if Tenant does not challenge any Operating Cost Statement within thirty (30) calendar days of its receipt, said Operating Cost Statement shall be conclusive between the parties.

Additional Rent. All sums payable by Tenant under this Lease other than Base Rent are “Additional Rent”; the term “Rent” includes both Base Rent and Additional Rent. Landlord will estimate in advance and charge to Tenant the following costs (“Total Operating Costs”), which Tenant will pay on a monthly basis throughout the Occupancy Period (as defined below) at the same time as Base Rent is to be paid: (i) all Real Property Taxes for which Tenant is responsible under Article 5, (ii) all utility costs (to the extent utilities are not separately metered) for which Tenant is responsible under Article 6, (iii) all insurance premiums for which Tenant is responsible under Article 8, and (iv) all Operating Expenses for which Tenant is responsible under Article 7 of this Lease. Landlord may adjust its estimates of Total Operating Costs at any time (but no more frequently than once every calendar year) based upon Landlord’s experience and reasonable anticipation of costs. Such adjustments will be effective as of the next Base Rent payment date after notice to Tenant. “Occupancy Period” means the period from the time commencing on the Beneficial Occupancy Date, throughout the Lease Term until the termination of this Agreement. Landlord estimates that the Total Operating Costs for the first lease year shall mean be: (i) $0.19 per square foot for Real Estate Taxes, (ii) $0.08 per square foot for insurance, (iii) $0.12 per square foot for Common Area Maintenance and (iv) the management fee as described below. The common area maintenance expense does not include Security for the Building, only includes security for the Park. Additionally Tenant shall be responsible for its Pro Rata Share of the Building security expense. This cost will also be billed as an Operating Expense In the event that the Premises are expanded to include the entire Building, Tenant shall be directly responsible for the Building security. After the end of each fiscal year during the Term, Landlord will deliver to Tenant a statement setting forth, in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding fiscal year and Tenant’s Pro Rata Share of such costs and expenses. Within thirty (30) days after Tenant’s receipt of such statement, there shall be an adjustment between Landlord and Tenant based on the sums paid by Tenant in comparison to Tenant’s Pro Rata Share of such costs and expenses. Such statement shall set forth (a) Landlord’s actual cost for such Total Operating Costs, categorized by class and amount; (b) the actual amount due from Tenant for Tenant’s Pro Rata Share of such Total Operating Costs and (c) the sum of the estimated monthly installments paid by Tenant during the applicable fiscal year. Landlord shall maintain complete and accurate records of (i) all sums other than Base Sublease Rent payable by Subtenant Real Property Taxes for which Tenant is responsible under Article 5, (ii) all utility costs (to Sublandlord the extent utilities are not separately metered) for which Tenant is responsible under Article 6, (iii) all insurance premiums for which Tenant is responsible under Article 8, and (iv) all Operating Expenses for which Tenant is responsible under Article 7 of this Lease. Tenant or its authorized agent shall have the right, at Tenant’s sole cost and expense, to inspect Landlord’s records with respect to Tenant’s Pro Rata Share of Total Operating Costs, which inspection shall be at Landlord’s office in Landlord’s Notice Address. If Tenant disputes the amount or appropriateness of inclusion in Operating Expenses of any cost or expense billed to Tenant and such dispute has not been resolved prior to the time any disputed amount is due Landlord under this SubleaseLease, including Tenant’s payment of any such disputed amount will not affect Tenant’s rights with regard to such disputed amount. If such dispute cannot be resolved by good faith negotiations between Landlord and Tenant within sixty (without limitation): overtime or excess service charges60) days after Tenant gives Landlord written notification of such dispute, then such dispute shall be resolved by an independent certified public accountant acceptable to Landlord and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this SubleaseTenant. Subtenant Tenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share the expense of the certified public accountant unless it is finally determined that Landlord overcharged Tenant by 4% or more. If on the basis of the final determination of Tenant’s Pro Rata Share for a specific fiscal year, Tenant owes an amount that is less than the payments for such fiscal year previously made by Tenant, Landlord shall credit such excess amount against the next monthly installments due from Tenant to Landlord for Operating Cost Share Expenses. If on the basis of Operating Expenses pursuant such final determination, Tenant owes an amount that is greater than the total amount of payments for such fiscal year previously made by Tenant, Tenant shall pay the amount of such deficiency to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant Landlord within ten (10) working days of receipt of Sublandlordafter such final determination. Landlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of and Tenant’s Operating Cost Share relating solely to the Premises and 20.11% reimbursement obligations set forth herein survive any termination of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master this Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such audit.

Additional Rent. In addition to the Base Rent, Tenant agrees to pay as additional rent (the “Additional Rent” ”) its pro rata share of all Landlord’s expenses of management fees for the Building, Building casualty and other insurance, common area utilities and common area maintenance charges for the portions of the Building accessible and available to all tenants, subject to limits and controls hereinafter described (“Operating Expenses”), provided, however, that the Leased Premises are intended to be primarily free-standing with minimal common charges. Operating Expenses shall mean not include capital costs and expenses, as defined by Generally Accepted Accounting Principles (“GAAP”), but shall include an annual allocation, not to exceed One-Half Percent (0.5%) of the gross annual rentals at the Building, to repair and replacement reserves during the Term, Management fees for the Building shall not exceed. Three Percent (3%) of the gross annual rents generated by the Building while the Building is managed by Phoenix Management Company, In the event the Building is managed by another company unrelated to the Landlord, the management fee shall not exceed Four Percent of the gross annual rents generated by the Building. Landlord and Tenant agree that water and sewer charges will be separately metered to the Leased Premises and will not become part of the Operating Expenses; provided, however, that all cost and expense related to separate metering of water and sewer shall be the responsibility of the Landlord. Tenant shall begin paying its pro rata share of Operating Expenses on the Rent Commencement Date. Failure of Tenant to pay any sums other than required hereunder shall be deemed as a failure to pay rent. Landlord shall estimate the Operating Expenses and shall provide notice thereof at least annually on the anniversary of this Lease. Said estimated Operating Expenses shall be payable in advance on the day that Base Sublease Rent payable by Subtenant is due in installments equal to Sublandlord under this Sublease1/12 of the estimated Operating Expenses. Each year during the Lease Term and within the ninety (90) days next following the end of each calendar year, including (without limitation): overtime or excess service chargesLandlord agrees to furnish to Tenant an itemized reconciliation statement in reasonable detail setting forth the total costs included as Operating Expenses for the preceding calendar year. Based on said itemized statement Landlord shall determine Tenant’s total actual Operating Expenses for such preceding year, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any shall make adjustments for underpayment of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, SubtenantTenant’s pro rata share of said Operating Expenses, which underpayment Tenant shall pay with Tenant’s next monthly payment of Tenant’s pro rata share of said Operating Cost Share Expenses, and for overpayments of Tenant’s pro rata share of said Operating Expenses, which overpayment shall be credited against Tenant’s next monthly payment(s) of Tenant’s pro rata share of said Operating Expenses pursuant until such overpayment is exhausted. Payments of additional rent received more than five (5) days after the due date may be subject to Section 7 a late payment penalty equal to 2% of the Master Lease (excluding Section 7.6 [Reserve Account])payment amount for each month the payment is late. Such Additional Rent amounts Xxxxx 0 xxx 0 xxxxx xx responsible for all Operating Expenses of the Building which contains said units and Landlord shall send the invoices to Unit 1. Real estate taxes shall be paid in accordance with Section 9 herein. Notwithstanding the foregoing, Operating Expenses shall not include any of the following; the cost of capital improvements (defined as a repair or improvement having use of life greater than five (5) years or expenditures that are deemed capital under GAAP); expenses for painting, redecorating, or other work which Landlord performs for any tenant in the Building; any expense which is payable by Subtenant within ten fewer than all the tenants of the Building; interest, amortization, or other payments on loans to Landlord, whether secured or unsecured; depreciation of the Building or other said improvements; ground rent; salaries, wages or other compensation paid to any employee above the grade of building superintendent or building manager, including all officers or executives of Landlord; and income, excess profits, or franchise taxes or other such taxes imposed on or measured by the income of Landlord from the operation of the Building; any expenses relating to the replacement of any item if such replacement is covered under warranty; any reserves; any costs for which is or is to be reimbursed by proceeds of insurance or condemnation or by any other third party source, other than payments by other tenants on account of the Operating Expenses; any portion of any cost or expense related to use of any common service or utility that includes other tenant or occupant use in excess of normal and customary office use levels; any charges for general administration or overhead; any costs relating to leasing, lease enforcement or procuring tenants, including attorneys’ fees, leasing commissions, advertising costs, space planning, buy-outs, contributions, tenant improvement expenses, and costs to construct any tenant alterations or improvements in connection with the preparation of a space for a new tenant or the renovation of any space for an existing tenant, and any expenses incurred to resolve disputes, enforce or negotiate lease terms with prospective or existing tenants; any costs relating to financing, refinancing or modifying any mortgage or lien on the Building or any portion thereof, and any costs relating to any other indebtedness, including, without limitation, interest, principal payments, late payment fees or penalties, legal fees, commissions, title insurance premiums, points, survey expense, appraisal, environmental report, or engineering report; any penalty or fine or cost incurred by Landlord due to its violation of any law; any interest or penalties assessed against Landlord for late payment by of any of the Operating Expenses or Real Estate Taxes; any cost relating to sculptures, paintings and other objects of art; any cost to repair and/or replace any construction defects or design defects in the Building; any costs relating to advertising, marketing and promotional events; legal fees; the cost of cleanup/remediation of any hazardous waste or hazardous substance, and all other costs of complying with any environmental law, ordinance, regulation, decree or order; and costs of any repairs, restoration or other work attributable to a fire, windstorm or other casualty or to a condemnation, other than those costs equal to a commercially reasonable insurance deductible. Supplementing the foregoing, (101) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such to the extent any person whose wage, salary, fringe benefits and taxes (payroll and workers’ compensation, etc,) are included in the Operating Costs under this Sublease Expenses does not devote his/her entire time to the Building, then said wage, salary, fringe benefits and other items shall be 20.11% of Tenant’s Operating Cost Share relating solely included only in proportion to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following time spent with respect to the conclusion Building, and (ii) if any service is provided by an affiliate or subsidiary of Landlord or the managing agent, the cost included in the Operating Expenses for such auditservice shall not exceed the reasonable and customary cost charged by an independent third party performing the same services.

Additional Rent. During the Term of the Lease Tenant shall pay as Additional Rent (the “Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under ”) Tenant's Proportionate Share (defined herein) of Operating Expenses (defined below) in accordance with the following: For first Lease Year during the term of this SubleaseLease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant Tenant shall pay to SublandlordLandlord each month, as Additional Renton the first day of each month following the Commencement Date of Lease, Subtenant’s pro rata share an amount equal to Landlord's estimate of Tenant’s Operating Cost 's Proportionate Share of Operating Expenses for the Lease Year divided by the number of months remaining in such Lease Year; and for each Lease Year thereafter Tenant shall pay to Landlord each month, on the first day of each month following the Commencement Date of the Lease, an amount equal to one-twelfth (1/12) of the then estimated Tenant's Proportionate Share of Excess Operating Expenses. The Additional Rent for Year One is estimated at $0.XX per rentable square foot per month. The prorated monthly amount of $XXX.00 is in addition to the Base Rent. Operating Expenses for each Calendar Year shall be budgeted by Landlord, from which Landlord shall estimate Tenant's Proportionate Share of Operating Expenses, and written notice of such estimate of Tenant's Proportionate Share shall be given to Tenant as soon as reasonably possible on or before the beginning of each Calendar Year. If Operating Expenses increase during a Lease Year, Landlord may revise its estimate of Tenant's Proportionate Share of Excess Operating Expenses during such year by giving Tenant written notice to that effect, and thereafter Tenant shall pay to Landlord, in each of the remaining months of such Lease Year, an Additional Rental divided by the number of months remaining in such year. Within one hundred eighty (180) days after the end of each Calendar Year, Landlord shall prepare and deliver to Tenant a statement showing the actual amount of Tenant's Proportionate Share of Operating Expenses. If the actual amount of Tenant's Proportionate Share of Operating Expenses incurred in respect of any Lease Year exceeds the estimate of Tenant's Estimated Proportionate Share of Operating Expenses for such Lease Year, then Tenant shall pay to Landlord the amount of such difference within ten (10) days following receipt of notice from Landlord setting forth the actual amount of Tenant's Proportionate Share of Operating Expenses in respect of such Lease Year. If the actual amount of Tenant's Proportionate Share of Operating Expenses in respect of any Lease Year is less than the estimate of Tenant's Proportionate Share of Operating Expenses for such Lease Year, there will be an adjustment of the Tenant’s additional. Landlord shall have no obligation to refund to Tenant such difference. If the last Lease Year is a fractional calendar year, then Landlord shall adjust the Proportionate Share of Operating Expenses to reflect the number of months (including fractional months) in such fractional Lease Year, as appropriate to reflect any proration of Operating Expenses. Any delay by Landlord in delivering any estimate or statement pursuant to this Section 7 shall not relieve Tenant of its obligations pursuant to this Section except that Tenant shall not be obligated to make any payments based on such estimate or statement until ten (10) days after receipt of such estimate or statement. Additional Rental shall also include, and Tenant shall pay as Additional Rental, a reasonable charge determined by Landlord for any services required to be provided by Landlord by reason of any use by Tenant of any services customarily provided by Landlord to all other tenants in the Building or by reason of any recurrent use of the Master Lease (excluding Section 7.6 [Reserve Account])Premises by Tenant at any time other than Normal Business Hours. Such Additional Rent amounts Tenant shall pay for any additional or unusual janitorial services required by reason of Tenant's use of the Premises or by reason of improvements in the Premises other than Building Standard Improvements and any repairs required to be paid made to the Building due to the use of the Building by Subtenant Tenant or its agents or invitees within ten (10) days of receipt being billed by Landlord. If improvements in the Premises other than Building Standard Improvements or Tenant's use or the conduct of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under business on the Premises or in the Building, whether or not with Landlord's consent and whether or not otherwise permitted by this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely Lease, results in any increase in ad valorem taxes (not separately assessed) or in premiums for the fire and liability insurance or any other insurance coverage carried by Landlord with respect to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the PremisesBuilding or its contents, Tenant shall pay as those terms are defined Additional Rental any such increase in Section 7.1(ataxes or premiums (as reasonably allocated by Landlord) of the Master Lease. When reasonably requested by Subtenant if there has been a within ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditdays after being billed by Landlord.

Additional Rent. “Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this SubleaseFor each year during the Term, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant Tenant shall pay to SublandlordLandlord, as Additional Rentin addition to the Base Monthly Rent and all other payments due under this Lease, Subtenant’s pro rata share of Tenant’s Operating Cost Share of an amount equal to the actual Operating Expenses pursuant for that year. Prior to Section 7 the beginning of each Lease Year, Landlord will prepare and distribute to Tenant an "Estimated Schedule" setting out what Landlord believes to be the Master reasonably anticipated Operating Expenses for the succeeding Lease (excluding Section 7.6 [Reserve Account])Year. Such Additional Rent amounts The initial Estimated Schedule is annexed to this Lease as Exhibit B. The last distributed Estimated Schedule shall be paid remain operational until replaced by Subtenant a new Estimated Schedule. Tenant shall make payments against the Operating Expense Schedule. After the end of each year Landlord will reconcile the actual Operating Expenses to the Estimated Schedule. If Tenant has paid, on an estimated basis, an amount less than the actual Operating Expenses for the affected Year, Tenant shall pay the difference between the Estimated Schedules and the actual Operating Expenses for the affected Year within ten (10) 30 days of receipt of Sublandlord’s billing therefora written reconciliation and invoice. Subtenant’s prorata share of such If the Tenant has paid, on an estimated basis, an amount more than the actual Operating Costs under this Sublease Expenses for the affected year, Tenant shall be 20.11% of Tenant’s Operating Cost Share relating solely receive a rental credit upon delivery to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) Tenant of the Master Leasewritten reconciliation. When reasonably requested If Landlord, for any reason, neglects or fails to timely provide the required Estimated Schedule or reconciliation of Operating Expenses to Tenant, such failure shall not be deemed a default under or breach of this Lease by Subtenant if there has been Landlord for any purpose; neither shall it be deemed a ten percent (10%) or greater increase in waiver of any rights of Landlord to collect Tenant's Pro Rata Share of Operating Expenses, Sublandlord nor shall use its judgment reasonably exercised, to determine whether to audit the calculation such failure by Landlord excuse Tenant from performance of the annual Operating Expense statement as permitted any of Tenant's obligations under the Master provisions of this Lease. In the event that Sublandlord elects Notwithstanding any other provision of this Lease, Tenant shall have no obligation to audit make a reconciliation payment to Landlord in connection with under-estimated Operating Expenses until 30 days after receipt of a written reconciliation and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditinvoice. Payments made by Tenant pursuant to this Paragraph are sometimes called "Additional Rent." 9 4.4.1.

Additional Rent. Subtenant further agrees to pay Subtenant’s Share (defined below) of the Operating Expenses, Subtenant’s Share of Electrical Cost and Subtenant’s Share of all other sums required to be paid by Sublandlord in its capacity as tenant under the Base Lease (“Additional Rent”) for the period between the Sublease Commencement Date and the last day of the Sublease Term. Such Additional Rent shall be payable on the first day of each month based upon a reasonable estimate provided to Subtenant by Sublandlord of the other sums payable by Sublandlord for that month under the Base Lease. Within 15 days after the actual amount of other sums due under the Base Lease is known by Sublandlord, Sublandlord shall notify Subtenant thereof and of Subtenant’s portion thereof. If Subtenant has overpaid rent for the period in question, such overpayment shall be credited against the next installments of rent due or returned by Sublandlord to Subtenant, or if Subtenant has underpaid rent, then Subtenant shall pay the amount of such underpayment to Sublandlord within five days after the receipt of such notice. Payment of Base Rent and Additional Rent shall be made to Sublandlord at its address written below or at such other place Sublandlord may designate in writing, without any offset or deduction whatsoever. Subtenant agrees to pay directly to Landlord (or, if Landlord is unwilling to bxxx and receive payments directly from Subtenant, to Sublandlord) any excess electricity usage charges and expenses allocable to Subtenant’s usage thereof in the Sublease Premises as well as any other charges allocable to Subtenant’s usage thereof in the Sublease Premises all in accordance with the terms of the Base Lease. Subtenant and Sublandlord are knowledgeable and experienced in commercial transactions and agree that, subject to the terms of Base Lease, the provisions of this Sublease for determining charges, amounts and Additional Rent payable by Subtenant are commercially reasonable and valid even though such methods may not state a precise mathematical formula for determining such charges. As used herein, “Subtenant’s Share” shall mean means, for the purposes of calculating the portion of Operating Expenses and Electrical Cost required to be paid by Subtenant under this Sublease, the percentage obtained by dividing (a) the number of rentable square feet in the Sublease Premises as stated above by (b) the number of rentable square feet in the Premises (i.e., 11,199 rentable square feet). Based on the current rentable square feet in the Sublease Premises and the Premises as of the date of this Sublease, Subtenant’s Share equals 95.54%. The Base Operating Year for purposes of calculating Subtenant’s Share of Operating Expenses required to be paid by Subtenant under this Sublease is 2021. All Base Rent, Additional Rent, and all other sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of for the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs Sublease Premises under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely referred to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, herein collectively as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such audit“Rent.”

Additional Rent. “In addition to Base Rent, commencing on the Fully Available Date, the Lessee shall pay, as "Additional Rent” shall mean all sums other than " and monthly, on the first day of every month thereafter (on and after the Fully Available Date with each installment of Base Sublease Rent payable by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime Rent) the Lessee's Proportionate Share of Operating Costs of the Property for each Lease Year or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Subleaseportion thereof during the Term hereof. Subtenant The Lessee shall pay to Sublandlordthe Lessor monthly installments on account of projected Operating Costs for the Lease Year, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 calculated by the Lessor on the basis of the Master most recent Operating Costs data for actual Operating Costs for such Lease Year, pro-rated for any partial month. Within one hundred twenty (excluding Section 7.6 [Reserve Account])120) days after the end of each Lease Year or partial Lease Year, Lessor shall deliver to Lessee a detailed statement setting forth the Operating Costs for such Lease Year and Lessee's Proportionate Share. Such Additional Rent amounts If the total of such monthly installments in any Lease Year is greater than the actual Operating Costs for such Lease Year, the Lessee shall be paid by Subtenant entitled to a credit against the Lessee's Base Rent obligations hereunder in the amount of such difference and may set off such amounts against any sums due from Lessee to Lessor hereunder. If the total of such monthly installments is less than the actual Operating Costs for such Lease Year, the Lessee shall pay to the Lessor the amount of such difference within ten thirty (1030) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share Lessor shall make available for inspection of Lessee such Operating Costs under this Sublease back-up documents as Lessee shall reasonably request. Such documents and other books and records as Lessee shall reasonably request shall be 20.11% of Tenant’s Operating Cost Share relating solely open at all reasonable times, at Lessee's offices after written notice to Lessor, to the Premises inspection of Lessee or its duly authorized representatives who shall have full and 20.11% free access to such documents, books and records, and the right to audit such documents, books and records, and the right to require of Tenant’s Exterior Common Area Cost Share relating solely Lessor such information or explanation with respect to such documents, books and records as may be necessary to the Premises, as those terms are defined proper examination and audit thereof. If any audit discloses an overcharge in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment Lessee's Proportionate Share of Operating Costs paid by Lessee, Lessor shall promptly following reimburse Lessee an amount of the conclusion overcharge within thirty (30) days after written request therefor. If Lessor fails to reimburse Lessee as set forth in the immediately preceding sentence, Lessee may offset the amount of the overcharge against any sums as owing hereunder from Lessee to Lessor. If any audit discloses an overcharge of more than 10%, the Lessor shall reimburse the Lessee for the reasonable costs of such audit.

Additional Rent. For purposes of this Sublease, Subtenant’s “Additional RentBase Year” shall mean all sums other than Base Sublease Rent calendar year 2010 and “Subtenant’s Share” shall mean the increase in Operating Expenses and real property taxes payable by Sublandlord under the Master Lease for the Subleased Premises for each calendar year during the Sublease Term in excess of the actual Operating Expenses and real property taxes attributable to the Subleased Premises under the terms of the Master Lease for the Base Year; provided, however, that Subtenant’s Share shall not include any increase in real property taxes to the extent that such increase is due to the sale of the Building. For each year commencing from and after January 1, 2011, Subtenant shall pay to Sublandlord in addition to Base Rent, an amount equal to Subtenant’s Share. The calculation of Subtenant’s Share shall be prorated for any year which is less than a full calendar year. Sublandlord shall have the right to charge and collect Subtenant’s Share on an estimated basis commencing January 1, 2011 based on Master Landlord’s estimated Operating Expenses and real property taxes for each calendar year with any reconciliation for underpayments or overpayments to be made by the parties within thirty (30) days following Sublandlord’s receipt of the actual year end statements from Master Landlord in accordance with the terms and procedures specified in the Master Lease. Subtenant shall also pay all other costs and charges allocable to the Subleased Premises and payable by Sublandlord under the Master Lease in the amounts and at the times required under the Master Lease and shall pay all such amounts directly to Sublandlord. Base Rent, Subtenant’s Share, and all other costs and expenses which Subtenant assumes or agrees to pay to Sublandlord under this Sublease, including Sublease shall constitute and be referred to herein as “Rent” and the Subtenant’s covenant and obligation to pay Rent (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related Sublandlord’s obligations to reconcile payments with respect to Subtenant’s failure to perform Share) shall survive the expiration of the Sublease Term or any earlier termination of its obligations under this Sublease. Sublandlord shall provide copies of the invoices it receives from Master Landlord for payment of Sublandlord’s Share and Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share Share within thirty (30) days thereafter. Subtenant shall have no right of Tenantaudit or right to dispute Master Landlord’s Operating Cost Share statements or invoices of Operating Expenses pursuant and real property taxes; provided, however, Sublandlord shall have the right to audit Sublandlord’s books and records with respect to any amounts paid to Sublandlord under this Section 7 6 upon fifteen (15) days prior written notice. All payments of Rent shall be made in lawful money of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts United States of America and shall be paid by Subtenant within ten to the Sublandlord at the address for Sublandlord set forth in Paragraph 23 below, or to such other party or address as Sublandlord may designate in writing to Subtenant. Except as otherwise provided in this Sublease, Rent hereunder shall not include (10i) days of receipt of any amounts directly resulting from Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted default under the Master Lease. In , provided that such default is not the event that Sublandlord elects to audit result of a default by Subtenant under this Sublease; (ii) Operating Expenses and real property taxes to the extent the same are not the obligation of Subtenant under this Sublease; (iii) Base Rent payable by Sublandlord determines under the Master Lease; (iv) any amounts relating to optional or additional services to the Subleased Premises (such as after-hours HVAC service) not requested or authorized by Subtenant; provided, however, Subtenant acknowledges that the supplemental cooling units located in the Subleased Premises are within Subtenant’s control; or (v) any amounts directly resulting from the acts or omissions of Sublandlord was overcharged for Operating Expenses under the Master Lease and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for not the amount result of Subtenant’s overpayment promptly following the conclusion of such auditacts or omissions under this Sublease.

Additional Rent. “Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent” shall mean Rent the following: (a) Tenant's proportionate share of all sums other than Base Sublease Rent payable by Subtenant Taxes relating to Sublandlord under this Subleasethe Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (without limitation): overtime or excess service d) All charges, costs and late chargesexpenses, damageswhich Tenant is required to pay hereunder, together with all interest and other penalties, costs and expenses related to Subtenant’s including attorney's fees and legal expenses, that may accrue thereto in the event of Tenant's failure to perform any pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of its obligations under default of Tenant or failure on Tenant's part to comply with the terms of this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to audit Operating Expenses Landlord or Landlord's agent (i) within five days for taxes and Sublandlord determines that Sublandlord was overcharged insurance and within thirty days for Operating Expenses all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord. Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and Sublandlord conditions of this Lease) any amount of estimated payments made by Tenant (providing Tenant is not in turn had overcharged Subtenantdefault in the performance of any of the terms, then Sublandlord covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall reimburse Subtenant survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the amount calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of Subtenant’s overpayment promptly following the conclusion statement of actual Additional Rent for such auditcalendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365.

Additional Rent. Commencing on the Commencement Date and continuing throughout the Lease Term, Tenant shall pay, as additional rent Tenant’s Allocated Share of Operating Expenses as provided in Article 6, and subject to the terms of this Lease, commencing on the 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 all sums other than Base Sublease Rent payable by Subtenant mean, collectively, (a) any late charges due Landlord pursuant to Sublandlord under this Subleaseparagraph 3.4, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of b) Tenant’s Operating Cost 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 Section 7 this Lease. Landlord, in its reasonable discretion, shall create cost pools, or otherwise reasonably allocate expenses to certain tenants of the Master Lease (excluding Section 7.6 [Reserve Account])Property, in order to equitably allocate expenses among the tenants of the Property. Such Additional 3.3 Payment of Rent: The Base Monthly Rent amounts shall be paid by Subtenant in advance on or before the first day of each calendar month during the Lease Term. Any Additional Rent shall be due and payable as set forth in this Lease or, if not specifically set forth, within ten thirty (1030) days of receipt of Sublandlord’s billing therefora written invoice from Landlord for the same. Subtenant’s prorata share of such Operating Costs under this Sublease All Rent shall be 20.11% paid in lawful money of the United 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. Tenant’s Operating Cost Share relating solely obligation to pay rent shall be prorated at the Premises commencement and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) expiration of the Master LeaseLease Term. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, Base Monthly Rent and Additional Rent are collectively referred to determine whether as “Rent.” All monetary obligations of Tenant to audit the calculation of the annual Operating Expense statement as permitted Landlord under the Master Leaseterms of this Lease are deemed to be Rent. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such audit.3.4

Additional Rent. “Additional Rent” shall mean all sums other than Base Sublease It is understood that the Rent set forth in paragraph 3 of the Lease was negotiated in anticipation that the Tenant pays for a pro-rata share of the Operating Expenses not paid directly by Tenant, defined in paragraph 5 of the Lease. Therefore, in order that Rent payable throughout the term of this Lease shall reflect such costs, Tenant shall pay its pro-rata share of the Operating Expenses defined in paragraph 5. At the beginning of the Lease Term and within 60 days after the first day of each calendar year. Landlord shall furnish to Tenant an estimate of Tenant’s pro-rata share of Operating Expenses, not paid directly by Subtenant to Sublandlord under this SubleaseTenant, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Subleasedefined in Paragraph 5 for the ensuing calendar year. Subtenant Tenant shall pay to Sublandlord, Landlord 1/12th of said estimate at the same time and place as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses the base rent is to be paid pursuant to Section 7 paragraph 3, above. Landlord will furnish a statement of the Master Lease actual cost with respect to the reimbursable expenses no later than sixty (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (1060) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to following the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to calendar year-end including the Premises, as those terms are defined year following the year in Section 7.1(a) of which the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master LeaseLease terminates. In the event that Sublandlord elects Landlord is, for any reason, unable to audit furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and Sublandlord determines that Sublandlord was overcharged for records showing the Operating Expenses in accordance with generally accepted accounting principles. Upon five (5) business days notice, Tenant shall have the right to inspect the books and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for records at the amount office of Subtenant’s overpayment promptly following the conclusion of such auditLandlord or its Manager.

Additional Rent. “Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects Tenant has sought and received Landlord's consent to audit Operating Expenses assign this Lease, or to monthly base rent by Tenant to Landlord, pursuant to Paragraph 3, shall be increased by an amount equal to one-half of the amount to be received by Tenant during each month pursuant to the terms of the assignment or sublease, in excess of Tenant's monthly base rent for the space subject to the assignment or sublease. The amounts referred to in the previous sentence include rent, rent credit additional rent, or any other payment in respect of use of occupancy, or in reimbursement of costs of leasehold improvements installed by Tenant, and Sublandlord determines whether paid in a lump sum or periodic payments. In no event shall the total sums payable to the Landlord be less than the monthly rental Landlord would have received but for such assignment or sublease. The additional rent shall be due and payable to Landlord in accordance with the schedule specified in the sublease or assignment instrument, and the failure of any subtenant or assignee to make any payments in accordance with that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord schedule shall reimburse Subtenant for not affect the obligation of Tenant to pay the additional rent to Landlord. The calculation of the amount of Subtenant’s overpayment promptly rentable space being sublet shall be made by Landlord in accordance with its usual standards, Landlord may require acknowledgment by Tenant of Tenant's concurrence on the Landlord's calculation of the amount of rentable space being sublet as a condition to Landlord's consent to any sublease. The provisions of a sublease or assignment instrument consented to by Landlord cannot be modified, not the sublease or assignment terminated, other than in accordance with its terms, without the prior written consent of the Landlord, which consent shall not be unreasonably withheld. The terms of this Paragraph 17.2 shall apply to any subleasing or assignment by any subtenant or assignee. The following the conclusion exhibits and riders are attached to and are part of such audit.this Lease: Exhibit A -- Building Floor Plan Exhibit B -- Rules and Regulations Exhibit C -- Building Floor Plan for First and Second Expansion Spaces

Additional Rent. “Lessee agrees to pay all Operating Expenses (as defined in Section 10 below) for the Premises. Prior to the Commencement Date, Lessor will provide Lessee a statement showing Lessor's reasonable estimate of the Operating Expenses for the then current Fiscal Year and the Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant due. Within 90 days following the completion of each Fiscal Year thereafter, Lessor will provide to Sublandlord under this SubleaseLessee a statement showing in reasonable detail the Operating Expenses for the preceding Fiscal Year, including (without limitation): overtime or excess service chargesthe Additional Rent due, and late chargesLessor's reasonable estimate of Operating Expenses for the then current Fiscal Year. A listing of the current categories of Operating Expenses ("Operating Expense Categories") used by Lessor are set out in Exhibit "E" attached hereto. The Operating Expense Categories may change from time to time in Lessor's reasonable discretion. Lessee shall, damageson or before 30 days following receipt of said statement, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay to SublandlordLessor the amount of Additional Rent due as provided herein, as less the amount of Additional Rent paid in advance (if any) during the preceding Fiscal Year. Any overpayment will be paid to Lessee within 30 days of the determination of such overpayment. Lessee agrees to pay Additional Rent each month thereafter, in addition to Base Rent, Subtenant’s in an amount necessary to amortize the estimated Operating Expenses for the then current Fiscal Year over a period equal to the lesser of (i) the number of months remaining in the Term on a pro rata basis or (ii) the number of months remaining in the current Fiscal Year. Notwithstanding that the Term has expired or been terminated, Lessee shall remain liable for and agrees to pay to Lessor within 30 days following receipt of an invoice therefor, its pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following Fiscal Year during which the conclusion of such audit.Term expired or was

Additional Rent. “Additional Rent” shall mean all sums other than Base Sublease Rent (a) The Prime Lease obligates Sublessor to make payments to Prime Landlord on the basis of increases in operating expenses and real estate taxes. Subtenant agrees to pay Sublessor additional rent equal to Subtenant's allocable share of such increases above the amount payable by Subtenant Sublessor to Sublandlord Prime Landlord during the Base Year. For purposes of the Paragraph 6, the Base Year shall be calendar year 1998 and Subtenant's allocable share shall be the product of (i) the amount of such increase above the Base Year payable from time to time by Sublessor under this Subleasethe Prime Lease, including multiplied by (without limitation): overtime or excess service chargesii) a fraction, the numerator of which shall be the number of square feet of rentable area in the Subleased Premises, and late charges, damages, interest and other costs and expenses related the denominator of which shall be the number of square feet of rentable area leased from time to Subtenant’s failure time by Sublessor pursuant to perform any the Prime Lease. Payments of its obligations under this Sublease. additional rent by Subtenant shall commence on January 1, 1999 and shall be made to Sublessor on the same basis, in the same manner, and at the same time or times as Sublessor is required to pay Prime Landlord additional rent under the Prime Lease. Sublessor agrees to Sublandlord, as Additional Rent, Subtenant’s pro rata share furnish Subtenant a copy of Tenant’s Operating Cost Share any statement received by Sublessor from Prime Landlord showing amounts of Operating Expenses pursuant additional rent to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Sublessor, under the Prime Lease and a statement setting forth Subtenant’s prorata 's allocable share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely amounts. Sublessor agrees to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for Subtenant's allocable share of any reimbursements to Sublessor that result from any over payments made during the amount preceding calendar year within thirty (30) days after Sublessor receives such reimbursement from Prime Landlord. It is understood and agreed that Subtenant's liability for additional rent and Sublessor's responsibility to refund any overpayments shall survive the expiration or termination of Subtenant’s overpayment promptly following the conclusion of such auditthis Sublease.

Additional Rent. “Tenant's Proportionate Share of Additional Rent” Rent includes Utilities which is 14.6% for Premises Part A, and 66.1% for Premises Part B (or a total of 80.7% for the entire Premises (As "Utilities" are hereinafter defined in Section 7.1), shall mean all sums other than Base Sublease Rent be payable by Subtenant Tenant within thirty (30) days after a reasonably detailed statement of actual expenses is presented to Sublandlord Tenant by Landlord. At Landlord's option, however, an amount may be estimated by Landlord from time to time of Tenant's proportionate share of Additional Rent and the same shall be payable monthly, during each 12-month period of the lease term, in advance, on the first day of each calendar month included in the Term, and for any portion of a calendar month at the beginning or the end of the Term, at the rate payable in advance for such portion. Landlord shall deliver to Tenant within sixty (60) days after the expiration of each calendar year a reasonably detailed statement showing Tenant's Share of Actual Additional Rent incurred during the preceding year. If Tenant's payments under this SubleaseSection 4.2 during said preceding year exceed Tenant's Proportionate Share as indicated on said statement, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any Tenant shall be credited the amount of its obligations such over-payment against Tenant's Proportionate Share of Additional Rent next becoming due. If Tenant's payment under this Sublease. Subtenant Section 4.2 during said preceding year are less than Tenant's Proportionate Share as indicated on said statement, Tenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for Landlord the amount of Subtenant’s overpayment promptly following the conclusion deficiency within thirty (30) days after the delivery by Landlord to Tenant of said statement. Tenant shall have the opportunity upon written request to Landlord to review the books and records of Landlord relating to the charges reflected in such statement and may, within 60 days after the delivery of such auditstatement, contest any such statement if Tenant reasonably believes that it is inaccurate. No such review or contest shall affect the obligations of Landlord and Tenant to make credits and payments on the basis of such statements as aforesaid, but upon resolution of any contest, a readjustment of any such credit or payment shall promptly be made.

Additional Rent. “Additional Rent” Rent shall mean all sums other be due during any Calendar Year, beginning with the Calendar Year immediately following delivery of the Expansion Space to Tenant, during which the Actual Expense Rate is greater than the Base Sublease Expense Rate. Prior to January 1 of each Calendar Year (or as soon thereafter as reasonably possible), Landlord shall provide to Tenant a statement of Landlord's reasonable estimate of the Expense Rate (calculated by dividing Landlord's reasonable estimate of Expenses for the ensuing Calendar Year by the Rentable Area in the Building) projected by Landlord for the ensuing Calendar Year (the "Projected Expense Rate"). Beginning with the first month of the Calendar Year immediately following delivery of the Expansion Space by Landlord to Tenant, Tenant shall pay to Landlord on the first day of each month one-twelfth (1/12th) of the product of (a) the positive difference (if any) obtained by subtracting the Base Expense Rate from the Projected Expense Rate for such Calendar Year, and (b) the Rentable Area in the Premises. Until Tenant has received the statement of the Projected Expense Rate from Landlord, Tenant shall pay or continue to pay Additional Rent to Landlord in the same amount (if any) as required for the last month of the prior Calendar Year. After Tenant receives the statement, on the next date when Base Rent is due, Tenant shall pay to Landlord, or Landlord shall credit to Tenant (whichever is appropriate), the difference between the amount paid by Tenant and the amount payable by Tenant as set forth in such statement. Not more than twice during any Calendar Year, Landlord may in good faith revise the Projected Expense Rate and provide Tenant with a revised statement, and thereafter Tenant shall pay Additional Rent on the basis of the revised statement. Landlord shall provide to Tenant, within one hundred fifty (150) days after the end of each Calendar Year, a statement of the Actual Expenses, the Actual Expense Rate and the Additional Rent for such year. Tenant shall pay to Landlord, within thirty (30) days after Tenant's receipt of such statement, the uncollected Additional Rent for such Calendar Year. If the actual Additional Rent payable by Subtenant Tenant for any Calendar Year is less than the aggregate of the actual Additional Rent collected by Landlord for such Calendar Year, Landlord shall promptly refund the amount of such excess (or, at Landlord's option, apply such excess against the next ensuing payments of Rent due or to Sublandlord under this Sublease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related become due hereunder). Failure of Landlord to Subtenant’s failure to perform any of provide the statement called for hereunder shall not relieve Tenant from its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under or elsewhere in this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such audit.

Additional Rent. “Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under Beginning with the commencement date of the term of this SubleaseLease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant Tenant shall pay to Sublandlord, Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of Rent the Master Lease following: (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10a) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share All Taxes relating solely to the Premises as set forth in Paragraph 9, and 20.11% of Tenant’s Exterior Common Area Cost Share (b) All insurance premiums relating solely to the Premises, as those set forth in Paragraph 12, and (c) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master this Lease. In the event that Sublandlord elects of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to audit Operating Expenses Landlord or Landlord's agent (i) within five days after presentation of invoice from Landlord of Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of any amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled at the end of each calendar year as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expending by Landlord in excess of said estimated amount, or Landlord refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and Sublandlord determines that Sublandlord was overcharged conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for Operating Expenses said Additional Rent items. The respective obligations of Landlord and Sublandlord in turn had overcharged SubtenantTenant under this paragraph shall survive the expiration or other termination of the term of this Lease, then Sublandlord and if the term hereof shall reimburse Subtenant expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the amount calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of Subtenant’s overpayment promptly following the conclusion statement of actual Additional Rent for such auditcalendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365.

Additional Rent. “Additional In addition to Base Rent” , Subtenant also shall mean pay to Sublandlord, (a) Subtenant's proportionate share of Tenant's Proportionate Share of Basic Operating Costs (as such terms are defined in the Basic Lease Information and in Section 7 of the Master Lease), (b) all sums other than Base Sublease Rent costs payable by Subtenant Sublandlord with respect to Sublandlord the Sublease Premises under this Subleasethe Master Lease, including (without limitation): overtime or excess service charges, and late charges, damagesexcept penalties, interest and other costs and fees arising from a default by Sublandlord under the Master Lease, and (c) any costs and expenses related applicable to Subtenant’s failure to perform any of its obligations under this Subleasethe Sublease Premises which are paid directly by Sublandlord, if any, including, but not limited to, utilities, personal property taxes and real property taxes (collectively, "Additional Rent"). Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata 's share of Tenant’s Basic Operating Cost Share of Operating Expenses Costs and any Rent Increase as and when such payments are due from Sublandlord pursuant to Section 7 of the Master Lease Lease, but at least five (excluding Section 7.6 [Reserve Account])5) business days prior to the date Sublandlord must pay such amounts to Master Landlord. Such Additional Rent amounts shall be paid by Subtenant within Within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the by Sublandlord from Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating ExpensesLandlord, Sublandlord shall use its judgment reasonably exercisedprovide to Subtenant copies of all notices relating to Estimated Basic Operating Costs and Basic Operating Cost Adjustments applicable to the Sublease Premises. Subtenant shall pay items of Additional Rent other than Basic Operating costs within ten (10) days after receipt of written demand from Sublandlord, to determine whether to audit the calculation of the annual Operating Expense which demand shall be accompanied by any invoice or statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenantreceived from Master Landlord relating thereto. Promptly upon receipt from Master Landlord, then Sublandlord shall reimburse provide Subtenant with an estimate of Additional Rent for the amount of Subtenant’s overpayment promptly following the conclusion of such audityear 2003, together with any notices received by Sublandlord from Master Landlord with respect thereto.

Additional Rent. All sums payable by Tenant under this Lease other than Base Rent shall be deemed “Additional Rent;” the term “Rent” shall mean Base Rent and Additional Rent. Landlord shall estimate in advance and charge to Tenant the following costs, to be paid with the Base Rent on a monthly basis throughout the Lease Term: (i) all sums other than Base Sublease Rent payable by Subtenant to Sublandlord Real Property Taxes for which Tenant is liable under this SubleaseSection 5.01 and 5.02 of the Lease, including (without limitation): overtime or excess service chargesii) all utility costs (if utilities are not separately metered) for which Tenant is liable under Section 6.01 of the Lease, (iii) all insurance premiums for which Tenant is liable under Sections 7.01 and 7.07 of the Lease and (iv) all CAM Expenses for which Tenant is liable under Section 8.04 of the Lease. Collectively, the aforementioned Real Property Taxes, insurance, utility, and late chargesCAM Expenses shall be referred to as the “Total Operating Costs”. Landlord may adjust its estimates of Total Operating Costs at any time based upon Landlord’s experience and reasonable anticipation of costs. Such adjustments shall be effective as of the next Rent payment date which is due thirty (30) days after notice to Tenant. Within one hundred twenty (120) days after the end of each Fiscal Year during the Lease Term, damagesLandlord shall deliver to Tenant a statement prepared in accordance with generally accepted accounting principles setting forth, interest in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding fiscal year and other Tenant’s Pro Rata Share of such expenses. Tenant shall have the right to review reasonable supporting documentation and receipts related to such expenses where the books and records for the Property are kept. Within thirty (30) days after Tenant’s receipt of such statement, there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the case may be) in order that Landlord shall receive the entire amount of Tenant’s share of such costs and expenses related for such period. In addition to Subtenant’s failure its obligation to perform any of pay Base Rent and its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Pro Rata Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Total Operating Expenses, Sublandlord Tenant is required under other sections of this Lease to pay directly to suppliers, vendors, carriers, contractors, etc. certain insurance premiums, utility costs, personal property taxes, maintenance and repair costs and other expenses, collectively “Additional Expenses.” If Landlord pays for any Additional Expenses in accordance with the terms of this Lease, Tenant’s obligation to reimburse such costs shall use its judgment reasonably exercisedbe an Additional Rent obligation payable in full with the next monthly Rent payment. Unless this Lease provides otherwise, to determine whether to audit Tenant shall pay all Additional Rent then due with the calculation next monthly installment of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditBase Rent.

Additional Rent. In addition to the Base Rent, Tenant agrees to pay as additional rent (the “Additional Rent” ”) its pro rata share of all Landlord’s expenses of management fees for the Building, Building casualty and other insurance, common area utilities and common area maintenance charges for the portions of the Building accessible and available to all tenants, subject to limits and controls hereinafter described (“Operating Expenses”), provided, however, that the Leased Premises are intended to be primarily free-standing with minimal common charges. Operating Expenses shall mean not include capital costs and expenses, as defined by Generally Accepted Accounting Principles (“GAAP”), but shall include an annual allocation, not to exceed One Percent (1%) of the gross annual rentals at the Building, to repair and replacement reserves during the Term. Management fees for the Building shall not exceed Three Percent (3%) of the gross annual rents generated by the Building while the Building is managed by Phoenix Management Company. In the event the Building is managed by another company unrelated to the Landlord, the management fee shall not exceed Four Percent of the gross annual rents generated by the Building. Landlord and Tenant agree that water and sewer charges will be separately metered to the Leased Premises and will not become part of the Operating Expenses; provided, however, that all cost and expense related to separate metering of water and sewer shall be the responsibility of the Landlord. Tenant shall begin paying its pro rata share of Operating Expenses on the Rent Commencement Date. Failure of Tenant to pay any sums other than required hereunder shall be deemed as a failure to pay rent. Landlord shall estimate the Operating Expenses and shall provide notice thereof at least annually on the anniversary of this Lease. Said estimated Operating Expenses shall be payable in advance on the day that Base Sublease Rent payable by Subtenant is due in installments equal to Sublandlord under this Sublease1/12 of the estimated Operating Expenses. Each year during the Lease Term and within the ninety (90) days next following the end of each calendar year, including (without limitation): overtime or excess service chargesLandlord agrees to furnish to Tenant an itemized reconciliation statement in reasonable detail setting forth the total costs included as Operating Expenses for the preceding calendar year. Based on said itemized statement Landlord shall determine Tenant’s total actual Operating Expenses for such preceding year, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any shall make adjustments for underpayment of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, SubtenantTenant’s pro rata share of said Operating Expenses, which underpayment Tenant shall pay with Tenant’s next monthly payment of Tenant’s pro rata share of said Operating Cost Share Expenses, and for overpayments of Tenant’s pro rata share of said Operating Expenses, which overpayment shall be credited against Tenant’s next monthly payment(s) of Tenant’s pro rata share of said Operating Expenses pursuant until such overpayment is exhausted. Payments of additional rent received more than five (5) days after the due date may be subject to Section 7 a late payment penalty equal to 2% of the Master Lease (excluding Section 7.6 [Reserve Account])payment amount for each month the payment is late. Such Additional Rent amounts Xxxxx 0 xxx 0 xxxxx xx responsible for all Operating Expenses of the Building which contains said units and Landlord shall send the invoices to Unit 1. Real estate taxes shall be paid in accordance with Section 9 herein. Notwithstanding the foregoing, Operating Expenses shall not include any of the following: the cost of capital improvements (defined as a repair or improvement having use of life greater than five (5) years or expenditures that are deemed capital under GAAP); expenses for painting, redecorating, or other work which Landlord performs for any tenant in the Building; any expense which is payable by Subtenant within ten fewer than all the tenants of the Building; interest, amortization, or other payments on loans to Landlord, whether secured or unsecured; depreciation of the Building or other said improvements; ground rent; salaries, wages or other compensation paid to any employee above the grade of building superintendent or building manager, including all officers or executives of Landlord; and income, excess profits, or franchise taxes or other such taxes imposed on or measured by the income of Landlord from the operation of the Building; any expenses relating to the replacement of any item if such replacement is covered under warranty; any reserves; any costs for which is or is to be reimbursed by proceeds of insurance or condemnation or by any other third party source, other than payments by other tenants on account of the Operating Expenses; any portion of any cost or expense related to use of any common service or utility that includes other tenant or occupant use in excess of normal and customary office use levels; any charges for general administration or overhead; any costs relating to leasing, lease enforcement or procuring tenants, including attorneys’ fees, leasing commissions, advertising costs, space planning, buy-outs, contributions, tenant improvement expenses, and costs to construct any tenant alterations or improvements in connection with the preparation of a space for a new tenant or the renovation of any space for an existing tenant, and any expenses incurred to resolve disputes, enforce or negotiate lease terms with prospective or existing tenants; any costs relating to financing, refinancing or modifying any mortgage or lien on the Building or any portion thereof, and any costs relating to any other indebtedness, including, without limitation, interest, principal payments, late payment fees or penalties, legal fees, commissions, title insurance premiums, points, survey expense, appraisal, environmental report, or engineering report; any penalty or fine or cost incurred by Landlord due to its violation of any law; any interest or penalties assessed against Landlord for late payment by of any of the Operating Expenses or Real Estate Taxes; any cost relating to sculptures, paintings and other objects of art; any cost to repair and/or replace any construction defects or design defects in the Building; any costs relating to advertising, marketing and promotional events; legal fees; the cost of cleanup/remediation of any hazardous waste or hazardous substance, and all other costs of complying with any environmental law, ordinance, regulation, decree or order; and costs of any repairs, restoration or other work attributable to a fire, windstorm or other casualty or to a condemnation, other than those costs equal to a commercially reasonable insurance deductible. Supplementing the foregoing, (10i) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such to the extent any person whose wage, salary, fringe benefits and taxes (payroll and workers’ compensation, etc.) are included in the Operating Costs under this Sublease Expenses does not devote his/her entire time to the Building, then said wage, salary, fringe benefits and other items shall be 20.11% of Tenant’s Operating Cost Share relating solely included only in proportion to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following time spent with respect to the conclusion Building, and (ii) if any service is provided by an affiliate or subsidiary of Landlord or the managing agent, the cost included in the Operating Expenses for such auditservice shall not exceed the reasonable and customary cost charged by an independent third party performing the same services.

Additional Rent. In addition to the monthly Base Rent, as additional rent (“Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this Sublease”), including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant Tenant shall pay to SublandlordLandlord those estimated operating expenses, as Additional Rentincluding electricity, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely natural gas, stormwater and water, sewer fees, insurance premiums per Paragraph 6, real estate taxes, and common area maintenance costs including landscaping and parking lot maintenance, which are proportionate to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Leased Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord Landlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for estimate the amount of SubtenantAdditional Rent due hereunder and collect such reasonable amount from Tenant on a monthly basis. As of the Commencement Date hereof, monthly Additional Rent is estimated to be $1.15 psf per annum ($2,918.00) per month based on a leased Premises of 30,000 square feet.) Landlord shall have the right to make adjustments in the Additional Rent after the completion of each month, based on a six month rolling average, to account for any increase or adjustment directly related to the Leased Premises and invoice Tenant on a monthly basis for said adjustment. Said increase can be related to Tenant’s overpayment promptly following use of the conclusion premises or increases in utility or maintenance expenses and Landlord will provide documentation of necessity for any increases. If after any calendar year during the Lease Term, the actual yearly Additional Rent is less than the estimated amount actually billed to and paid for by Tenant, Landlord shall refund the amount of the over-payment to Tenant. If after any calendar year during the Lease Term, the actual yearly Additional Rent is greater than the estimated amount actually billed to and paid for by Tenant, Tenant shall pay Landlord such auditadditional amount. To document the actual yearly Additional Rents, Landlord shall provide to Tenant documentation in support of the expenses such as invoices, bills, statements, canceled checks and other related documentation. In no event shall any capital expenditure or any other cost which is the responsibility of Landlord hereunder be considered a part of Additional Rent. In no event shall any management, supervisory, accounting, bookkeeping or other similar fee be charged as apart of Additional Rent. In no event shall Tenant be responsible for any increase in any fee covered by Additional Rent if said increase is caused by any negligent act or omission of Landlord.

Additional Rent. “(a) Subtenant agrees to reimburse Sublandlord throughout the Sublease Term, as "Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this Sublease" hereunder, including for Subtenant's Share of the annual Operating Expenses (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Subleaseas defined below). Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant monthly within ten (10) days of receipt delivery of Sublandlord’s billing an invoice therefor, the Additional Rent hereunder accrued through the immediately preceding calendar month. Subtenant’s prorata share of such For any partial period to which an Operating Costs under Expense is allocable but this Sublease is not in effect (by way of illustration only, annual insurance premiums for coverage expiring after termination of the Sublease Term), Subtenant's Share for such period shall be 20.11% subject to a pro rata adjustment based upon the number of Tenant’s Operating Cost Share relating solely days prior to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) expiration of the Master LeaseSublease Term. When reasonably requested by If any payments are estimated or adjusted after payment, then at the end of any calendar year if Subtenant if there has been a ten percent (10%) or greater increase paid to Sublandlord an amount in excess of Subtenant's Share of Operating ExpensesExpenses for such calendar year, Sublandlord shall use its judgment reasonably exercisedreimburse to Subtenant any such excess amount (or shall apply any such excess amount to any amount then owing to Sublandlord hereunder, and if none, to determine whether the next due installment or installments of Additional Rent due hereunder, at the option of Sublandlord, or if Subtenant has paid to audit the calculation Sublandlord less than Subtenant's Share of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and for such calendar year, Subtenant shall pay to Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse any such deficiency within ten (10) days after Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditreceives an invoice therefor.

Additional Rent. “For the calendar year 1999, Tenant shall pay $1,655.71 per month to Landlord as Additional Rent” . Additional Rent shall mean be due and payable during each month of abated Base Rent, if any. Tenant covenants to pay without notice, deduction, set-off or abatement to Landlord the Additional Rent in lawful money of the United States in equal consecutive monthly installments in advance on the first day of each 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 first day of the 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 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 sums other than Base Sublease Rent payable by Subtenant installments so paid to Sublandlord under this SubleaseLandlord for each calendar year, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant Tenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of Landlord the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share amount of such Operating Costs under this Sublease underpayment, or Landlord shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant credit Tenant for the amount of Subtenant’s overpayment promptly such overpayment, as the case may be. It is the intention hereunder to estimate the amount of Additional Rent for each calendar year and then to adjust such estimate in the following year based on the conclusion 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 date Landlord notifies Tenant of the amount of Additional Rent owing, Tenant or its authorized agent at Tenant sole cost and expense shall have the right to inspect the books of Landlord during the business hours of Landlord at such auditlocation 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. “Additional Rent” shall mean (a) In addition to the Base Rental and all other sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this Subleasepursuant hereto, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant Lessee shall pay to SublandlordLessor, as Additional Rentadditional rental, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 the amount of the Master "Direct Expenses" as defined below for each calendar year of the original or extended term of this Lease with proration for the first and last years of the original or extended term. Each calendar year is hereafter called a. "Cost Year". Beginning on the commencement date of the original term of this Lease and on the first day of each month thereafter, Lessee shall pay to Lessor an amount equal to one-twelfth (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a1/12) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Direct Expenses, Sublandlord as reasonably estimated from time to time by Lessor by written notice delivered to Lessee. As soon as reasonably possible after the expiration of each Cost Year, Lessor shall use furnish Lessee with a statement setting forth in reasonable detail the Direct Expenses for the Cost Year and any excess of said costs over the estimated expenses paid by Lessee during said Cost Year. Lessee (in person or through its judgment reasonably exercised, agents or employees) shall have the right to determine whether to inspect and audit the calculation books of Lessor setting forth said expenses during normal business hours. If the annual Operating Expense statement amount paid by Lessee as permitted under additional rental on a monthly basis for a Cost Year as provided for above is greater than the Master Lease. In amount set forth in the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenantstatement, then Sublandlord Lessor shall reimburse Subtenant for credit the additional amount paid by Lessee toward the next installments of additional rental. If the amount paid by Lessee is less than the amount of Subtenant’s overpayment promptly following the conclusion statement, then Lessee shall pay the additional amount owing to Lessor on or before thirty (30) days after receipt by Lessee of said statement. If the term of this Lease or any extension or renewal hereof ends on a day other than the last day of a calendar year, Lessee's payment of Direct Expenses for the Cost Year in which the Lease term ends shall be prorated on a per diem basis. If Lessor's statement for said final Cost Year discloses that Lessee has overpaid Lessee's obligation, then Lessor shall remit to Lessee the amount of such auditoverpayment on or before thirty (30) days after Lessee's receipt of said statement. if Lessee's audit of the books of Lessor setting forth such expenses reveals any improper charges or overcharges for expenses, Lessor shall promptly remit such amounts to Lessee.

Additional Rent. “Additional Rent” In addition to the basic monthly rental, Tenant --------------- shall mean pay Tenant's pro rated share of Operating Costs defined to be all sums expenses relating to the Premises including, but not limited to, real estate taxes, sales, franchise, business, corporation or any other than Base Sublease Rent payable by Subtenant taxes (except income taxes) based on rents, utilities not separately metered to Sublandlord under this Subleaseindividual tenants, including maintenance (without limitation): overtime or excess service chargesexcept where otherwise provided), repairs, operating supplies, building services, litter removal, management fees not exceeding four percent (4%), labor for on-site management and maintenance, and late chargesLandlord's insurance (as set forth in Paragraph 11), damagesoperating supplies, interest snow removal, landscaping, litter removal from the entire project, tools, materials, resurfacing, repainting, and other costs restriping of parking areas, car stops, and expenses related to Subtenant’s failure to perform any security, professional fees, and cost of its obligations under this Subleasecapital improvements, which in landlord's reasonable judgement will result in operating cost savings. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s Tenant's pro rata share of Tenant’s Operating Cost Share Costs shall be a fraction, the numerator of which shall be the square footage of the Premises, and the denominator of which shall be the total square footage in the Project. Said fraction shall then be multiplied by the entire amount of Operating Expenses pursuant Costs to Section 7 of determine the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share amount of such Operating Costs under this Sublease shall be 20.11% payable by Tenant. In order to provide for payment by Tenant of Tenant’s 's pro rata share of Operating Cost Share relating solely Costs, Landlord shall furnish to Tenant, prior to the Premises and 20.11% Lease Commencement Date, or as soon thereafter as is practicable, a written statement setting forth Landlord's estimate of the operating expenses for the calendar year in which the Lease Commencement Date occurs; thereafter, Landlord shall furnish to Tenant’s Exterior Common Area Cost Share relating solely , on an annual basis, a written statement setting forth Landlord's estimate of the operating expenses for each succeeding calendar year. Tenant shall pay to Landlord on or before the Premisesfirst day of each month of the term hereof, as those terms are defined in Section 7.1(atogether with its basic monthly rental, an amount equal to one-twelfth (1/12th) of Landlord's estimated operating expenses in the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase calendar year in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses which this lease commences and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditeach calendar year thereafter.

Additional Rent. Subtenant shall also pay to Sublandlord Subtenant’s pro rata share of all Additional Rent when due under the Master Lease. For purposes of this Sublease, “Additional Rent” shall mean all sums other than Base Sublease Rent any amount payable by Subtenant under the Master Lease which is attributable to Sublandlord under this Subleasethe Subleased Premises, including (including, without limitation): overtime or excess service charges, operating costs, taxes, and late chargesinsurance. The parties understand and acknowledge that the initial Base Rent figures set forth above for the calendar year 2004 take into account Additional Rent at the annual rate of Eight Dollars and Seventy Six Cents ($8.76) per square foot. After 2004 and throughout the remainder of the Term, damagesin addition to Base Rent, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such any increases in Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing thereforabove the per square foot rate set forth herein. Subtenant’s prorata pro rata share shall equal the ratio of such Operating Costs under this Sublease the then-current rentable square footage of the Subleased Premises divided by the total rentable square footage of the Premises. Subtenant’s pro rata share shall be 20.11% of Tenant’s Operating Cost Share relating solely to adjusted throughout the Term as Subtenant subleases additional space in the Subleased Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined described in Section 7.1(a1 above. After Subtenant has subleased at least twenty thousand (20,000) of rentable square feet (i.e., on or before April 1, 2005) pursuant to this Sublease, the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount portion of Subtenant’s overpayment promptly following pro rata share (on a per square foot per month basis) of Additional Rent attributable to “controllable operating expenses” (i.e., janitorial costs, management fees, mechanical system service contracts, and security guard costs) for any twelve (12) month period during the conclusion Term thereafter shall not increase by more than five percent (5%) over Subtenant’s pro rata share (on a per square foot per month basis) of such auditAdditional Rent attributable to the actual controllable operating expenses for the previous twelve (12) month period. In addition, for the first twelve (12) months of the Sublease, Subtenant further shall pay to Sublandlord One Hundred Dollars ($100.00) per month, commencing on the Commencement Date, in consideration for Subtenant’s access to and right to use the lunchroom, the large conference room, and the showers and restrooms located within the Premises but initially located outside of the Subleased Premises.

Additional Rent. “Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this Sublease(i) During the Term, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant Tenant shall pay to Sublandlord, as Landlord Additional Rent. To provide for current payments of Additional Rent, Subtenant’s pro rata share Landlord shall estimate Additional Rent for each calendar year. Additional Rent for partial months shall be prorated as provided for Base Rent in Paragraph 6(a) above. Landlord shall use commercially reasonable efforts to notify Tenant prior to the Commencement Date or the beginning of a calendar year, as the case may be, of the estimated Additional Rent for such calendar year and Tenant’s Operating Cost Share monthly installment of Operating Expenses such estimate. If, however, Landlord is not able to give such estimate prior to the Commencement Date or the beginning of a calendar year, as the case may be, Tenant shall continue to pay monthly installments of Additional Rent based on the last notification received from Landlord until Landlord gives notice of the new estimate of Additional Rent and Tenant’s monthly installment, and Tenant shall pay to Landlord the new monthly installment amount of Additional Rent when the next monthly installment of Rent is due. If at any time during the calendar year, Landlord reasonably believes that the estimate will not cover the actual Additional Rent for the calendar year, Landlord shall give notice to Tenant of the new estimate of Additional Rent and Tenant’s monthly installment and Tenant shall pay to Landlord the new monthly installment amount of Additional Rent when the next monthly installment of Rent is due. Within one hundred twenty (120) days after the end of a calendar year, Landlord shall deliver Tenant a Reconciliation Statement; provided, however, if Landlord fails to give the Reconciliation Statement, Landlord does not waive its right to recover Additional Rent that is due and payable pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]this Paragraph 6(b). Such If the Reconciliation Statement indicates that Tenant owes Additional Rent amounts shall be paid by Subtenant Rent, then within ten (10) days of Tenant’s receipt of Sublandlord’s billing therefor. Subtenant’s prorata share the Reconciliation Statement, Tenant shall pay to Landlord the amount of such Operating Costs under this Sublease underpayment. If the Reconciliation Statement indicates that Tenant is entitled to a refund of Additional Rent already paid, Landlord shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant credit Tenant for the amount of Subtenantsuch overpayment against the next maturing installments) of Additional Rent, or if after the termination of this Lease, Landlord shall pay to Tenant such refund so long as a Tenant Default does not then exist. Since the reconciliation for the calendar year in which the Lease terminates will occur after such termination, Tenant’s overpayment promptly following obligation to pay Additional Rent shall survive the conclusion termination of such auditthis Lease. Any payment, refund, or credit made pursuant to this Paragraph 6(b) shall not affect Tenant’s right to dispute the Reconciliation Statement as set forth in Paragraph 6(c) below, or Landlord’s right to correct any item(s) as billed pursuant to Paragraph 6(d) below.

Additional Rent. “As and for additional rent (the "Additional Rent” ") for the Premises, Tenant shall mean all sums other than pay Landlord, commencing on the Rental commencement Date, CAM Expenses, increases, if any, in Property Taxes of the Property Taxes paid by the Landlord under the Prime Lease in 2000, the Base Sublease Rent payable by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service chargesYear, and late chargesInsurance Costs incurred by the Landlord under the Prime Lease over Insurance Costs incurred in 2000 (collectively, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease"Operating Costs"). Subtenant Tenant shall pay to Sublandlord, Landlord as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 additional rent a prorata portion of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid payable by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Landlord as Operating Costs under the Prime Lease. The prorata amount shall be determined by multiplying the total amount of Operating Costs that Landlord is required to pay under the Prime Lease by a fraction, the numerator of which is 15,000 and the denominator of which is 40,749. Such additional rent shall be payable as and when Operating Costs are payable by Landlord. If the Prime Lease provides for the payment by Landlord of Operating Costs on the basis of an estimate thereof, then as and when adjustments between estimated and actual operating Costs are made under the Prime Lease, the obligations of Landlord and Tenant hereunder shall be adjusted in a like manner; and if any such adjustment shall occur after the expiration or earlier termination of the Term, then the obligations of Landlord and Tenant under this Subsection 5 shall survive such expiration or termination. Landlord shall, upon request by Tenant, furnish Tenant with copies of all statements submitted to Landlord of actual or estimated Operating Costs during the Term. In addition to the foregoing, Tenant shall pay Landlord as additional rent the sum of Three Hundred Dollars ($300.00) on the Rental Commencement Date and on each anniversary of the Rental Commencement Date during the term of this Sublease in lieu of a security deposit. Additional Rent shall be 20.11% of due thirty (30) days following Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such audit's receipt thereof.

Additional Rent. All sums payable by Tenant under this Lease other than Base Rent are “Additional Rent”; the term “Rent” includes both Base Rent and Additional Rent. Landlord will estimate in advance and charge to Tenant the following costs (“Total Operating Costs”), which Tenant will pay with the Base Rent, monthly, commencing December 1, 2010, except as otherwise set forth herein: (i) all Real Property Taxes for which Tenant is liable under Article 4, (ii) all utility costs (to the extent utilities are not separately metered) for which Tenant is liable under Article 5, (iii) all insurance premiums for which Tenant is liable under Article 6 (provided that Tenant shall mean pay all sums other than Base Sublease Rent payable costs of its own insurance (as required by Subtenant Section 6.1 hereof) directly to Sublandlord under this Sublease, including (without limitation): overtime or excess service chargesthe appropriate insurance company), and late charges(iv) all Operating Expenses for which Tenant is liable under Article 7 of this Lease. Landlord may adjust its estimates of Total Operating Costs at any time based upon Landlord’s experience and reasonable anticipation of costs. Such adjustments will be effective as of the next Rent payment date after notice to Tenant (such notice to be accompanied by a written explanation by Landlord of the justification for such adjustment). By the date that is ninety (90) days following the end of each fiscal year (as established by Landlord) during the Term, damagesLandlord will deliver to Tenant a statement setting forth, interest in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding twelve (12) months and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Pro Rata Share of such expenses (the “Total Operating Cost Share Statement”). Within 30 days after Tenant’s receipt of Operating Expenses pursuant such statement, and subject to Section 7 3.4, there will be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the case may be); provided, however, if a credit is due to Tenant with respect to the last year of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the PremisesTerm, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenantsuch credit shall be refunded to Tenant. As of the date hereof, Landlord’s overpayment promptly following “fiscal year” is the conclusion calendar year; provided, however, Landlord reserves the right to change its fiscal year upon prior written notice to Tenant of such auditchange.

Additional Rent. Commencing on the Sublease Commencement Date and continuing throughout the duration of the Sublease Term, Subtenant shall pay to Sublandlord, as Additional Rent (defined below), both: (1) Subtenant’s Percentage – Project (defined below) of all expenses due under the Lease, including without limitation, all Operating Expenses (as defined in Section 5.1.1 of the Original Lease), and such amounts shall be payable as and when payable by 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 Base Sublease Rent payable by Subtenant to Sublandlord under this Sublease, including (without limitation): : Operating Expenses; common area maintenance and elevator maintenance charges and fees; late charges; overtime or excess service charges, and late charges, ; damages, ; interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay not request or utilize overtime or excess services without Sublandlord’s prior consent. If Sublandlord consents to Sublandlordsuch overtime or excess services, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share Subtenant shall be solely responsible for the cost thereof. Because the Lease provides for the payment by Sublandlord of Operating Expenses pursuant to Section 7 on the basis of an estimate thereof, as and when adjustments between estimated and actual Common Area Operating Expenses are made under the Lease, the obligations of Sublandlord and Subtenant hereunder shall be adjusted in a like manner; and if any such adjustment shall occur after the expiration or earlier termination of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Sublease Term, then the obligations of Sublandlord and Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease Section 4.2 shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) survive such expiration or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such audittermination.

Additional Rent. All sums payable by Tenant under this Lease other than Monthly Base Rent shall be deemed “Additional Rent.” The term “Rent” shall mean all sums other than Monthly Base Sublease Rent payable by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent. Tenant shall commence paying Additional Rent on April 1, Subtenant2012. Landlord shall estimate in advance and charge to Tenant, Tenant’s pro rata share Share of the following costs, to be paid with the Monthly Base Rent, in installments, on a monthly basis throughout the Term: (i) all Real Property Taxes (as defined herein), (ii) all insurance premiums due with respect to the Building and the Parking Lot (as defined below) and (iii) all CAM Expenses (as defined herein). Collectively, the aforementioned Real Property Taxes, insurance and CAM Expenses shall be referred to as the “Total Operating Costs”. Landlord’s estimate of Tenant’s Operating Cost Share of Total Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts Costs shall be paid by Subtenant Tenant in equal monthly installments with Tenant’s payment of Monthly Base Rent. Landlord may adjust its estimates of Total Operating Costs at any time based upon Landlord’s experience and reasonable anticipation of costs. Such adjustments shall be effective as of the next Rent payment date after notice to Tenant. Within one hundred twenty (120) days after the end of each calendar year during the Term, Landlord shall deliver to Tenant a statement prepared in accordance with generally accepted accounting principles setting forth, in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding calendar year and Tenant’s Share of such Total Operating Costs (the “Annual Statement”). Within thirty (30) days after Tenant’s receipt of the Annual Statement, there shall be an adjustment between Landlord and Tenant. If the actual amount of Tenant’s Share of the Total Operating Costs for that calendar year exceed the monthly installment payments made by Tenant during that year, then Tenant shall pay the difference to Landlord within ten thirty (1030) days of receipt of Sublandlord’s billing thereforthe Annual Statement. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% If the actual amount of Tenant’s Share of the Total Operating Cost Share relating solely Costs for that calendar year is less than the monthly installment payments made by Tenant during that year, then Landlord shall credit the difference to the Premises and 20.11% monthly installment(s) next due from Tenant or if the Term has ended, pay the difference to Tenant within thirty (30) days after Landlord’s delay of the Annual Statement. Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) share of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Total Operating Expenses, Sublandlord Costs for partial years shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditbe pro-rated.

Additional Rent. “Subtenant shall pay to Sublandlord "Additional Rent” " (as said term is hereinafter defined) for the same periods and in the same manner as Base Rent. Additional Rent shall mean all sums other than be defined for the purpose of this Sublease as Subtenant's pro rata share, which is calculated as of the date hereof, as 11.5% of (i) any increase in Operating Expenses, as defined in the Master Lease, in any calendar year during the Term over Operating Expenses for the Base Sublease Year, which shall be Calendar Year 2013 and (ii) any increase in Taxes in any fiscal year (July 1 - June 30) during the Term over Taxes for the Base Year, which shall be Fiscal Year 2013. The Additional Rent for each calendar year after the Base Year shall be paid in monthly installments during such calendar year in an amount reasonably estimated by Sublandlord and communicated by written notice to Subtenant. Following the close of each calendar year, Sublandlord shall compute the amount of the Additional Rent due hereunder based on the actual Operating Expenses payable to Landlord by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service chargesfor that year, and late charges, damages, interest and other costs and expenses related shall deliver a statement thereof to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay to Sub landlord any deficiency shown by such statement within thirty (30) days after receipt of Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of 's statement. If the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be installments paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to exceed the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expensesamount due, Sublandlord shall use its judgment reasonably exercisedcredit the excess against payments next due to Sublandlord from Subtenant hereunder (provided, to determine whether to audit however, that if the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses Sublease has expired and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenantno further payments are due Sublandlord, then Sublandlord shall reimburse Subtenant for the amount promptly remit such excess to Subtenant). Delay in computation of Subtenant’s overpayment promptly following the conclusion Additional Rent shall not be deemed a default hereunder or a waiver of such auditSublandlord's right to collect Additional Rent.

Additional Rent. All sums payable by Tenant under this Lease other than Base Rent shall be deemed “Additional Rent;” the term “Rent” shall mean Base Rent and Additional Rent. Landlord shall estimate in advance and charge to Tenant the following costs, to be paid with the Base Rent on a monthly basis throughout the Lease Term: (i) all sums other than Base Sublease Rent payable by Subtenant to Sublandlord Real Property Taxes for which Tenant is liable under this SubleaseSection 5.01 and 5.02 of the Lease, including (without limitation): overtime or excess service chargesii) all utility costs (if utilities are not separately metered) for which Tenant is liable under Section 6.01 of the Lease, (iii) all insurance premiums for which Tenant is liable under Sections 7.01 and 7.07 of the Lease and (iv) all CAM Expenses for which Tenant is liable under Section 8.04 of the Lease. Collectively, the aforementioned Real Property Taxes, insurance, utility, and late chargesCAM Expenses shall be referred to as the “Total Operating Costs”. Landlord may adjust its estimates of Total Operating Costs at any time based upon Landlord’s experience and reasonable anticipation of costs. Such adjustments shall be effective as of the next Rent payment date after notice to Tenant. Within one hundred twenty (120) days after the end of each Fiscal Year during the Lease Term, damagesLandlord shall deliver to Tenant a statement prepared in accordance with generally accepted accounting principles setting forth, interest in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding fiscal year and other Tenant’s Pro Rata Share of such expenses. Tenant may review Landlord’s books and records supporting such statement in the office of Landlord, or Landlord’s agent, during normal business hours, upon giving Landlord five (5) days advance written notice within sixty (60) days after receipt of such statement, but in no event more often than once in any one year period. Within sixty (60) days after Tenant’s receipt of Landlord’s statement or thirty (30) days following Tenant’s review of Landlord’s books and records, there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the case may be) in order that Landlord shall receive the entire amount of Tenant’s share of such costs and expenses related for such period. Notwithstanding the foregoing, in the event Landlord fails to Subtenant’s failure deliver its statement within two hundred seventy (270) days after the end of each Fiscal Year, Landlord shall have no right to perform any of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share collect an additional payment for the actual amount of Tenant’s Operating Cost Pro Rata Share of Total Operating Costs. In addition to its obligation to pay Base Rent and its Pro Rata Share of Total Operating Costs, Tenant is required hereunder to pay directly to suppliers, vendors, carriers, contractors, etc. certain insurance premiums, utility costs, personal property taxes, maintenance and repair costs and other expenses, collectively “Additional Expenses.” If Landlord pays for any Additional Expenses pursuant in accordance with the terms of this Lease, Tenant’s obligation to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such reimburse such costs shall be an Additional Rent amounts obligation payable in full with the next monthly Rent payment. Unless this Lease provides otherwise, Tenant shall be paid by Subtenant within ten (10) days pay all Additional Rent then due with the next monthly installment of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditBase Rent.

Additional Rent. “Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under Beginning with the commencement date of the term of this SubleaseLease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant Tenant shall pay to Sublandlord, Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of Rent the Master Lease following: (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10a) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share All Taxes relating solely to the Premises as set forth in Paragraph 9, and 20.11% of Tenant’s Exterior Common Area Cost Share (b) All insurance premiums relating solely to the Premises, as those set forth in Paragraph 12, and (c) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master this Lease. In the event that Sublandlord elects of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to audit Operating Expenses Landlord or Landlord's agent (i) within five days for taxes and Sublandlord determines that Sublandlord was overcharged insurance and within thirty days for Operating Expenses all other additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount reasonably estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled at the end of each calendar year as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and Sublandlord conditions of this Lease) any amount of estimated payments made by Tenant in turn had overcharged Subtenantexcess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, then Sublandlord and if the term hereof shall reimburse Subtenant expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the amount calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of Subtenant’s overpayment promptly following the conclusion statement of actual Additional Rent for such auditcalendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365.

Additional Rent. “Tenant will pay Landlord as additional rent without deduction or offset all amounts that this Lease requires Tenant to pay (the "Additional Rent” "), which shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this Subleaseinclude, including (without limitation): overtime or excess service charges, all Taxes pursuant to section 5 hereof, all insurance to be carried by Landlord pursuant to section 6.1 hereof, and late chargesall maintenance and repairs to the Building and Premises. On the first day of each month during the term of this Lease, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant Tenant shall pay to Sublandlord, Landlord as Additional RentRent 1/12 of Landlord's estimate the total amount of Additional Rent for the Lease Year in which that month is included. Within 60 days following the end of each Lease Year, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 Landlord shall determine the actual amount of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share for such Lease Year and notify Tenant of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Leaseamount. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged the Additional Rent paid by Tenant for Operating Expenses and Sublandlord in turn had overcharged Subtenantsuch Lease Year exceeded the actual Additional Rent owed by Tenant, then Sublandlord Landlord shall reimburse Subtenant such excess amount to Tenant. In the event the Additional Rent paid by Tenant for such Lease Year was less than the amount of Subtenant’s overpayment promptly following Additional Rent owed for such Lease Year, Tenant shall immediately pay the conclusion amount of such auditdeficiency to Landlord. At any time during the Term Landlord shall have the right to adjust the monthly amount of Additional Rent to equal Landlord's then estimate of actual amounts that will be payable by Tenant. Landlord will have the same remedies for a default in the payment of Additional Rent as it has for a default in the payment of Minimum Rent. Minimum Rent and Additional Rent are referred to herein together as "Rent". It is mutually understood between Tenant and Landlord that the additional rent fluctuates from year to year, depending on the amount of the taxes and insurance. Landlord further represents that there has been no special assessments charged to the Tenants of the premises during the last 5 years.

Additional Rent. “Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant agrees to Sublandlord under this Sublease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rentcommencing on the Occupancy Date, Subtenant’s its pro rata share, which is agreed to be 33.33%, hereafter "Subtenant's Pro Rata Share", of any and all additional rent payable by Sublandlord under the Prime Lease during the Sublease Term (exclusive of utilities addressed under Section 6 below), including, without limitation, interior maintenance, whether paid directly by Sublandlord, as permitted under Section 3.3 of the Prime Lease, or by Sublandlord to Prime Landlord. Notwithstanding the fact that the same as deemed additional rent under the Prime Lease, Subtenant shall not be responsible for (i) late fees, holdover payments, default damages, or interest due under the Prime Lease which relate to the acts or omissions of Sublandlord under the Prime Lease, (ii) costs of maintenance, repair or replacement of portions of the Premises (other than the Subleased Premises), (iii) costs of maintaining the Building in compliance with laws, (iv) costs of indemnifying Prime Landlord for acts of Sublandlord, (iv) share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease any profit made by Sublandlord on another sublease, (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10v) days of receipt costs of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs 's insurance other than the insurance required under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(aSections 6.2(a) of the Master Prime Lease. When reasonably requested , (vi) costs incurred in restoring the building after a casualty, (vii) costs of Prime Landlord obtaining any insurance which Sublandlord fails to obtain, (viii) costs of Prime Landlord performing any obligation under the Prime Lease which Sublandlord failed to perform, and (ix) attorney's fees charged by Subtenant if there has been a ten percent (10%) or greater increase Prime Landlord in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation connection with enforcement of the annual Operating Expense statement as permitted under Prime Lease against Sublandlord (except to the Master Leaseextent that such enforcement is occasioned by the default of Subtenant hereunder). In the event Subtenant acknowledges that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant is responsible for the amount provision of Subtenant’s overpayment promptly following security, janitorial and trash removal services to the conclusion of such auditSubleased Premises.

Additional Rent. “Tenant shall reimburse to Landlord monthly, throughout the Term of the Lease and any extension of this Lease, Tenant’s Share (as that term is hereinafter defined) of the following Additional Rent” shall mean all sums other than Base Sublease Rent payable : Common Area Maintenance (CAM) expenses, Real Estate Taxes/Assessments, any Utilities not paid directly by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service chargesTenant, and late chargesany Miscellaneous Charges or Reimbursements. Landlord may estimate annual CAM and Real Estate Taxes/Assessments expenses as a basis for reimbursement for any calendar year and invoice in monthly installments (see Exhibit C). During the Term of Lease and/or any extension of this Lease, damagesLandlord, interest within 120 days of each calendar year end, will provide to Tenant a written statement of actual CAM and other costs and expenses related to Subtenant’s failure to perform Real Estate Taxes/Assessments expenses. If Tenant has underpaid its share of any of its obligations under this Sublease. Subtenant these expenses, Tenant shall pay to Sublandlord, reimburse Landlord as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant invoiced within ten (10) days of after receipt of Sublandlord’s billing thereforsuch invoice. Subtenant’s prorata If Tenant has overpaid its share of any of these expenses, Landlord will credit such Operating Costs under this Sublease amount against the most current monthly invoice. If the Term of Lease is less than one calendar year any reimbursement(s) will be prorated based on time of occupancy for such year. Upon prior written notice to Landlord, Tenant shall be 20.11% of Tenant’s Operating Cost Share relating solely to have the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether opportunity to audit the calculation actual CAM and Real Estate Taxes/Assessments expenses statement for a period of the annual Operating Expense statement as permitted under the Master Leaseone (1) year after receipt of said statement. In the event that Sublandlord elects Tenant waives its right to audit Operating Expenses the actual CAM and Sublandlord determines that Sublandlord was overcharged Real Estate Taxes/Assessments expenses if Tenant fails to exercise such right during said one (1) year period. Tenant’s Share is fifty and seventy-four one hundredths percent (50.74%), which is the quotient of 28,388 rentable square feet in the Demised Premises divided by 55,950 rentable square feet in the Building. Landlord, at its election, may invoice for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount reimbursement(s) of Subtenant’s overpayment promptly following the conclusion of such auditany Utility usage not paid directly by Tenant.

Additional Rent. “Article 3 of the Lease is amended so that, effective February 1, 2013, Tenant shall reimburse to Landlord monthly, throughout the Term of the Lease and any extension of this Lease, Tenant's Share (as that term is hereinafter defined) of the following Additional Rent” shall mean all sums other than Base Sublease Rent payable : Common Area Maintenance (CAM) expenses, Real Estate Taxes/Assessments, any Utilities not paid directly by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service chargesTenant, and late chargesany Miscellaneous Charges or Reimbursements. Landlord may estimate annual CAM and Real Estate Taxes/Assessments expenses as a basis for reimbursementior any calendar year and invoice in monthly installments (see Exhibit C). During the Term of Lease and/or any extension of this Lease, damagesLandlord, interest within one hundred twenty (120) days of each calendar year end, will provide to Tenant a written statement of actual CAM and other costs and expenses related to Subtenant’s failure to perform Real Estate Taxes/Assessments expenses. If Tenant has underpaid its share of any of its obligations under this Sublease. Subtenant these expenses, Tenant shall pay to Sublandlord, reimburse Landlord as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant invoiced within ten (10) days of after receipt of Sublandlord’s billing thereforsuch invoice. Subtenant’s prorata If Tenant has overpaid its share of any of these expenses, Landlord will credit such Operating Costs under this Sublease amount against the most current monthly invoice. If the Term of Lease is less than one calendar year any reimbursement(s) will be prorated based on time of occupancy for such year. Upon prior written notice to Landlord, Tenant shall be 20.11% of Tenant’s Operating Cost Share relating solely to have the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether opportunity to audit the calculation actual CAM and Real Estate Taxes/Assessments expenses statement for a period of ninety (90) days after receipt of said statement_ Tenant waives its right to audit the actual CAM and Real Estate Taxes/Assessments expenses if Tenant fails to exercise such right during said ninety (90) day period. Tenant's Share of all Additional Rent will be determined by the square footage of the Demised Premises together with Tenant's proportionate share of any rooms considered common area to the Building divided by the total square footage of the Building to obtain an annual Operating Expense statement as permitted under the Master Leasecost per square foot. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged Landlord, at its election, may invoice for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount reimbursement(s) of Subtenant’s overpayment promptly following the conclusion of such auditany Utility usage not paid directly by Tenant.

Additional Rent. “Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord There may be instances under this Sublease, including (without limitation): overtime or excess service charges, Agreement where Tenant may be required to pay additional charges to Landlord. All such charges are considered additional rent under this Agreement and late charges, damages, interest will be paid with the next regularly scheduled rent payment. Landlord has the same rights and Tenant has the same obligations with respect to additional rent as they do with rent. Utilities. Tenant is responsible for payment of all utility and other costs and expenses related services for the Premises. Security Deposit. Upon signing this Agreement, Tenant will pay a security deposit in the amount of to SubtenantLandlord. The security deposit will be retained by Landlord as security for Tenant’s failure to perform any performance of its obligations under this SubleaseAgreement. Subtenant shall pay The security deposit may not be used or deducted by Tenant as the last month’s rent of the Term.Tenant will be entitled to Sublandlorda full refund of the security deposit if Tenant returns possession of the Premises to Landlord in the same condition as accepted, as Additional Rentordinary wear and tear excepted. Within days after the termination of this Agreement, SubtenantLandlord will return the security deposit to Tenant (minus any amount applied by Landlord in accordance with this section). Any reason for retaining a portion of the security deposit will be explained in writing. The security deposit will not bear interest while held by Landlord in accordance with applicable state laws and/or local ordinances. Landlord’s pro rata share Failure to Give Possession. In the event Landlord is unable to give possession of the Premises to Tenant on the start date of the Term, Landlord will not be subject to any liability for such failure, the validity of this Agreement will not be affected, and the Term will not be extended. Tenant will not be liable for rent until Landlord gives possession of the Premises to Tenant. Holdover Tenancy. Unless this Agreement has been extended by mutual written agreement of the Parties, there will be no holding over past the Term under the terms of this Agreement under any circumstances. If it becomes necessary to commence legal action to remove Tenant from the Premises, the prevailing Party will be entitled to attorney’s fees and costs in addition to damages. Use of Premises. The Premises will be occupied only by Tenant and Tenant’s Operating Cost Share immediate family and used only for residential purposes. Tenant will not engage in any objectionable conduct, including behavior which will make the Premises less fit to live in, will cause dangerous, hazardous or unsanitary conditions or will interfere with the rights of Operating Expenses pursuant others to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account])enjoy their property. Such Additional Rent amounts shall Tenant will be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely liable for any damage occurring to the Premises and 20.11% any damage to or loss of the contents thereof which is done by Tenant or Tenant’s Exterior Common Area Cost Share relating guests or invitees. Condition of the Premises. Tenant has examined the Premises, including the appliances, fixtures and furnishings, and acknowledges that they are in good condition and repair, normal wear and tear excepted and accepts them in its current condition. Maintenance and Repairs. Tenant will maintain the Premises, including the grounds and all appliances, fixtures and furnishings, in clean, sanitary and good condition and repair. Tenant will not remove Landlord’s appliances, fixtures, or furnishings from the Premises for any purpose. If repairs other than general maintenance are required, Tenant will notify Landlord for such repairs. In the event of default by Tenant, Tenant will reimburse Landlord for the cost of any repairs or replacement. Reasonable Accommodations. Landlord agrees to comply with all applicable laws providing equal housing opportunities, including making reasonable accommodations for known physical or mental limitations of qualified individuals with a disability, unless undue hardship would result. Tenant is responsible for making Landlord aware of any such required accommodations that are reasonable and will not impose an undue hardship. If Tenant discloses a disability and requests an accommodation, Landlord has the right to have a qualified healthcare provider verify the disability if the disability is not readily apparent, and Landlord has the right to use the qualified healthcare provider verifying the disability as a resource for providing the reasonable accommodation. Sex Offender Registry. Pursuant to law, information about specified registered sex offenders is made available to the public. Tenant understands and agrees that Tenant is solely responsible for obtaining any and all information contained in the state or national sex offender registry for the area surrounding the Premises, which can be obtained online or from the local sheriff’s department or other appropriate law enforcement officials. Depending on an offender’s criminal history, this information will include either the address at which the offender resides or the community of residence and zip code in which he or she resides. Compliance. Tenant agrees to comply with all applicable laws, ordinances, requirements and regulations of any federal, state, county, municipal or other authority. Mechanics’ Lien. Tenant understands and agrees that Tenant and anyone acting on Tenant’s behalf do not have the right to file for mechanic’s liens or any other kind of liens on the Premises. Tenant agrees to give actual advance notice to any contractors, subcontractors or suppliers of goods, labor or services that such liens are invalid. Tenant further agrees to take the additional steps necessary to keep the Premises free of any and all liens that may result from construction completed by or for Tenant. Subordination. With respect to the Premises, as those terms this Agreement is subordinate to any mortgage that now exists, or may be given later by Landlord. Alterations. Tenant will not make any alteration, addition or improvement to the Premises without first obtaining Landlord’s written consent. Any and all alterations, additions or improvements to the Premises are defined without payment to Tenant and will become Landlord’s property immediately on completion and remain on the Premises, unless Landlord requests or permits removal, in Section 7.1(a) which case Tenant will return that part of the Master LeasePremises to the same condition as existed prior to the alteration, addition or improvement. When reasonably requested by Subtenant Tenant will not change any existing locks or install any additional locks on the Premises without first obtaining Landlord’s written consent and without providing Landlord a copy of all keys. Smoking. Smoking of any kind is strictly prohibited on any part of the Premises. This prohibition applies to Tenant and any visitor, guest or other occupant on the Premises. Pets. Tenant is not allowed to have or keep any pets, even temporarily, on any part of the Premises. The unauthorized presence of any pet will subject Tenant to penalties, damages, deductions and/or termination of this Agreement. Properly trained service animals that provide assistance to individuals with disabilities may be permitted on the Premises with the prior written consent of Landlord, which shall not be unreasonably withheld. Tenant will be responsible for the costs of de-fleaing, deodorizing and/or shampooing all or any portion of the Premises if there a pet has been on the Premises at any time during the Term (whether with or without written consent of Landlord). Fire and Casualty. If the Premises are damaged by fire or other serious disaster or accident and the Premises becomes uninhabitable as a ten percent (10%) result, Tenant may immediately vacate the Premises and terminate this Agreement upon notice to Landlord. Tenant will be responsible for any unpaid rent or greater will receive any prepaid rent up to the day of such fire, disaster or accident. If the Premises are only partially damaged and inhabitable, Landlord may make full repairs and will do so within a prompt and reasonable amount of time. At the discretion of Landlord, the rent may be reduced while the repairs are being made. Liability. Landlord is not responsible or liable for any loss, claim, damage or expense as a result of any accident, injury or damage to any person or property occurring anywhere on the Premises, unless resulting from the negligence or willful misconduct of Landlord. Renter’s Insurance. Tenant is required to obtain, and maintain at all times during the Term, a renter’s insurance policy with a minimum of $100,000.00 personal liability coverage. Tenant will name Landlord as an interested party or additional insured. Tenant will provide Landlord with a certificate or proof of insurance upon request. Assignment and Subletting. Tenant will not assign this Agreement as to any portion or all of the Premises or make or permit any total or partial sublease or other transfer of any portion or all of the Premises. Insurance Requirements. Tenant will not do or permit to be done any act or thing that will increase in Operating Expensesthe insurance risk under any policy of insurance covering the Premises. If the premium for such policy of insurance increases due to a breach of Tenant’s obligations under this Agreement, Sublandlord shall use Tenant will pay the additional amount of premium as additional rent under this Agreement. Right of Entry. Landlord or its judgment reasonably exercisedagents may enter the Premises at reasonable times to inspect the Premises, to determine whether make any alternations, improvements or repairs or to audit show the calculation of the annual Operating Expense statement as permitted under the Master LeasePremises to a prospective tenant, buyer or lender. In the event that Sublandlord elects of an emergency, Landlord may enter the Premises at any time. Surrender. Tenant will deliver and surrender to audit Operating Expenses Landlord possession of the Premises immediately upon the expiration of the Term or the termination of this Agreement, clean and Sublandlord determines that Sublandlord in as good condition and repair as the Premises was overcharged at the commencement of the Term, reasonable wear and tear excepted. Default. In the event of any default under this Agreement, Landlord may provide Tenant a notice of default and an opportunity to correct such default. If Tenant fails to correct the default, other than a failure to pay rent or additional rent, Landlord may terminate this Agreement by giving a day written notice. If the default is Tenant’s failure to timely pay rent or additional rent as specified in this Agreement, Landlord may terminate this Agreement by giving a day written notice to Tenant. After termination of this Agreement, Tenant remains liable for Operating Expenses any rent, additional late, costs, including costs to remedy any defaults, and Sublandlord damages under this Agreement. Remedies. If this Agreement is terminated due to Tenant’s default, Landlord may, in turn had overcharged Subtenantaddition to any rights and remedies available under this Agreement and applicable law, then Sublandlord use any dispossession, eviction or other similar legal proceeding available in law or equity. Subordination. This Agreement and Tenant’s right under it shall reimburse Subtenant be subject and subordinate to the lien, operation and effect of each existing or future mortgage, deed of trust, ground lease and/or any other similar instrument of encumbrance covering any or all of the Premises, if any, and each renewal, modification, consolidation, replacement or extension thereof. Condemnation. If all or substantially all of the Premises are covered by a condemnation including the exercise of any power of eminent domain by a governmental authority, this Agreement shall terminate on the date possession of the Premises is taken by the condemning authority, and all rent under this Agreement shall be prorated and paid to such date. Landlord is entitled to collect from the condemning authority the entire amount of any award made in any proceeding. Tenant waives any right, title or interest which Tenant may have to any such award and agrees to not make any claim for the amount Term of Subtenant’s overpayment promptly following this Agreement. Hazardous Materials. Tenant shall not keep on the conclusion Premises any item of such audita dangerous, flammable, or explosive character that might unreasonably increase the danger of fire or explosion on the Premises or that might be considered hazardous or extra hazardous by any responsible insurance company.

Additional Rent. In addition to Base Rent, Subtenant shall also pay to Sublandlord, all Subtenant’s Proportionate Share (as defined below) of Operating Expenses (as that term is defined in Section 9.2 of the Master Lease) and all other costs payable by Sublandlord under the Master Lease (“Additional Rent” ”). Additional Rent shall mean also include all sums amounts paid directly by Sublandlord to parties other than Base Sublandlord to the extent related to the Sublease Rent payable by Subtenant to Sublandlord under this SubleasePremises (e.g. real property taxes assessed against the tenant improvements in the Sublease Premises, including (without limitation): overtime or excess service chargeslandscape maintenance, and late chargesparking lot maintenance). . For purposes hereof, damages, interest and other costs and expenses related to “Subtenant’s failure Proportionate Share” means, during any period during the Term, the number of rentable square feet for which Subtenant is paying Base Rent pursuant to perform any Section 3(a)(i) above, divided by the number of its obligations under this Subleaserentable square feet in the Building (81,235). Prior to the Commencement Date, and then on or before December 1 of each year, Sublandlord shall give Tenant a yearly expense estimate statement which shall set forth Sublandlord’s reasonable estimate of the total amount of Additional Rent for the remainder of calendar year 2003 or the succeeding calendar year, as applicable. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall in equal monthly installments based upon such estimate; provided, that the estimate statement may be paid revised and reissued by Subtenant within ten (10) Sublandlord from time to time. Within 120 days after the end of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenseseach calendar year, Sublandlord shall use its judgment reasonably exercisedgive to Tenant a statement, to determine whether to audit which shall indicate the calculation Additional Rent incurred or accrued for such preceding calendar year, and which shall indicate the amount, if any, of any amounts due from Subtenant in excess of the annual Operating Expense amounts previously paid, or the amount of any refund due. Upon receipt of the statement as permitted under for each expense year ending during the Master LeaseTerm, Tenant shall pay, with its next installment of Base Rent due, but in no event later than thirty (30) days after receipt of such statement the full amount of any excess for such expense year. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged SubtenantIf a refund is due, then Sublandlord shall reimburse provide such refund at the time it provides the statement. The failure of Sublandlord to timely furnish the statement for any expense year shall not prejudice Sublandlord from enforcing its rights under this Section 3. Even though the Term has expired and Tenant has vacated the Sublease Premises, when the final determination is made of the Additional Rent due from Subtenant for the amount Term, Tenant shall immediately pay to Sublandlord any amounts due. Upon request, Sublandlord shall furnish to Subtenant copies of Subtenant’s overpayment promptly following the conclusion of such auditany invoices for items constituting Additional Rent hereunder.

Additional Rent. “Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this SubleaseDuring the Lease Term, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant Tenant shall pay to SublandlordLandlord, as Additional Rentadditional rent, Subtenant’s pro rata share an amount equal to the amount of Tenant’s Pro Rata Share (as hereinafter defined) of the Property Taxes, Insurance, Utilities and Operating Cost Expenses which are paid or incurred by Landlord in any calendar year. Tenants Pro Rata Share shall mean fifty percent (50%). Tenant shall make monthly payments to be applied against Tenant’s obligation to pay Tenant’s Pro Rata Share of the Property Taxes, Insurance, Utilities and Operating Expenses pursuant paid or incurred by Landlord in any calendar year in advance on the first day of each calendar month during the Lease Term based upon a reasonable estimate by Landlord of such amounts to Section 7 be paid or incurred by Landlord. Within ninety (90) days of the Master Lease end of each calendar year, Landlord will provide Tenant with a computation of Tenant’s Pro Rata Share of the actual Property Taxes, Insurance, Utilities and Operating Expenses paid or incurred by Landlord during such calendar year. If the total of all estimated payments made by Tenant for such calendar year is more than Tenant’s Pro Rata Share of the actual Property Taxes, Insurance, Utilities and Operating Expenses paid or incurred by Landlord during such calendar year, Tenant will receive a credit in the amount of such excess against its estimated monthly payments for Tenant’s Pro Rata Share of Property Taxes, Insurance, Utilities and Operating Expenses for the next calendar year or a refund of such excess if there are no subsequent estimated monthly payments to be made by Tenant. If the total of all estimated payments made by Tenant for such calendar year is less than Tenant’s Pro Rata Share of the actual Property Taxes, Insurance, Utilities and Operating Expenses paid or incurred by Landlord for such calendar year, Tenant shall pay such deficiency to Landlord within thirty (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (1030) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% the computation of Tenant’s Pro Rata Share of the actual Property Taxes, Insurance, Utilities and Operating Cost Share relating solely Expenses from Landlord. Tenant agrees to make timely payment of all amounts due as Additional Rent under this Section 6, including any Additional Rent which becomes due or is computed after the Premises and 20.11% end of the Lease Term. The Tenant’s Exterior Common Area Cost Share relating solely to obligations under this Section 6 shall survive the Premises, as those terms are defined in Section 7.1(a) expiration of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) Lease Term or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation earlier termination of the annual Operating Expense statement as permitted under the Master this Lease. In the event that Sublandlord elects the Lease Term commences or expires other than on the first or last day of a calendar year, Tenant’s obligation to audit pay Tenant’s Pro Rata Share of the Property Taxes, Insurance, Utilities and Operating Expenses for such calendar years shall be prorated based upon the number of days of the Lease Term that occur in such calendar years. In the event that the Development is insured, serviced, assessed or maintained as part of a larger parcel, then Landlord shall allocate a fair and Sublandlord determines that Sublandlord was overcharged for equitable amount of such insurance costs, service charges, assessments and maintenance charges, as the case may be, to the Development or applicable portion thereof. Property Taxes shall be deemed incurred by Landlord at the time such Property Taxes are assessed or levied and/or become a lien. Within ninety (90) days of the end of the Lease Term, Landlord will provide Tenant with a computation of Tenant’s Pro Rata Share of the actual Property Taxes, Insurance, Utilities and Operating Expenses paid or incurred by Landlord during such calendar year or partial calendar year, as applicable. If the total of all estimated payments made by Tenant for such calendar year or partial calendar year is more than Tenant’s Pro Rata Share of the actual Property Taxes, Insurance, Utilities and Sublandlord in turn had overcharged SubtenantOperating Expenses paid or incurred by Landlord during such calendar year or partial calendar year, then Sublandlord as applicable, Landlord shall reimburse Subtenant for the amount of Subtenanteither (i) apply such excess to Tenant’s overpayment promptly following the conclusion obligation to make future estimated payments, or (ii) provide Tenant with a refund of such auditexcess at the time it provides Tenant with such computation. If the total of all estimated payments made by Tenant for such calendar year, or partial calendar year, as applicable, is less than Tenant’s Pro Rata Share of the actual Property Taxes, Insurance, Utilities and Operating Expenses paid or incurred by Landlord for such calendar year, or partial calendar year, as applicable, Tenant shall pay such deficiency to Landlord within thirty (30) days of receipt of the computation of Tenant’s Pro Rata Share of the actual Property Taxes, Insurance, Utilities and Operating Expenses from Landlord.

Additional Rent. “Additional Rent” shall mean a. Tenant agrees to pay as rent in addition to the Annual Base Rent herein reserved any and all sums other than Base Sublease Rent payable which may become due by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share reason of Tenant’s Operating Cost Share breach of Operating Expenses pursuant Lease or the failure of Tenant to Section 7 comply with all of the Master Lease (excluding Section 7.6 [Reserve Account])covenants of this Lease, especially, but not limited to the Tenant Assumed Duties set forth in Paragraph 18(d) and any and all damages, costs and expenses, including attorney’s fees, which the Landlord may suffer or incur by reason of any default of the Tenant or failure on Tenant’s part to comply with the covenants of this Lease. Such Additional Rent amounts b. Tenant further agrees to pay to Landlord as additional rent all sums due for repairs made to the Demised Premises, replacing of glass windows, doors, partitions, electric wiring and electric lamps, etc., the keeping of waste and drain pipes open and repairs and replacements to wash basins and plumbing, heating and air-conditioning apparatus, which are necessitated by or caused by misuse or abuse by Tenant, its agents, employees, contractees, visitors and licensees. The same shall be paid by Subtenant Tenant to Landlord within ten fifteen (1015) days after presentation by Landlord to Tenant of bills therefor. c. Landlord will provide one initial xxxxxxx upon occupancy of the space by Tenant. Endo Pharmaceuticals Inc. Page 7 Confidential 7. TIME AND PLACE OF PAYMENT. Unless provided otherwise herein, all Annual Base Rent shall be payable in advance without prior notice or demand and without any set off whatsoever at the office of Landlord (or at such other place as Landlord may from time to time designate by notice in writing) and at the times provided for the payment of the Annual Base Rent as set forth above in Paragraph 4. All payments of rent by Tenant may be applied to Base Rent, additional rent, interest or penalties, if any, as Landlord deems appropriate. With respect to additional rent, if any owed by Tenant, Tenant shall pay such additional rent within fifteen (15) days of receipt of Sublandlord’s billing therefora xxxx from Landlord for such rent. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such audit8.

Additional Rent. Subtenant agrees to pay Sublandlord of the following amounts (collectively, the “Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this Sublease, including ”): (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to i) Subtenant’s failure SBA Share of the Shared Building Area Costs allocable to perform each calendar year during the Term, prorated for any calendar year falling partially within the Term; (ii) Subtenant’s POC Share of its obligations under this Subleasethe Project Operating Costs allocable to each calendar year during the Term, prorated for any calendar year falling partially within the Term; and (iii) Subtenant’s PIT Share of the Project Insurance Costs and Project Property Taxes allocable to each calendar year during the Term, prorated for any calendar year falling partially within the Term, subject to Section 5(f). Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease one-twelfth (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (101/12th) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) reasonable estimate of the Master LeaseAdditional Rent for each calendar year on or before the first (1st) day of each month during such calendar year. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating ExpensesFollowing the end of each calendar year within the Term, Sublandlord shall use its judgment reasonably exercisedfurnish Subtenant with a final statement (the “Expense Statement”) showing the Shared Building Area Costs, Project Operating Costs, Project Insurance Costs and Project Property Taxes during such year and calculating the Additional Rent for such year. Notwithstanding anything to determine whether the contrary contained herein, if Sublandlord fails to audit charge Subtenant for any amount that may be included in Shared Building Area Costs, Project Operating Costs, Project Insurance Costs or Project Property Taxes within one (1) year after the calculation end of the annual Operating Expense statement as permitted under the Master Lease. In the event that calendar year in which Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenantpaid such amount, then Sublandlord shall reimburse cease to have the right to charge Subtenant for its share of such amount under this Section 4(b). If the estimated payments made by Subtenant pursuant to this section are not sufficient to cover the actual amount of the Additional Rent for any calendar year, then Subtenant shall pay Sublandlord the deficiency within thirty (30) days after Subtenant’s overpayment promptly following receipt of the conclusion Expense Statement for such year. If the estimated payments made by Subtenant pursuant to this section exceed the actual amount of the Additional Rent for any calendar year, then the excess shall be credited against the Rent next coming due after Subtenant’s receipt of the Expense Statement for such year; provided, any such excess existing at the end of the Term shall be refunded to Subtenant within thirty (30) days thereafter, except if Subtenant is in default hereunder, Sublandlord shall not be required to refund such excess until the default is cured by Subtenant. Within one hundred eighty (180) days after its receipt of any Expense Statement, Subtenant or its authorized representatives may review Sublandlord’s records related to the Additional Rent detailed in such Expense Statement; provided such review shall be conducted at Sublandlord’s offices during normal business hours and Subtenant shall schedule such review at a time reasonably acceptable to Sublandlord. If any such review reveals that Subtenant has paid Sublandlord more than the Additional Rent for any year due under this section (an “Expense Overpayment”), then (i) Subtenant shall notify Sublandlord, in writing, of the Expense Overpayment within thirty (30) days after its completion of such review, and (ii) Sublandlord shall promptly refund the Expense Overpayment to Subtenant following its receipt of written notice thereof, excluding any amount that Sublandlord disputes. If any such review reveals an underpayment of the Additional Rent owed by Subtenant under this section for any year (an “Expense Underpayment”), then Subtenant shall pay to Sublandlord the Expense Underpayment within thirty (30) days after completion of such review. If Subtenant engages a third party to review any of Sublandlord’s records related to the Additional Rent, such third party must execute a confidentiality agreement, in form and substance reasonably acceptable to Sublandlord, prior to conducting any such review. Should Sublandlord reasonably dispute the results of any such review, the parties shall work in good faith to resolve such dispute for a period of thirty (30) days. Subtenant shall not use any person or entity to inspect, review or audit Sublandlord’s records related to Additional Rent whose fee is based, in whole or in part, on the results of such inspection, review or audit. Notwithstanding anything to the contrary contained herein, if Subtenant does not review Sublandlord’s records related to any Additional Rent within the one hundred eighty (180) day period provided under this section or Subtenant does not notify Sublandlord, in writing, of an Expense Overpayment within the period required under this section, then Subtenant shall cease to have any right to review such records or receive a refund of such Expense Overpayment.

Additional Rent. “Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this SubleaseCommencing on the Commencement Date, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant Tenant shall pay to SublandlordLandlord, as Additional Rent, Subtenant’s pro rata share monthly, in advance on the first day of each month during the Term, an amount equal to one-twelfth (1/12th) of the following amounts as estimated by Landlord: (a) Tenant’s Operating Cost Share of Operating Expenses pursuant Building Property Insurance; (b) Tenant’s Share of Taxes – Real Property; (c) Tenant’s Share of Skybridge Fee; and (d) Tenant’s Share of CAM. Landlord may change its estimate from time to Section 7 time by written notice to Tenant. Landlord shall reasonably estimate the costs for Building Property Insurance, Taxes – Real Property, Skybridge Fee and CAM for each calendar year during the Term based on the most reliable information available to Landlord. For each calendar year, Landlord shall furnish to Tenant as soon as is reasonably practicable, a written statement showing in reasonable detail the estimated Tenant’s Share of the Master Lease (excluding Section 7.6 [Reserve Account])Building Property Insurance, Tenant’s Share of Taxes – Real Property, Tenant’s Share of Skybridge Fee and Tenant’s Share of CAM for such calendar year. Such Additional Rent amounts is exclusive of any Taxes – Other, and should such Taxes – Other apply during the Term, such Additional Rent shall be paid increased by Subtenant within ten the amount of such Taxes - Other. Within one hundred twenty (10120) days after the end of receipt of Sublandlordeach calendar year during the Term, Landlord shall furnish to Tenant a statement with respect to the actual amounts incurred for Building Property Insurance, Taxes – Real Property, Skybridge Fee and CAM for the preceding calendar year, showing Tenant’s billing thereforshare thereof. SubtenantIf Tenant’s prorata share of such Operating Costs under this Sublease actual costs for that calendar year exceeds the monthly estimated payments made by Tenant, then Tenant shall pay Landlord the deficiency within thirty (30) days after receipt of the statement. If Tenant’s payments made during that calendar year exceed Tenant’s share of such actual costs, then, at Landlord’s option, either Landlord shall pay Tenant the excess at the time Landlord furnishes the statement to Tenant, or shall credit the excess against the next monthly installment(s) of Base Rent and Additional Rent; provided, however, that at the end of the Term Landlord shall pay Tenant the excess at the time Landlord furnishes the statement to Tenant. Tenant’s share of the items specified in Sections 3.2.1 through 3.2.4 below shall be 20.11% prorated on the basis of Tenant’s Operating Cost Share relating solely a 365-day year to account for any fractional portion of a year included in the Premises Term at its commencement and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditexpiration.

Additional Rent. Any rents or other charges not included in Base Rent which Tenant herein expressly or impliedly covenants or agrees to pay howsoever the same may be denominated shall hereinafter be referred to as “Additional Rent.” Landlord shall mean all sums other than have the same rights and remedies as are provided for herein at law or in equity for the nonpayment of Additional Rent as Landlord shall have for the nonpayment of Base Sublease Rent payable by Subtenant to Sublandlord under this SubleaseRent. All taxes, including (without limitation): overtime or excess service premiums, charges, costs, and late chargesexpenses which Tenant assumes or agrees to pay under any provisions of this Lease, together with all interest and penalties that may accrue thereon in the event of Tenant’s failure to pay the same as herein provided, all other damages, interest and other costs and expenses related which Landlord may suffer or incur, and any and all other sums which may become due, by reason of any default of Tenant or failure on Tenant’s part to Subtenantcomply with the agreements, terms, covenants, and conditions of this Lease on Tenant’s failure part to perform be performed, and each or any of its obligations under them, shall be deemed to be Additional Rent. In addition to the Base Rent, during the term of this Sublease. Subtenant Lease and any extension or renewal hereof, Tenant shall pay all of the following expenses incurred by the Landlord relating to Sublandlordthe Premises (collectively, as Additional Rent“Operating Expenses”) all costs and expenses of any kind, Subtenant’s pro rata share nature, and description incurred by the Landlord in connection with the maintenance, operation, care and repair of Tenant’s Operating Cost Share the Building or the Building Site (other than landscaping or grounds-keeping charges) which Landlord determines are desirable for the operation and maintenance of the Building or the Building Site in accordance with the standard maintained in the Euclid, Ohio area for similar buildings and building sites. Tenant shall also reimburse landlord for property taxes and insurance premiums, if paid for by the landlord, when due. The foregoing additional charges and Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant Tenant to Landlord within ten thirty (1030) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share the date that Landlord submits an invoice for such charges to Tenant (or, the due date of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested by Subtenant item if there has been a ten percent (10%) or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of Subtenant’s overpayment promptly following the conclusion of such auditearlier).

Additional Rent. “Additional Commencing January 1, 2020 and each year thereafter during the Term hereof, in addition to Base Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this Sublease, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Sub-Subtenant shall pay to Sub-Sublandlord as Additional Rent (“Additional Rent”): (i) 8.2328% of the increases in the Building’s Operating Expenses (the “Operating Expenses Escalation”) over the 2019 Base Operating Expense Year and for each year following the Base Operating Expense Year, and (ii) the 7.6725% of the increases in the Building’s Taxes (the “Tax Escalation” and together with the Operating Expenses Escalation, the “Escalation Rent”) over the 2019/2020 Base Year (the “Base Tax Year”) and for each year following the Base Tax Year. Sub-Subtenant shall pay Escalation Rent in monthly installments on the first day of each month in an amount set forth in a written estimate by Sub-Sublandlord; provided, however, if there is a change in the amount of Escalation Rent payable by Sub-Subtenant, Sub-Sublandlord shall to provide such written estimate to Sub-Subtenant at least fifteen (15) days before such amount is first due. Sub-Sublandlord shall promptly forward to Sub-Subtenant all estimates and reconciliation statements that Sub-Sublandlord receives from Sublandlord and/or Prime Landlord. At the same time, in addition to such estimates or reconciliation statements. Sub-Sublandlord shall provide Sub-Subtenant its calculation of Escalation Rent for such calendar or fiscal year, as Additional Rent, Subtenant’s pro rata share of Tenant’s Operating Cost Share of Operating Expenses pursuant to Section 7 of the Master Lease (excluding Section 7.6 [Reserve Account]). Such Additional Rent amounts shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease shall be 20.11% of Tenant’s Operating Cost Share relating solely well as supporting documentation to the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) of the Master Lease. When reasonably requested extent provided by Subtenant if there has been a ten percent (10%) Sublandlord or greater increase in Operating Expenses, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master LeasePrime Landlord or developed independently by Sub-Sublandlord. In the event that Sublandlord elects an adjustment to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged or Taxes or any other Additional Rent is made by Prime Landlord and/or Sublandlord, Escalation Rent shall be adjusted accordingly. Upon written request from Sub-Subtenant, then Sub-Sublandlord shall reimburse promptly exercise any right it may have to cause Sublandlord’s or Prime Landlord’s books and records to be audited; provided, however, that Sub-Subtenant shall pay the cost of the audit and indemnify, defend and hold harmless Sub-Sublandlord from and against all claims, damages, costs and expenses incurred by Sub-Sublandlord as a result of the audit. The Base Rent and Additional Rent may sometimes be referred to herein collectively as the “Rent.” Notwithstanding anything herein to the contrary, Sub-Subtenant shall not be responsible for any sums due under the amount Prime Lease or Sublease which are not due from Sub-Subtenant to Sub-Sublandlord pursuant to the express terms of Subtenant’s overpayment promptly following this Sub-Sublease, or which are due under the conclusion Prime Lease, Sublease or this Sub-Sublease and are assessed as a result of the failure of Sub-Sublandlord to comply with the Prime Lease and/or Sublease unless Sub-Subtenant is in default of any of the terms or provisions of this Sub-Sublease, the Sublease or the Prime Lease on the date such auditsums are assessed by Sublandlord or Prime Landlord.

Additional Rent. “Additional Rent” shall mean all sums other than Base Sublease Rent payable by Subtenant to Sublandlord under this SubleaseCommencing on the Commencement Date and continuing through the end of the Term, including (without limitation): overtime or excess service charges, and late charges, damages, interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant Lessee shall pay to SublandlordLessor in readily available funds, as Additional Rentwithout deduction, Subtenantoffset, or demand, monthly, in advance, Lessee’s pro rata share of TenantLessor’s Operating Cost Share cost of Operating Expenses pursuant fire and extended coverage insurance, as well as Lessor’s cost of liability and property damage insurance, so far as such costs are attributable to Section 7 the Property. Lessee shall also reimburse Lessor for real property taxes and general and special assessments, and for Lessee’s pro rata share of the Master Lease (excluding Section 7.6 [Reserve Account])Lessor’s expenses of maintenance and repair of the parking areas and the exterior of the Property. Such Additional Rent All such pro rata amounts described in this paragraph 9.B. shall be paid by Subtenant within ten (10) days of receipt of Sublandlord’s billing therefor. Subtenant’s prorata share of such Operating Costs under this Sublease deemed “Lessee Reimbursements.” Lessee Reimbursement shall be 20.11% deemed to be additional rent and are due and payable separately from Rent. Lessee Reimbursements shall be calculated by multiplying the total amount of Tenant’s Operating Cost Share relating solely to all such costs described above by the Premises and 20.11% of Tenant’s Exterior Common Area Cost Share relating solely to the Premises, as those terms are defined in Section 7.1(a) percentage of the Master LeaseProperty that is occupied by Lessee at the time the Lessee Reimbursement is due. When reasonably requested by Subtenant if there has been a ten percent (10%) If Lessee takes possession of additional space in the Property or greater increase abandons or otherwise vacates space in Operating Expensesthe Property other than on the day after the Lessee Reimbursement is due, Sublandlord shall use its judgment reasonably exercised, to determine whether to audit the calculation of the annual Operating Expense statement as permitted under the Master Lease. In the event that Sublandlord elects to audit Operating Expenses and Sublandlord determines that Sublandlord was overcharged for Operating Expenses and Sublandlord in turn had overcharged Subtenant, then Sublandlord shall reimburse Subtenant for the amount of SubtenantLessee Reimbursement shall be prorated at the rate of 1/365 per day. The late charge provisions set out above shall also apply to these Lessee reimbursements due Lessor. Lessor shall provide Lessee with a copy of the property tax xxxx in order to establish the basis of Lessee Reimbursements due for taxes and assessments, and a copy of the payment statement for fire and extended coverage insurance and for liability and property damage insurance applicable for the period during which Lessee Reimbursements are due hereunder, as well as copies of invoices for Lessor’s overpayment promptly cost of maintenance and repair for which Lessee Reimbursements are due. Lessor shall provide Lessee with the property tax xxxx, insurance bills, and copies of maintenance charges 30 days before such charges are due. Lessee may audit Lessor’s said tax, insurance, and maintenance records at its own expense. If Lessee shall fail to pay any additional rent in accordance with the terms hereof, Lessor shall have all the rights and remedies with respect thereto as Lessor has for nonpayment of Rent. Lessee shall be responsible for payment of the following as applicable to the conclusion Property and/or Additional Property, if applicable (collectively, “Additional Rent”): all utilities as required in this Agreement, all general maintenance and repairs Lessee is required to perform pursuant to this Agreement. The total of such auditAdditional Rent shall not exceed $.13 per foot per month.