Common use of Additional Rent Clause in Contracts

Additional Rent. As additional rental for the entire term of this Lease, Tenant agrees to pay to the Landlord its pro-rata share of the operating expenses of the building, as herein defined. If this Lease commences or terminates on a day other than the first or last day of a calendar year, the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accounting.

Additional Rent. As additional rental for Effective April 1, 2006 but commencing January 1, 2007, and in each calendar year thereafter during the entire term of this LeaseTerm, Tenant agrees shall pay in advance on a monthly basis to pay Landlord, Tenant’s Share of the “Recognized Expenses”, without deduction, counterclaim or setoff, to the Landlord its pro-rata share extent such Recognized Expenses exceed the Recognized Expenses in calendar year 2006 (“Base Year”). Tenant’s Share shall be 46.77% which is the percentage calculated by dividing the total square footage of the Premises into the total square footage of the Building which is 51,388. Recognized Expenses are (i) all reasonable operating costs and expenses related to the maintenance, operation and repair of the Project incurred by Landlord, including but not limited to management fee not to exceed five (5%) percent of Rent; common area electric; and capital expenditures and capital repairs and replacements shall be included as operating expenses solely to the extent of the buildingamortized costs of same over the useful life of the improvement in accordance with generally accepted accounting principles such useful life not to exceed ten (10) years; (ii) all insurance premiums payable by Landlord for insurance with respect to the Project and (iii) Taxes payable on the Project. Each of the Recognized Expenses shall for all purposes be treated and considered as Additional Rent. Tenant shall pay, as herein defined. If this Lease commences or terminates in monthly installments in advance, on a day other than the first or last day account of a calendar yearTenant’s Share of Recognized Expenses, the estimated amount of additional rent payable the increase of such Recognized Expenses for such year in excess of the Base Year as determined by Tenant applicable Landlord in its reasonable discretion. Prior to the end of the calendar year in which such commencement the Lease commences and thereafter for each successive calendar year (each, a “Lease Year”), or termination occurs part thereof, Landlord shall send to Tenant a statement of projected increases in Recognized Expenses in excess of the Base Year and shall indicate what Tenant’s Share of Recognized Expenses shall be. The Base Year shall be pro-rated adjusted to exclude from the Base Year “extraordinary items” incurred in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year. For purposes or this subparagraph, extraordinary items shall mean either (X) cost increases over the prior calendar year of eleven and one quarter percent (11.25%) or more, or (Y) items which increase Landlord’s total expenses and such items have not been included in the determination of expenses by the Landlord (or the Landlord’s predecessor in interest) for the prior three years of operating the Building. As soon as administratively available, Landlord shall send to Tenant agrees a statement of actual for Recognized Expenses for the prior Lease Year showing the Share due from Tenant. In the event the amount prepaid by Tenant exceeds the amount that was actually due then Landlord shall issue a credit to prepay monthlyTenant in an amount equal to the over charge, due at the same time as and together which credit Tenant may apply to future payments on account of Recognized Expenses until Tenant has been fully credited with the Base Rent above provided, one-twelfth over charge. If the credit due to Tenant is more than the aggregate total of such estimated amount. Within a reasonable time after the end of each calendar yearfuture rental payments, Landlord will provide shall pay to Tenant the difference between the credit in such aggregate total. In the event Landlord has undercharged Tenant, then Landlord shall send Tenant an invoice with an accounting showing the operating expenses for such year and Tenant's share thereofadditional amount due, which amount shall be paid in full by Tenant within thirty (30) days of receipt. Tenant shall have the right, at its sole expense cost and at a reasonable time convenient expense, within ninety (90) days from receipt of Landlord’s statement of Recognized Expenses, to audit or have its appointed accountant audit Landlord, no ’s records related to Recognized Expenses and Taxes provided that any such audit may not occur more frequently than once each year, calendar year nor apply to audit Landlord's books relevant any year prior to the additional rent due hereunderyear of the statement being reviewed. In the event Tenant’s audit discloses any discrepancy, Landlord and Tenant shall use their best efforts to resolve the dispute and make an appropriate adjustment, failing which, they shall submit any such dispute to arbitration pursuant to the rules and under the jurisdiction of the American Arbitration Association in Philadelphia, Pennsylvania. The decision rendered in such arbitration shall be final, binding and non-appealable. The expenses of arbitration, other than individual legal and accounting expenses which shall be the respective parties’ responsibility, shall be divided equally between the parties. In the event, by agreement or as a result of an arbitration decision, it is determined that the estimated amount paid for such year exceeds actual Recognized Expenses and Taxes exceeded those claimed by the amount due for such year based on such accountingLandlord by more than six percent (6%), Landlord agrees the actual, reasonable hourly costs to return such amount to the Tenant of Tenant, together with said accounting’s audit (including legal and accounting costs) shall be reimbursed by Landlord. In the event that Tenant utilizes a contingent fee auditor and Landlord is responsible for the estimate is less than payment of such auditor, Landlord shall only pay the operating expenses for reasonable hourly fee of such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accounting.auditor

Additional Rent. As additional rental for the entire term of this Lease, Tenant agrees to pay Prior to the commencement of each Lease Year --------------- (except the Base Services Year) during the term hereof, Landlord its pro-rata share shall furnish Tenant a written statement of the operating expenses Estimated Costs Allocable to the Premises for such Lease Year and a calculation of the building, as herein defined. If this Lease commences or terminates on a day other than portion of Estimated Costs Allocable to the first or last day of a calendar year, the amount of additional rent Premises payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated as Additional Rent in accordance with this Section. In advance of or before the number first day of days each month during such year this the term hereof commencing on the first day of the first Lease was in effect. Landlord Year following the Base Services Year, Tenant shall invoice Tenant for estimated operating costs pay as Additional Rent for each calendar year at the beginning of month during each such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, Lease Year: one-twelfth (1/12th) of the amount, if any, by which the Estimated Costs Allocable to the Premises exceed the Base Amount. If at any time or times during any such estimated amount. Within a reasonable time after Lease Year, it appears to Landlord that the end of each calendar yearEstimated Costs Allocable to the Premises will vary from Landlord's estimate by more than five percent (5%) on an annualized basis, Landlord will provide Tenant with an accounting showing the operating expenses may, by written notice to Tenant, reasonably revise its estimate for such year Lease Year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant portion of the Estimated Costs Allocable to the additional rent due hereunder. In the event that the estimated amount paid Premises payable by Tenant as Additional Rent as provided herein for such year exceeds the amount due for such year Lease Year shall be accordingly adjusted based on such accountingrevised estimate. Notwithstanding the foregoing, Landlord agrees hereby abates and forgives the payment of Additional Rent pursuant to return such amount to this ARTICLE 9 during the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty first twelve (3012) days of receipt months of the above-referenced accountingLease Term.

Additional Rent. As additional rental In addition to Tenant’s payment of the Triple Net Expenses related to the Premises, as designated in Section 1.5 of the Summary, Tenant shall pay as Additional Rent to Landlord the following: Real Property Taxes and Assessments (as hereinafter defined), all operating expenses of any kind or nature which are necessary, ordinary or customarily incurred in connection with the operation, maintenance or repair of the Premises, including but not limited to Landlord’s cost of insurance, utilities and maintenance service for the entire term Premises, as determined by Landlord (collectively, the “Operating Expenses”), and the costs of the property management fee paid by Landlord to the property manager in an amount not to exceed three percent (3%) of Rent (including Monthly Basic Rent and Additional Rent, but excluding the cost of the property management fee itself) (the “Management Fee”). Notwithstanding the foregoing, the Management Fee shall include only 1.5% of real property taxes and assessments, rather than the full 3%, as provided above. During the Term of this Lease, Tenant agrees to shall pay to (i) the Landlord its pro-rata share of the operating expenses of the buildingManagement Fee and Operating Expenses, as herein defined. If this Lease commences or terminates on a day other than the first or last day of a calendar yearreasonably estimated by Landlord, in monthly installments, in the amount of additional rent payable by Tenant applicable to Landlord’s estimate, in advance on the year in which such commencement first day of each and every calendar month, without demand, notice, deduction or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar yearoffset, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth Monthly Basic Rent; and (ii) the Real Property Taxes and Assessments within ten (10) days after delivery of such estimated amountan invoice by Landlord. Within Landlord shall endeavor to furnish to Tenant within a reasonable time period after the end of each calendar yearthe Term, Landlord will provide Tenant with an accounting showing a statement (a “Reconciliation Statement”) indicating in reasonable detail the operating expenses for such year actual cost of the Operating Expenses, the Management Fee and Tenant's share thereof. Tenant shall have the right, at its sole expense any additional Real Property Taxes and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant Assessments attributable to the additional rent due hereunder. In Term, and the event that the estimated amount paid for such year exceeds the amount due for such year based on such accountingparties shall, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of thereafter, make any payment or allowance necessary to adjust Tenant’s estimated payments to the above-referenced accountingactual cost thereof, as indicated by such Reconciliation Statement.

Additional Rent. As additional rental for 3.1 Tenant shall be responsible to pay as Additional Rent hereunder all taxes, costs, charges, maintenance, and operational expenses associated with the entire term Demised Premises together with all interest and penalties that may accrue thereon in the event of the Tenant’s failure to pay such amounts, and all damages, costs and expenses which the Landlord may incur by reason of any default of the Tenant or failure on the Tenant’s part to comply with the terms of this Lease, except those specifically allocated to Landlord under Article 5 of this Lease. Therefore, and without limitation, commencing at the Effective Date, Tenant agrees shall continue to pay to the Landlord its pro-rata share One Hundred percent (100%) of the operating expenses total costs of the buildingfollowing items, herein called “Additional Rent”: A. All real estate taxes on the land, as herein definedmore fully described on Schedule “B” attached hereto and made a part hereof (the “Land”), site improvements and the Building comprising the Demised Premises. Said real estate taxes shall include all real estate taxes and assessments that are levied upon and/or assessed against the Demised Premises, including any taxes which may be levied on rents, except that as to assessments, Landlord shall elect to pay same over the longest period permitted by law and only the current year’s installment, including interest, shall be added into Tenant’s calculation. In addition, Tenant shall reimburse Landlord for Landlord’s reasonable costs incurred in appealing taxes and/or assessments on Demised Premises, including reasonable legal fees, expert witness fees and other proper costs but Tenant will not be liable to pay a reimbursement in excess of any actual tax savings resulting from such an appeal. If this Lease commences or terminates on a day other than the first or last day any such appeal is successful, any recovery net of a calendar year, the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs expenses shall be pro-rated in accordance with credited (proportionately) to Tenant’s obligation hereunder. Except during the number final three (3) years of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar yearthen Term, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the rightright to appeal tax assessments on the Demised Premises at Tenant’s sole cost and expense; and if any such tax appeal is unsuccessful or if it results in an increase in real estate taxes, at its sole expense Tenant shall bear all such costs, attorneys fees and at a reasonable time convenient to tax increases during the Term. Notwithstanding the foregoing, the foregoing taxes shall specifically exclude income taxes assessed against the Landlord, no more frequently than once each yearfranchise taxes, to audit estate taxes, sales taxes, corporate income taxes, capital stock taxes, employment benefit taxes, social security taxes, worker’s compensation taxes, capital levy, succession, inheritance, or transfer taxes payable by the Landlord's books relevant , corporate franchises, capital stock, loans and bonus taxes imposed upon any owner of the Land, any late fees, penalties or interest with respect to the additional rent due hereunderpayment of any such taxes, and any income, profits or revenue tax. In Landlord hereby agrees to pay all such taxes so as to include and obtain any applicable discount for early payment. B. All premiums and deductible costs paid by Landlord for the event that Demised Premises only associated with Insurance (as described in Articles 11.3 and 11.4 below). C. All costs incurred by Landlord pursuant to this Lease to maintain, repair and replace exterior walls, structural steel, foundations, roof, landscaped areas, parking and loading areas including driveways, sidewalks and curbs (including snow and ice removal from parking and exterior loading areas and sidewalks) and site drainage facilities and other areas within the estimated amount paid for Land which are not the responsibility of Tenant to maintain, repair and replace under this Lease. There shall also be included any parking charges, utilities surcharges, COAH development fees or any other costs levied, assessed or imposed by, or at the direction of, or resulting from statutes or regulations, or interpretations thereof, promulgated by any governmental authority in connection with the expansion, renovation, use or occupancy of the Demised Premises or the Parking Lot by or on behalf of Tenant (as defined in Article 43 below) from and after the Effective Date. Any and all such year exceeds replacement costs shall be amortized over the amount due for useful economic life of such year based on such accountingimprovements. D. On or about the Effective Date, Landlord agrees shall submit to return such amount Tenant a statement of the anticipated monthly Additional Rent for the period between the Effective Date, and the following December 31, and Tenant shall pay this Additional Rent on a monthly basis concurrently with the payment of the Fixed Rent. Tenant shall continue to make said monthly payments until notified by Landlord of a change thereof. By March 1 of each calendar year (commencing in 2010), Landlord shall use its best efforts to give Tenant a statement showing the total Additional Rent for the Demised Premises for the prior calendar year (an “Operating Expense Statement”). Landlord shall also submit to Tenant by separate invoice not less often than annually a statement documenting any charges relating to the TenantPrivate Communications Ductbank (described in Section 32.2 below), together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, and Tenant agrees to reimburse Landlord for such amount shall pay its proportionate share thereof within thirty (30) days after presentation thereof. E. In the event the total of the monthly payments which Tenant has made for the prior calendar year be less than the Tenant’s actual share of such Additional Rent, then Tenant shall pay the difference in a lump sum within thirty (30) days after receipt of such statement from Landlord and shall concurrently pay the above-referenced accounting.difference between the total previous monthly payments made in the then calendar year and the total of monthly payments calculated as Additional Rent based on the prior year’s experience. Any overpayment by Tenant shall be credited towards the Fixed Rent and/or Additional Rent next coming due. The actual Additional Rent for the prior year shall be used for purposes of calculating the anticipated monthly

Additional Rent. As (1) Tenant shall pay, as additional rental rent (the "Additional Rent"), for each calendar year or partial calendar year during the Term, an amount equal to the sum of (i) Tenant's Proportionate Share (defined below) of the total Operating Costs (defined below) (other than Building Operating Costs or 19-31 Building Operating Costs, each as defined below) for the entire term calendar year in question plus (ii) 100% of this Leasethe Building Operating Costs for the calendar year in question plus (iii) Tenant's Proportionate Share of the total Taxes (defined below) for the calendar year in question. Landlord may collect such amount in a lump sum, which shall be due within 30 days after Landlord furnishes to Tenant agrees the Operating Costs and Tax Statement (defined below). Alternatively, Landlord may make a good faith estimate of the Additional Rent to be due by Tenant for any calendar year or part thereof during the Term, and Tenant shall pay to Landlord, on the Commencement Date and on the first day of each calendar month thereafter, an amount equal to the estimated Additional Rent for such calendar year or part thereof divided by the number of months therein. From time to time, Landlord its promay estimate and re-rata share estimate the Additional Rent to be due by Tenant and deliver a copy of the operating expenses of the building, as herein definedestimate or re-estimate to Tenant. If this Lease commences or terminates on a day other than the first or last day of a calendar yearThereafter, the amount monthly installments of additional rent Additional Rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated appropriately adjusted in accordance with the number estimations so that, by the end of days during the calendar year in question, Tenant shall have paid all of the Additional Rent as estimated by Landlord. Any amounts paid based on such year this Lease was in effect. Landlord an estimate shall invoice Tenant for estimated operating costs be subject to adjustment as herein provided when actual Operating Costs are available for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accounting.

Additional Rent. As additional rental Commencing on the Lease Commencement Date (as determined pursuant to Paragraph 2.3 above) and continuing throughout the Lease Term, in addition to the Base Monthly Rent and to the extent not required by Landlord to be contracted for the entire term of this Leaseand paid directly by Tenant, Tenant agrees to shall pay to Landlord as additional rent (the Landlord its pro-rata share "Additional Rent") the following amounts: (a) An amount equal to all Property Operating Expenses (as defined in Article 13) incurred by Landlord. Payment shall be made by whichever of the operating following methods (or combination of methods) is (are) from time to time designated by Landlord: (i) Landlord may forward invoices or bills for such expenses to Tenant, and Tenant shall, no later than thirty (30) days prior to the due date, pay such invoices or bills and deliver satisfactory evidence of the buildingsuch payment to Landlord, as herein defined. If this Lease commences or terminates and/or (ii) Landlord may ▇▇▇▇ to Tenant, on a day other periodic basis not more frequently than the first or last day of a calendar yearmonthly, the amount of additional rent payable such expenses (or group of expenses) as paid or incurred by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar yearLandlord, and Tenant agrees shall pay to prepay monthly, due at Landlord the same time as and together with the Base Rent above provided, one-twelfth amount of such estimated amount. Within expenses within thirty (30) days after receipt of a written ▇▇▇▇ therefor from Landlord, or prior to delinquency, whichever is earlier and/or (iii) Landlord may deliver to Tenant Landlord's reasonable time after estimate of any given expense (such as Landlord's Insurance Costs or Real Property Taxes), or group of expenses, which it anticipates will be paid or incurred for the end of each ensuing calendar or fiscal year, as Landlord will provide may determine, and Tenant with shall pay to Landlord an accounting showing amount equal to the operating estimated amount of such expenses for such year and Tenantin equal monthly installments during such year with the installments of Base Monthly Rent. Landlord reserves the right to change from time to time the methods of billing Tenant for any given expense or group of expenses or the periodic basis on which such expenses are billed. (b) Landlord's share thereofof the consideration received by Tenant upon certain assignments and sublettings as required by Article 7. (c) Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord pursuant to Article 13; and (d) Any other charges or reimbursements due Landlord from Tenant pursuant to the terms of this Lease. Notwithstanding the foregoing, Landlord may elect by thirty (30) days written notice to Tenant to have Tenant pay Real Property Taxes or any portion thereof directly to the applicable taxing authority, in which case Tenant shall make such payments and deliver satisfactory evidence of payment to Landlord no later than ten (10) days before such Real Property Taxes become delinquent. Tenant may cause an audit of Landlord's books and records to determine the accuracy of Landlord's ▇▇▇▇▇▇▇▇ for Property Operating Expenses charges under this Lease. If such audit reveals that the actual Property Operating Expenses for any given year were less than the amount that Tenant paid for Property Operating Expenses for any such year, then Landlord shall pay to Tenant the excess. If such audit reveals a discrepancy of more than five (5%) percent of the actual amount of any Property Operating Expenses charges, then Landlord shall pay the cost of the audit. Additionally, Tenant shall have the right, by appropriate proceedings, to protest or contest any assessment, reassessment or allocation of Real Property Taxes or any change therein or any application of any Law to the Leased Premises or Tenant's use thereof. Landlord will reasonably cooperate with Tenant in the contest or proceedings. If Tenant does not pay the Real Property Taxes when due which are the subject of such protest or contest, Tenant shall post a bond in lieu thereof in an amount reasonably determined by Landlord but not less than one hundred twenty-five percent (125%) of the amount demanded by the taxing authorities which holds Landlord and the Property harmless from any damage arising out of the contest and ensuring the payment of any judgment than may be rendered. With respect to any contest of Real Property Taxes or Laws, Tenant shall hold Landlord and the Property harmless from any damage arising out of such protest or contest and shall pay any judgment that may be rendered in connection with such contest or protest. Any protest or contest conducted by Tenant under this paragraph shall be at its sole Tenant's expense and at if interest or late charges become payable as a reasonable time convenient to Landlordresult of such contest or protest, no more frequently than once each year, to audit Landlord's books relevant Tenant shall pay the same. Tenant shall receive a proportionate share of any refund applicable to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds Lease Term based on the amount due for such year based on such accounting, Landlord agrees to return such amount to the of Real Property Taxes paid by Tenant as Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accounting's Lot Proportionate Share.

Additional Rent. As additional rental This is a Net Lease and Tenant agrees to pay to Landlord within thirty (30) days after Landlord renders a statement therefore to Tenant, as Additional Rent, Tenant's proportionate share of all Operating Expenses incurred by Landlord including without limitation those expenses more particularly described in Paragraphs 7, 16, 22, 24 and 25 hereof. Except as otherwise provided herein, all Operating Expenses will be prorated according to their relation to the Total Leasable Area of the Building. Therefore, Tenant's share of all Operating Expenses is EIGHT AND 83/100's PERCENT (8.83%). If the Total Leasable Area of the Building or Rentable Area of the Premises should change during the term hereof, Landlord will adjust Tenant's percentage accordingly. Without in any way limiting the foregoing, Tenant agrees to deposit with Landlord on the first day of each month, during the term of this Lease, as Additional Rent, $1,220.00 per month, which sum shall be held, without liability for interest, in escrow ("Operating Expense Escrow"), so that Landlord shall have a sufficient amount available for the entire payment of all Operating expenses when they become due and payable. It is recognized that $1,220.00) is only an estimate. Accordingly, appropriate adjustments in the Operating Expense Escrow and the future monthly payment schedule may be made based upon the actual statements for the Operating Expenses. In the event a deficiency exists in the Operating Expense Escrow at any time during the term of this Lease, Tenant agrees to shall promptly pay to any such deficiency within thirty (30) days after receipt of such notice. In the Landlord its pro-rata share of the operating expenses of the building, as herein defined. If this Lease commences or terminates on a day other than the first or last day of a calendar year, the amount of additional rent payable event any excess is paid by Tenant applicable to the within any quarter of one year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Lease, Landlord shall invoice credit to Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amountexcess. Within a Upon reasonable time after the end of each calendar year, request Landlord will provide Tenant with an accounting showing of all amounts which make up the operating expenses Operating Expenses. Landlord may commingle the Operating Expense Escrow with Landlord's other funds. Without limiting the foregoing, in the event Landlord's lender(s) should require Landlord to escrow for real estate taxes and/or property insurance with the lender(s), then the proportional monthly amount deposited by Tenant with Landlord for the payment of real estate taxes and/or insurance shall be based upon the amount Landlord is required to deposit with Landlord's lender(s). It is further agreed that if any real estate tax is payable in full before the expiration of the fiscal tax year, whether in installments or by lump sum payment, the monthly payments by Tenant shall be in amounts such year that there shall be a fund in Landlord's hands sufficient to meet the payment or any tax or installment thereof as it falls due. In the case of special assessments which are imposed during the term hereof, together with interest on deferred payments, Landlord and TenantTenant agree, at Landlord's share thereofsole option, to take such steps as may be prescribed by law to take advantage of any opportunity to pay any such assessment in the maximum number of installments. Tenant shall have be obligated for Tenant's pro rata portion of any interest imposed upon the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for installment payment of any such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accountingassessment.

Additional Rent. As (a) Subtenant shall pay, in addition to the Base Rent, its Proportionate Share (as hereafter defined) of Sublandlord's Share of Excess Property Taxes and Sublandlord's Share of Excess Operating Costs, pursuant to Section 4.4 and 4.5 of the Prime Lease as additional rental for rent (which payments, in addition to those payments set forth in Section 7(b) and any other amounts due hereunder, are referred to as "ADDITIONAL RENT"). For purposes of calculating such excess amounts, the entire term "Operating Cost Base Year" shall be calendar year 2005, and "Property Tax Base Year" shall be fiscal tax year 2005. All payments due by Subtenant under this Section 7(a) shall be made at least ten (10) days in advance of this the date comparable payments are due by Sublandlord under the Prime Lease, Tenant agrees to pay but no sooner than twenty (20) days after Sublandlord has provided Subtenant with an invoice and detailed support and calculation of such Additional Rent. Subtenant's obligations hereunder to the Landlord its pro-rata share extent accrued prior to the Sublease expiration date, shall survive the expiration of the operating expenses Sublease. From the Commencement Date through June 30, 2006, Subtenant's "PROPORTIONATE SHARE" with respect to the Demised Premises shall be equal to 10,455 square feet divided by 54,162 square feet, as set forth in the Prime Lease. From July 1, 2006 through January 11, 2008, Subtenant's Proportionate Share with respect to the Demised Premises shall be equal to 26,614 divided by 54,162 square feet. (b) Subtenant shall also pay as Additional Rent, commencing on the Commencement Date, its Proportionate Share of all utility charges incurred by Sublandlord pursuant to Section 4.3 of the building, as herein definedPrime Lease. If this Lease commences or terminates on a day other than the first or last day of a calendar year, the amount of additional rent payable by Tenant applicable to the year in which Subtenant shall pay such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount charges within thirty (30) days of receipt of billing from Sublandlord. If Sublandlord or other subtenants operate any high energy consumption equipment in excess of standard office equipment, Sublandlord covenants and agrees to adjust such utility charges, by subtracting the above-referenced accounting.cost of the electricity reasonably estimated to be used for the operation thereof, prior to calculating Subtenant's Proportionate Share. If Subtenant operates any high energy consumption equipment in excess of standard office equipment, Subtenant covenants and agrees to pay, as an additional charge, the cost of the electricity reasonably estimated to be used for the operation thereof. In addition, if Subtenant

Additional Rent. As additional rental for (a) Taxes, (Intentionally Deleted) Insurance and Common Area Maintenance (1) In the entire event the "Tax, (Intentionally Deleted) Insurance Expenses" (as defined below) of the Building shall in any calendar Year during the term of this LeaseLease exceed the sum of $1,40 per square foot, then with ---- respect to rental with Tenant's pro respect to such excess (the "Tax, (Intentionally Deleted) Insurance* Differential, Tenant agrees to pay to the Landlord its pro-as additional rental Tenant's pro rata share of the operating expenses Tax, (Intentionally Deleted) Insurance* Differential", within ten (10) days following receipt of an invoice from Landlord stating the amount due. The pro rata share to be paid by Tenant is Six percent (6%) subject, however, to adjustment for any expansion --- - of the buildingLeased Premises. In the case of a multi-building Project, if such Tax, and Insurance* Expenses are not separately assessed to the Building but are assessed against the Project as herein defined. If a whole, Landlord shall determine the portion of such Tax, and Insurance* Expenses allocable to the Building in which the Leased Premises are located. (2) At or prior to the commencement of this Lease and at any time during the Lease term, Landlord may deliver to Tenant a written estimate of any additional rent applicable to the Leased Premises (based on the pro rata share stated above ) which may be anticipated for excess Tax, and Insurance* Expenses during the calendar year in which this Lease commences or terminates on a day other than the first or last day of a for any succeeding calendar year, as the case may be. Based upon such written estimate, the monthly Base Rental shall be increased by one-twelfth (1/12) of the estimated additional rent. (3) Statements showing the actual Tax and Insurance Expenses (as well as the actual Common Area Maintenance Expenses, as defined in Paragraph 6(b) below) and Tenant's proportionate share thereof (hereinafter referred to as the "Statement of Actual Adjustment") shall be delivered by Landlord to Tenant after any calendar year in which additional rental was paid or due by Tenant. Within ten (10) days after the delivery by Landlord to Tenant of such Statement of Actual Adjustment, Tenant shall pay Landlord the amount of any additional rental shown on such statement as being due and unpaid. If such Statement of Actual Adjustment shows that Tenant has paid more than the amount of additional rent payable by rental actually due from Tenant applicable for the preceding calendar year and if Tenant is not then in default under this Lease, Landlord shall credit the amount of such excess to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, next Base Rental installment due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and from Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accounting.

Additional Rent. As additional rental for the entire term of this Lease, 3.1 Tenant agrees to pay to the Landlord as Additional Rent (the "Additional Rent") without offset or deduction its pro-rata proportionate share (67.4%) of the operating expenses following: (a) all real estate taxes, assessments, water and sewer rents and other governmental charges assessed against or levied upon the Demised Premises or related to the use or occupancy thereof, provided that if Landlord shall receive a rebate or refund as a result of a successful real estate tax appeal which is attributable to the period during which Tenant is in possession of the buildingPremises, such rebate or refund shall be passed through to Tenant; (b) all premiums on insurance policies maintained by the Landlord on, or in connection with the use of, the Demised Premises pursuant to this Lease; without limiting the generality of the foregoing, Tenant shall pay, as herein defined. If this Lease commences or terminates on a day other than the first or last day of a calendar yearAdditional Rent, the premiums on all policies of insurance maintained by Landlord, including casualty or hazard insurance and rental or business interruption insurance; and (c) all other expenses and charges which, during the Term, shall arise, be levied, assessed or imposed upon or against the Demised Premises as an incident of the ownership thereof and such other reasonable expenses, which are of the kind paid by owners of land and buildings by reason of such ownership, including management fees, fees for all professional services associated with the Demised Premises and the cost of all Structural Repairs and Exterior Maintenance. Tenant shall pay one-twelfth of the annual estimated amount of additional rent payable by Tenant applicable to the year in Additional Rent which such commencement or termination occurs shall be pro-rated calculated in accordance with the number Rent Summary annexed hereto as Exhibit B. The amount of days Additional Rent shall be subject to change from time to time during such each year this Lease was to reflect increases or decreases in effect. Landlord insurance premiums, real estate taxes, and other expenses and shall invoice Tenant for estimated operating costs for be subject to final adjustment after the completion of each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with a final statement of operating expenses is prepared. 3.2 The Tenant shall pay to the Base Rent above provided, Landlord on the first day of each month one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's proportionate share thereof. Tenant shall have of the rightthen current annual real estate taxes, water and sewer rents and any special or other assessment levied and assessed against the Premises and one month's proportion of the then current annual insurance premiums, so as to enable the Landlord (or its lender) to pay the same at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within least thirty (30) days before they become due and payable, and to make any further tax or insurance reserve payments, and to make up any deficiency, in amounts and at times as the Landlord shall require. If Tenant shall fail to make any payment or to do any act required of receipt it by any provision of this Lease, Landlord may make such payment or do such act and the amount of such payment, or the cost of doing such act, together with interest thereon at a rate of 3% in excess of the above-referenced accountingprime rate of interest as published in the Wall Street Journal on the date Landlord makes such payment or does such act, shall be deemed Additional Rent payable by Tenant upon demand by Landlord. The making of any such payment or the doing of any such act by Landlord shall not constitute a waiver by Landlord of any right or remedy provided by this Lease upon Tenant's default in the making of such payment or the doing of such act. All taxes, assessments, water and sewer rents and other governmental charges against or levied upon the Demised Premises shall be apportioned as between Landlord and Tenant at the Termination Date.

Additional Rent. As additional rental for From and after the entire term of this LeaseCommencement Date, the Tenant agrees to shall pay to the Landlord its pro-rata share in lawful money of Canada, without any deduction, abatement or setoff whatsoever, Additional Rent for the Leased Premises equal to the aggregate of the operating expenses of the building, as herein defined. If this Lease commences or terminates on a day other than the first or last day of a calendar year, following amounts: (a) the amount of additional rent Taxes imposed in respect of the Leased Premises provided that if a separate assessment is issued or allocated in respect of the Leased Premises but not a separate tax ▇▇▇▇, then the amount of the Taxes payable by the Tenant applicable shall be equal to the year amount obtained by multiplying such assessment by the applicable commercial mill rate; plus the Tenant’s Proportionate Share of Taxes imposed in which such commencement respect of the Service Areas and Leasable Service Areas, if separately assessed; (b) if there is no separate assessment issued or termination occurs allocated in respect of the Leased Premises, the Taxes charged against the Leased Premises shall be pro-rated in accordance with determined by the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating acting reasonably, the costs for each calendar year at the beginning of such calendar year, and Tenant agrees making such determination to prepay monthly, due at be included in the same time as and together with Operating Costs. In making such determination the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at without limiting its sole expense right to do otherwise, to establish separate assessments for the Leased Premises and at a reasonable time convenient to all other portions of the Building by using such criteria as the Landlord, no more frequently than once each yearacting reasonably, shall determine to audit Landlord's books be relevant including, without limitation: (i) the then current established principles of assessment used by the relevant assessment authorities and on the same basis as the assessment actually obtained for the Building as a whole or the part thereof in which the Leased Premises are located; (ii) assessments of the Leased Premises or any other portions of the Building in previous periods of time; (iii) the Proportionate Share; (iv) any act, religion or election of the Tenant or any other occupant of the Building which results in an increase or decrease in the amount of the Taxes which would otherwise have been charged against the Building or any portion thereof; and (v) the quality of construction, use, location of the Leased Premises within the Building or income generated by the Leased Premises and/or the assessors valuation of the Leased Premises or the Building. (c) the Tenant’s Proportionate Share of the Operating Costs of the Building and Rights in Common. For the purpose of this Lease, “Operating Costs” means the aggregate of all costs and expenses incurred or accrued by the Landlord or by others on behalf of the Landlord in connection with the management, supervision, administration, operation, cleaning, maintenance, repair, replacement and insurance of the Building. By way of example and without limiting the generality of the foregoing, Operating Costs shall include the costs of all repairs required in the maintenance of the Building and Rights in Common, heating costs and the cost of steam for heating or other purposes, elevator maintenance costs, equipment rental (fixed or otherwise), the costs of providing hot and cold water, the costs of electricity not otherwise chargeable to any tenant or tenants of the Building, the costs of air-conditioning, window cleaning, snow removal, landscaping, uniforms and security, all fire, casualty, liability and other insurance costs, telephone and other utility costs, the amounts paid under service contracts with independent contractors, all salaries, wages and other remuneration and the cost of benefits paid to employees of the Landlord engaged in operating and maintaining the Building and Rights in Common, sums equal to the additional rent due hereunderannual amounts required to fully amortize on a straight line basis over its useful life, equipment, fixed or otherwise, paid for by the Landlord and used to provide services to the Building and Rights in Common, legal appraisal and accounting fees incurred for the purpose of attempting to reduce Taxes and the various costs referred to in this subsection, business taxes assessed against the Landlord with respect to the Building, that portion of the capital or place of business tax payable by the Landlord and attributable to the Building and Rights in Common, and all other expenses paid or payable by the Landlord in connection with the management and operation of the Building and Rights in Common but excluding Taxes, taxes on income, capital expenditures (save for the annual amortization amounts with respect to equipments fixed or otherwise, paid for by the Landlord and used to provide services to the tenants of the Building), any provisions for depreciation of or in respect of the Building, interest on debt or capital retirement of debt, any amounts directly chargeable by the Landlord to any tenant or tenants of the Building, and the cost of repairs to the extent of insurance proceeds received by the Landlord from claims made with respect to the items so repaired. In If in any year during the event that Term the estimated amount paid Building is not fully leased or occupied, Operating Costs for such year exceeds shall be adjusted to reflect the amount due which would have been payable if the Building had been fully leased and occupied during such year; and (d) The Landlord’s present estimate of the Additional Rent payable pursuant to Section 3.2 and 3.5 is $14.28 per square foot per annum of the gross leasable area of the Leased Premises for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such 2004 calendar year. Although this is a bona fide estimate of the Landlord, the Tenant agrees that it is not intended by the parties to reimburse be relied upon by the Tenant and that such estimate does not impose any liabilities on the Landlord for such amount within thirty (30) days of receipt or affect the obligations of the above-referenced accountingTenant hereunder.

Additional Rent. As additional rental Lessor agrees to pay all operating Expenses (as defined in section 9 below) up to a maximum amount of $3.10 per year for each square foot of rentable floor area in the entire term Building (the "Operating Cost Allowance") .In the event the Operating Expenses shall, in any fiscal year (ending January 31) exceed the Operating Cost Allowance (pro-rated for any partial fiscal year at the beginning or end of this Leasethe Term), Tenant Lessee agrees to pay to the Landlord its Lessor, as Additional Rent, Lessee's pro-rata share of any such excess (the "Excess operating Expenses") .Lessee's pro-rata share shall be determined by multiplying the Excess Operating Expenses by a fraction, the numerator of which shall be the number of rentable square feet in the Premises, and the denominator of which shall be the rentable square footage in the Building (as set out in section 1 above) .Within ninety (90) days following the completion of each fiscal year, Lessor will provide to Lessee a statement showing in reasonable detail the operating expenses of Expenses for the building, as herein defined. If this Lease commences or terminates on a day other than the first or last day of a calendar preceding fiscal year, the Additional Rent due with regard to Lessee's portion of the Excess Operating Expenses, and Lessor's reasonable estimate of Excess Operating Expenses for the then current fiscal year. Lessee shall, on or before forty-five (45) days following receipt of said statement, pay to Lessor the amount of additional rent payable Additional Rent due as provided herein, less the amount of Additional Rent paid in advance (if any) during the preceding fiscal year. Any overpayment will be credited by Tenant applicable Lessor to the next rental payment(s) due. Lessee agrees to pay Additional Rent each month thereafter, in addition to, Base Rent, in an amount reasonably necessary to amortize the estimated Excess Operating Expenses for the then current fiscal year in which such commencement or termination occurs shall be pro-rated in accordance with over a period equal to the lesser of (i) the number of days during such year this Lease was months remaining in effectthe lease Term or (ii) the number of months remaining in the current fiscal year. Landlord Notwithstanding that the lease Term has expired or been terminated, Lessee shall invoice Tenant remain liable for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthlypay to Lessor within thirty (30) days following receipt of an invoice therefor, due at its pro-rata portion of Excess Operating Expenses for the same time as and together with fiscal year (or portion thereof) during which the Base Rent above provided, one-twelfth Term of such estimated amountthis lease expired or was terminated. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant Lessee shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each yeartime, to audit LandlordLessor's books relevant to the additional rent Additional Rent due hereunderunder this section. In Lessor shall reimburse Lessee for the event that cost of such audit if the estimated amount paid audit reveals an overstatement of operating expense for such year exceeds more than five percent (5%) during the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt period of the above-referenced accountingreview.

Additional Rent. As additional rental (a) If, in any calendar year or partial calendar year during the Term hereof (or renewal periods, if any) the Operating Expenses, as hereinafter defined, of the Building and the Developed Parcel should exceed Seven Dollars and 51/100 ($7.51) per rentable square foot of area therein (being the Operating Expenses per rentable square foot in 2007) (such excess being hereinafter referred to as the “Operating Expense Differential”), then as Additional Rent for that year, or partial calendar year, Tenant shall pay its Proportionate Share of the Operating Expense Differential all in accordance with the terms herein. “Proportionate Share” shall be 5.2035% (13,000 rentable square feet in the Building divided by 249,828 rentable square feet in the Building). Notwithstanding the foregoing to the contrary, Tenant shall not be required to pay its Proportionate Share of Operating Expenses for the entire term months of this LeaseMarch, April and May, 2008. (b) At the Commencement Date, or prior to or at the commencement of any calendar year during the Term, Landlord shall deliver to Tenant agrees a written estimate of any Additional Rent (such expense being hereinafter referred to pay to as “Estimated Operating Expense Differential”) which may be due hereunder during the Landlord its pro-rata share of the operating expenses of the building, as herein defined. If calendar year in which this Lease commences or for any such succeeding calendar year as the case may be. For each month, Tenant shall pay 1/12 of the amount of the Estimated Operating Expense Differential for that particular calendar year in addition to the Monthly Base Rent. (c) Landlord shall deliver to Tenant statements showing the actual Operating Expenses of the Building and the Developed Parcel and Tenant’s Proportionate Share thereof (hereinafter referred to as “Statement of Actual Adjustment”) within one-hundred twenty (120) days after the end of any calendar year in which Estimated Operating Expense Differential was paid by Tenant or due Landlord under the provisions hereof, provided, however, any delay in delivery of such Statement of Actual Adjustment shall not be grounds for any claim by or on behalf of Tenant. Within thirty (30) days after the delivery by Landlord to Tenant of such Statement of Actual Adjustment, Tenant shall pay to Landlord the amount by which the actual adjustment exceeds the amount paid by Tenant as Estimated Operating Expense Differential during said previous calendar year, or Landlord shall credit Tenant the amount by which the Estimated Operating Expense Differential exceeded the Statement of Actual Adjustment, or in the event this Lease shall have expired, Landlord will remit to Tenant the excess within said thirty (30) day time frame. Within sixty (60) days after receipt of the Statement of Actual Adjustment, Tenant, at its own cost and expense and at the offices of the Landlord in Denver, Colorado, where books and records for the Building are maintained or at such other place as Landlord may reasonably designate in Denver, Colorado, may examine Landlord’s books and records relating to the Operating Expenses to determine the accuracy of the statement in question. The cost of any audit, including the costs and expenses of services provided by Landlord’s employees or representatives, reasonable administrative costs, costs of copies, and such, shall be borne and paid by Tenant unless such audit determines that Landlord’s statement has overcharged Tenant by more than five percent (5%). If Landlord and Tenant cannot mutually agree upon a settlement of a disputed overcharge within ten (10) days of Tenant’s review, the parties shall select a mutually acceptable independent, certified public accountant to review the records at Tenant’s expense, and the decision of such accountant shall be final and binding upon the parties. Landlord shall pay the fee of such independent accountant and reimburse Tenant for Tenant’s reasonable costs and expenses (not to exceed Two Thousand Five Hundred Dollars ($2,500.00)) in the event such accountant determines that Landlord’s statement has overcharged Tenant by more than five percent (5%); provided, however, under no circumstances shall Landlord pay any fees, costs or expenses relative to an audit performed on a contingency basis. Tenant shall pay the fee of such independent accountant and reimburse Landlord for Landlord’s costs and expenses of such audit in all other events. In any event (whether the audit shows an overcharge or an undercharge), the Tenant’s share of Operating Expense Differential shall be adjusted to correspond with the figures determined in the audit. Further, Tenant shall have no right to audit the books and records of Landlord during any period that Tenant is in default under the terms of this Lease beyond any applicable grace or cure period. Tenant, its agents and representatives, agree that all information of any nature or kind provided or disclosed by Landlord during any such audit shall be held in strict confidence. (d) The computations set forth in this Paragraph shall be made on a calendar year basis except if this Lease commences on a day other than the first day of a calendar year or terminates on a day other than the first or last day of a calendar year, in such event the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs computations shall be pro-rated in accordance with made on the basis of the proportion that the number of days during such year that this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses effect for such calendar yearyears bears to 365. (e) For the purposes of this Lease, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt Operating Expenses shall mean any and all commercially reasonable costs paid or incurred in connection with the operation, servicing, maintenance and repair of the Building and the Building’s proportionate share of Operating Expenses incurred in connection with the maintenance, repair and cleaning of areas within the Developed Parcel, which shall include, but not be limited to the following: (i) All real estate taxes, assessments, governmental levies, county taxes or any other governmental charge, ordinary or extraordinary, unforeseen as well as foreseen, of any kind or nature whatsoever which are or may be assessed or imposed upon the Building and the Developed Parcel or upon rents collected by Landlord under the laws of the United States, Arapahoe County or the State of Colorado, as a substitute in whole or in part for taxes payable or hereinafter imposed on the Building and the Developed Parcel or resulting from or due to any change in method of taxation, but excluding any income, franchise, excise, corporation, estate, inheritance, succession, capital stock or transfer tax levied on Landlord to the extent that it is not a substitute in whole or in part for real estate taxes. For purposes of this paragraph, real estate taxes, assessments, governmental levies, county taxes or any other governmental charge shall be prorated to the Tenant based on the period of time indicated on the tax ▇▇▇▇ rather than the period of time in which it was paid. For example, if real estate taxes for Lease Year 1 are actually paid by Landlord in Lease Year 2 (i.e. the billing is in arrears) Tenant shall remain responsible via an Operating Expense adjustment for its proportionate share of the amount paid in Lease Year 2 indicated for the Lease Year 1 period. The foregoing shall also apply with respect to any other Operating Expenses paid in arrears. (ii) Compensation provided in the form of wages, salaries, fees and such other compensation and benefits (including insurance, welfare, pension or similar fund payments, retirement, vacation, holiday, sick pay and other fringe benefits) as well as any adjustments thereto for the following classes of employees, employees of agents, or agents of Landlord performing services rendered in connection with the management, operation and maintenance of the Developed Parcel and/or the Building, and to the extent time is shared by such employee, the compensation attributed to such employee shall be equitably allocated; a. Building Manager; b. Assistant Building Manager(s); c. clerical and accounting staff; d. window cleaners, porters, janitors, cleaners, dusters, sidewalk shovelers and miscellaneous handymen; e. security personnel, gardeners, caretakers and persons engaged in patrolling and protecting the Building; f. engineers, mechanics, electricians, plumbers and persons engaged in the operating and maintenance of the heating, air conditioning, ventilating, plumbing, electrical and elevator systems of the Building; and g. carpenters, plasterers, painters and other persons engaged in connection with the management, operating and maintenance of the Building. (iii) The uniforms of employees specified in subdivision (ii) above and the cleaning, pressing and replacement thereof. (iv) Payroll taxes, including federal and state unemployment taxes and social security taxes and any other such taxes that may be created, payable in connection with the employment of any of the employees specified in subdivision (ii) above-referenced accounting. (v) Premiums and other charges incurred by Landlord with respect to the following insurance (listed below) on employees specified in subdivision (ii) above, and on the Building and the Developed Parcel as required by Paragraph (20), and, if Landlord elects to self insure some or all of the risks as would normally be covered by insurance, an amount deemed by Landlord in its reasonable discretion to be equal to the amount which would have been incurred if insurance had been purchased (but, in any event, in an amount consistent with amounts paid for other comparable Class A office buildings in the Denver Metro Area): a. fire; extended coverage, including windstorm, hail, explosion, riot, rioting attending a strike, civil commotion, aircraft, vehicle and smoke; all risk; and terrorism; b. public liability; c. elevator; d. boiler damage, water damage, legal liability, and pilferage on equipment and materials for the Building and the Developed Parcel; e. workmen’s compensation as required under applicable state law and employer’s liability for the employees specified in subdivision (ii) above; f. health, accident, disability and group life on employees enumerated in subdivision (ii) above as therein qualified; and g. other insurance which Landlord reasonably deems necessary for a first class office building would carry or which the holder of any mortgage affecting the Building or the Building and the Developed Parcel might require to be carried under the terms of such mortgage. (vi) Costs or premiums incurred for electricity, steam, gas, water or other utilities or fuels required in connection with the operation and maintenance of the Building and the Developed Parcel. (vii) Water and sewer charges. (viii) Repairs or maintenance of the Building and the Developed Parcel and the cost, repair or replacement of supplies, tools, communication devices (including those incidental to monitoring of systems from remote locations) materials and equipment used in connection therewith. (ix) Charges of any independent contractor incurred in connection with operating, maintaining or repairing the Building and its appurtenances, including inspection and servicing of elevator, electrical, plumbing and mechanical equipment, energy management systems and security monitoring systems; and the furnishing of cleaning and janitorial services, base concierge services, if any, and the cost of materials, tools, supplies and equipment used in connection thereof. (x) Sales, use and excise taxes on goods and services purchased or provided by Landlord to properly manage, operate and maintain the Building and the Developed Parcel. (xi) License, permit and inspection fees. (xii) Auditor’s fees for public accounting with respect to the Building and/or the Developed Parcel. (xiii) Legal fees of outside or special counsel retained by Landlord in connection with proceedings for the reduction of real estate taxes, labor relations, or other matters to the extent that the same shall be of general benefit to all tenants in the Building. (xiv) Cost of telephone, telegraph, postage, stationery supplies and other materials required for routine operation of the Building Manager’s office. (xv) Association dues.

Additional Rent. As additional rental It is the agreement and intention of the Lessor and the Lessee that the Minimum Rent to Lessor shall be net, net, net of any and all utility costs, property taxes, insurance costs and any and all other costs, expenses and fees associated in any way with the Leased Premises, the Parking Area, the Access Area, the Common Areas and/or the Building and/or the Real Property and the management, maintenance, insuring and operation thereof provided that such costs, expenses and fees are commercially reasonable and are customarily payable by lessees under triple net leases. The Lessor and the Lessee acknowledge and agree that pursuant to the Budget (hereinafter defined) for the first year of the Term, the estimate of all of the Operating Expenses (hereinafter defined) for the Leased Premises for the first year of the Term is Four and 00/100 Dollars ($4.00) per rentable square foot of space contained in the Leased Premises (i.e., $14,536.00 based upon $4.00 per rentable square foot multiplied by 3,634 square feet contained in the Leased Premises) (the "Annual Estimated Operating Expenses"). Accordingly, the Lessee shall pay for (i) all utility costs to the Leased Premises and the Parking Area or its Proportionate Share of all utilities costs to the entire term Building and the Real Property if such utilities to the Leased Premises are not separately metered, (ii) its Proportionate Share of all utility costs to the Access Area and the Common Areas, as hereinbefore set forth in Paragraph 8 of this Lease), (iii) its Proportionate Share of all property taxes as hereinabove set forth in PARAGRAPH 7 of this Lease, Tenant agrees to pay and (iv) its Proportionate Share of all Grounds Maintenance Costs (hereinafter defined) of the Real Property, and (v) its Proportionate Share of any and all other fees, costs and expenses attributable to the Landlord its pro-rata share management, maintenance, insuring and operation of the operating expenses Building, the Parking Area, the Access Area, the Common Areas and the Real Property (all of the building, aforesaid items are hereinafter collectively referred to as herein definedthe "Operating Expenses"). If Anything contained in this Lease commences to the contrary notwithstanding, the standard business hours for the operation of the Building shall be 7:00 a.m. to 7:00 p.m. Mondays through Fridays and 8:00 a.m. to 1:00 p.m. on Saturdays excluding all legal holidays (collectively, the "Building Standard Hours"). All utilities, if not separately metered for the Leased Premises, applicable to the Leased Premises during Building Standard Hours shall be billed to, and paid by, the Lessee based upon the Lessee's Proportionate Share of the aggregate cost and expense thereof attributable to the entire Building. If, however, the Lessee is desirous of utilizing HVAC services or terminates on other utilities within the Building or the Leased Premises during hours other than during Building Standard Hours, then the Lessee shall coordinate such after-hours use of the same with the Lessor, or the Lessor's management agent, and the Lessee shall be responsible for the payment of an additional charge therefor equal to Twenty-Five Dollars ($25.00) per hour for each floor (or portions of a day floor) within the Leased Premises which are the subject of the Lessee's after-hours use. For purposes of this PARAGRAPH 10, "Grounds Maintenance Costs" shall be all costs and expenses incurred by the Lessor with respect to the grounds maintenance and upkeep of the Real Property including, without limitation, all landscape maintenance and replacement costs, such as grass cutting, the upkeep, maintenance and replacement of all shrubs, plantings and other landscape materials, snow and ice removal from all exterior portions of the Building including all sidewalks, stairways, entrances and exits with respect to all areas of the Building and the Real Property including, without limitation, the Parking Area, the Access Area and the Common Areas and all cleaning and sweeping of the Parking Area, the Access Area and the Common Areas and all other items of maintenance and upkeep associated therewith. Accordingly, all costs, expenses and obligations relating to the Leased Premises, the Parking Area, the Access Area and the Common Areas which may arise or become due during the Term including, but not limited to, any and all costs for utilities, heat, repairs (except for structural repairs to the Leased Premises which shall be the Lessor's sole responsibility as hereinafter provided for) and maintenance costs relating to the Leased Premises, the Parking Area, the Access Area and the Common Areas (other than those maintenance obligations and costs expressly required to be performed, and paid for, respectively, by the Lessor under this Lease), shall be borne, and paid for, by the Lessee as Additional Rent. Any and all sums which may become due and payable by Lessee under the terms of this Lease (other than the first or last day of a calendar year, the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the TenantMinimum Rent), together with said accounting. In any late fees, penalties or additional interest thereon for non-payment shall hereinafter collectively be referred to as "Additional Rent." The Lessor shall be indemnified, defended and held harmless by Lessee against any such costs, expenses and obligations which Lessor may be called upon to pay; provided, however, such costs, expenses and obligations shall be limited to those costs, expenses and obligations directly applying to the event that Leased Premises, the estimate is less than Parking Area, the operating expenses for such calendar year, Tenant agrees Access Area and the Common Areas during the Term which the Lessee shall be required to reimburse Landlord for such amount within thirty (30) days pay pursuant to the terms of receipt of the above-referenced accountingthis Lease.

Additional Rent. As additional rental for In addition to the entire term of this LeaseBase Rent, Tenant agrees to the Lessee shall pay to the Landlord its proLessor additional rent (the "Additional Rent") which shall equal, in each calendar year during the Term, the sum of (a) the Additional Rent payable with respect to the immediately preceding calendar year plus (b) twelve percent (12%) of Excess Gross Revenues for the then current calendar year. Additional Rent shall accrue commencing on December 1, 1998, and shall be payable during the Term, quarterly in arrears, commencing on April 20, 1999 ("Additional Rent Commencement Date") and there shall be an annual reconciliation as provided in Section 3.2 below. Notwithstanding the foregoing, in no event shall any increase to the Additional Rent for any calendar year exceed two and one-rata share half percent (2.5%) of the operating expenses total of Base Rent and Additional Rent payable with respect to the immediately preceding calendar year. Additional Rent payable hereunder for any fractional calendar year shall be prorated so that such Additional Rent shall equal the product of (x) the Additional Rent payable with respect to the immediately preceding calendar year plus an amount equal to twelve percent (12%) of the building, as herein defined. If this Lease commences or terminates on annualized Excess Gross Revenues for the applicable fractional calendar year multiplied by (y) a day other than fraction (the first or last day of a calendar year"Proration Factor"), the amount numerator of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with is the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each the applicable fractional calendar year at and the beginning denominator of such which is 365; provided, however, that, in no event shall the Additional Rent payable during (a) the calendar year, year in which the Additional Rent Commencement Date occurs exceed the product of two and Tenant agrees to prepay monthly, due at one-half percent (2.5%) of the same time as and together with the total of Base Rent above provided, payable with respect to the immediately preceding calendar year multiplied by the applicable Proration Factor and (b) any other fractional calendar year increase by more than the product of two and one-twelfth half percent (2.5%) of such estimated amount. Within a reasonable time after the end total of each calendar year, Landlord will provide Tenant Base Rent and Additional Rent payable with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant respect to the additional rent due hereunder. In immediately preceding calendar year multiplied by the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accountingapplicable Proration Factor.

Additional Rent. As additional rental for (1) During the entire term Term, in addition to the Base Rent, Tenant shall pay to Landlord as Additional Rent, in accordance with this Paragraph 4, (i) Tenant’s Proportionate Share(s) of the total dollar increase, if any, in Operating Expenses (as defined below) attributable to each Computation Year (as defined below) over Base Operating Expenses (as defined below), (ii) Tenant’s Proportionate Share(s) of the total dollar increase, if any, in Insurance Expenses (as defined below) attributable to each Computation Year over Base Insurance Expenses (as defined below), (iii) Tenant’s Proportionate Share(s) of the total dollar increase, if any, in Utility Expenses (as defined below) attributable to each Computation Year over Base Utility Expenses (as defined below), and (iv) Tenant’s Proportionate Share(s) of the total dollar increase, if any, in Taxes (as defined below) attributable to each Computation Year over Base Taxes (as defined below). Notwithstanding anything to the contrary contained in this Lease, Tenant agrees annual average cumulative increases in Tenant’s Proportionate Share of the foregoing increases, with regard to pay Controllable Expenses (as defined below), beginning with the first Computation Year following the Base Year shall not exceed five percent (5%) (“Controllable Cap”), subject to the Landlord its pro-rata share of the operating expenses of the buildingfollowing clarifications: (i) “Controllable Expenses” for purposes hereof shall exclude Utility Expenses, as herein defined. If this Lease commences Taxes and any Operating Expenses imposed or terminates on a day other established by governmental or regulatory authorities, (ii) if Controllable Expenses increase by more than the first or last day of a calendar year, the amount of additional rent payable by Tenant applicable to the year Controllable Cap in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar any given year, Landlord will provide Tenant with an accounting showing may carry over the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient difference to Landlord, no more frequently than once each another year, so long as Controllable Expenses billed to audit Landlord's books relevant to Tenant never increase by more than the additional rent due hereunder. In Controllable Cap on an annual average cumulative basis over the event that the estimated amount paid for such year exceeds the amount due for such year based on such accountingthen applicable Term, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is and (iii) if Controllable Expenses increase by less than the operating expenses for such calendar Controllable Cap in any given year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt may carry over the unused portion of the above-referenced accountingControllable Cap to another year, so long as Controllable Expenses billed to Tenant never increase more than the Controllable Cap on an annual average cumulative basis over the Term.

Additional Rent. As Lessee shall pay to Lessor, as additional rental rent hereunder (“additional rent”), Lessee’s Proportionate Share of the amount by which the annual operating expenses for each year of the term exceeds the annual operating expenses for calendar year 2005 (the “Base Year”). The Lessee’s Proportionate Share (herein so called) shall be the percentage obtained by dividing (a) the number of rentable square feet in the Building as stated above by (b) the rentable square feet in the Building with respect to the charge being prorated at the time a respective charge was incurred. Operating expenses for the entire term Base Year, for the purpose of this Leasecomparisons of the Base Year with subsequent years only, Tenant agrees shall be calculated so as to not include any cost incurred by Lessor (or Synchronics, Inc.) in connection with ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the maintenance employee of Synchronics, Inc. referenced in section 5.05 below, such costs to include, but not be limited to, ▇▇. ▇▇▇▇▇▇▇▇’▇ salary, benefits and associated payroll costs. Lessor shall make a good faith estimate of the additional rent to be due by Lessee for any calendar year or part thereof during the term. During each calendar year or partial calendar year of the term, Lessee shall pay to Lessor, in advance concurrently with each monthly installment of base rent, an amount equal to the Landlord its proestimated additional rent for such calendar year or part thereof divided by the number of months therein. From time to time, Lessor may estimate and re-rata share estimate the additional rent to be due by Lessee and deliver a copy of the operating expenses of the building, as herein definedestimate or re-estimate to Lessee. If this Lease commences or terminates on a day other than the first or last day of a calendar yearThereafter, the amount monthly installments of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs Lessee shall be pro-rated appropriately adjusted in accordance with the number estimations so that, by the end of days during the calendar year in question, Lessee shall have paid all of the additional rent as estimated by Lessor. Any amounts paid based on such year this Lease was in effect. Landlord an estimate shall invoice Tenant for estimated be subject to adjustment as herein provided when actual operating costs expenses are available for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end By January 31 of each calendar year, Landlord will provide Tenant with an accounting showing or as soon thereafter as practicable, Lessor shall furnish to Lessee a statement of operating expenses for the previous year. If Lessee’s estimated payments of operating expenses exceed Lessee’s share of actual operating expenses, then Lessor shall promptly credit or reimburse Lessee for such excess; likewise, if Lessee’s estimated payments of operating expenses for such year are less than Lessee’s share of actual operating expenses, then Lessee shall promptly pay Lessor such deficiency, notwithstanding that the term has expired and Tenant's share thereofLessee has vacated the leased premises. Tenant shall have Within sixty (60) days after Lessor furnishes to Lessee the rightactual statement of operating expenses for the previous year, Lessee may, at its sole expense and at a reasonable time convenient to Landlordexpense, no more frequently than once each yearduring Lessor’s normal business hours, elect to audit Landlord's Lessor’s books relevant to and records. Lessor shall cooperate fully with such audit. After verification, Lessor shall credit any overpayment determined by the additional audit report against the next rent due hereunder. In the event that the estimated amount paid for and owning by Lessee or, if no further rent is due, refund such year exceeds the amount due for such year based on such accounting, Landlord agrees overpayment directly to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount Lessee within thirty (30) days of determination. Likewise, Lessee shall pay Lessor any underpayment determined by the audit report within thirty (30) days of determination. The foregoing obligations shall survive the expiration or earlier termination of the Lease. If the audit proves that Lessor’s calculation of operating expenses for the calendar year under inspection was overstated by more than five percent (5%) in the aggregate, then, after verification, Lessor shall pay Lessee’s reasonable out-of-pocket audit and inspection fees for said audit within thirty (30) days after receipt of the above-referenced accountingLessee’s invoice therefor.

Additional Rent. As additional rental Tenant shall pay to Landlord the amount (per each rentable square foot in the Premises) (“Additional Rent”) by which the annual Operating Costs (defined below) per rentable square foot in the Building or Complex, as applicable, for each year of the entire term Term exceed the annual Operating Costs per rentable square foot in the Building or Complex, as applicable, for calendar year 2006 (the “Base Year”). Notwithstanding the foregoing, for purposes of calculating the amount payable by Tenant under this Section 1, Operating Costs (with the exception of Uncontrollable Expenses (defined below)) per rentable square foot in the Building or Complex, as applicable, shall not exceed for any calendar year during the Term of this Lease, Tenant agrees to pay to the Landlord its pro-rata share of the operating expenses of the building, as herein defined. If this Lease commences or terminates on a day other than the first or last day of a calendar year, the amount of additional rent Operating Costs per rentable square foot in the Building or Complex, as applicable, for the preceding calendar year plus six percent (6%). The term “Uncontrollable Expenses” means expenses relating to the cost of utilities, insurance, real estate taxes and other uncontrollable expenses (such as, but not limited to, increases in the minimum wage which may affect the cost of service contracts). Landlord may make a good faith estimate of the Additional Rent to be due by Tenant for any calendar year or part thereof during the Term. During each calendar year or partial calendar year of the Term after the Base Year, Tenant shall pay to Landlord, in advance concurrently with each monthly installment of Base Rent, an amount equal to the estimated Additional Rent for such calendar year or part thereof divided by the number of months therein. From time to time, Landlord may estimate and re-estimate the Additional Rent to be due by Tenant and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Additional Rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated appropriately adjusted in accordance with the number estimations so that, by the end of days during the calendar year in question, Tenant shall have paid all of the Additional Rent as estimated by Landlord. Any amounts paid based on such year this Lease was in effect. Landlord an estimate shall invoice Tenant for estimated operating costs be subject to adjustment as herein provided when actual Operating Costs are available for each calendar year at year. Operating Costs for the beginning Base Year, for the purpose of comparisons of the Base Year with subsequent years only, shall be calculated so as to not include any of the following to the extent such calendar components are not also included in the comparison year: market-wide labor-rate increases due to extraordinary circumstances, including boycotts and strikes; utility rate increases due to extraordinary circumstances, including conservation surcharges, boycotts, embargos or other shortages; or amortized costs relating to capital improvements (the foregoing items being collectively referred to as the “Extraordinary Operating Costs”). However, to the extent any such Extraordinary Operating Costs are also included in the comparison year, and Tenant agrees then, for the purposes of comparison to prepay monthly, due at the same time as and together with the Base Rent above providedYear, one-twelfth of such estimated amount. Within a reasonable time after Extraordinary Operating Costs shall also be included in the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereofBase Year. Tenant shall have not be obligated to pay the rightAdditional Rent, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant Taxes or Insurance obligations set forth in this Exhibit C relating to the additional rent due hereunder. In Must Take Space until the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accountingMust Take Space Commencement Date.

Additional Rent. As additional rental 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 also include all amounts paid directly by Sublandlord to parties other than Sublandlord to the extent related to the Sublease Premises (e.g. real property taxes assessed against the tenant improvements in the Sublease Premises, landscape maintenance, and parking lot maintenance). . For purposes hereof, “Subtenant’s Proportionate Share” means, during any period during the Term, the number of rentable square feet for which Subtenant is paying Base Rent pursuant to Section 3(a)(i) above, divided by the number of rentable 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 entire term remainder of this Lease, Tenant agrees to pay to calendar year 2003 or the Landlord its pro-rata share of the operating expenses of the building, as herein defined. If this Lease commences or terminates on a day other than the first or last day of a succeeding calendar year, the amount of additional rent payable by Tenant applicable to the year as applicable. Subtenant shall pay Additional Rent in which equal monthly installments based upon such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above estimate; provided, one-twelfth of such estimated amountthat the estimate statement may be revised and reissued by Sublandlord from time to time. Within a reasonable time 120 days after the end of each calendar year, Landlord will provide Sublandlord shall give to Tenant with an accounting showing a statement, which shall indicate the operating expenses Additional Rent incurred or accrued for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses 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 agrees to reimburse Landlord for such amount within shall pay, with its next installment of Base Rent due, but in no event later than thirty (30) days of after receipt of such statement the above-referenced accountingfull 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 Sublease Premises, when the final determination is made of the Additional Rent due from Subtenant for the Term, Tenant shall immediately pay to Sublandlord any amounts due. Upon request, Sublandlord shall furnish to Subtenant copies of any invoices for items constituting Additional Rent hereunder.

Additional Rent. As additional rental Tenant shall pay to Landlord the amount (per each rentable square foot in the Premises) ("ADDITIONAL RENT") by which the annual Operating Costs (defined below) per rentable square foot in the Building for each year of the entire term Term exceed the annual Operating Costs per rentable square foot in the Building for calendar year 2005 (the "BASE YEAR"). Landlord may make a good faith estimate of this Leasethe Additional Rent to be due by Tenant for any calendar year or part thereof during the Term. During each calendar year or partial calendar year of the Term after the Base Year, Tenant agrees to shall pay to Landlord, in advance concurrently with each monthly installment of Base Rent, an amount equal to the estimated Additional Rent for such calendar year or part thereof divided by the number of months therein. From time to time, Landlord its promay estimate and re-rata share estimate the Additional Rent to be due by Tenant and deliver a copy of the operating expenses of the building, as herein definedestimate or re-estimate to Tenant. If this Lease commences or terminates on a day other than the first or last day of a calendar yearThereafter, the amount monthly installments of additional rent Additional Rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated appropriately adjusted in accordance with the number estimations so that, by the end of days during the calendar year in question, Tenant shall have paid all of the Additional Rent as estimated by Landlord. Any amounts paid based on such year this Lease was in effect. Landlord an estimate shall invoice Tenant for estimated operating costs be subject to adjustment as herein provided when actual Operating Costs are available for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with . Operating Costs for the Base Rent above providedYear, one-twelfth for the purpose of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt comparisons of the aboveBase Year with subsequent years only, shall be calculated so as to not include market-referenced accountingwide labor-rate increases due to extraordinary circumstances, including boycotts and strikes; utility rate increases due to extraordinary circumstances, including conservation surcharges, boycotts, embargos or other shortages; or amortized costs relating to capital improvements.

Additional Rent. As additional rental for Lessee shall pay to Lessor throughout the entire term of this LeaseLease the following: a. Lessee shall pay a sum equal to eight and 75/100 percent (8.75%) of the Real Estate taxes. The term "Real Estate Taxes" shall mean all real estate taxes, Tenant agrees all assessments and any taxes in lieu thereof which may be levied upon or assessed against the Premises of which the Demised Premises are a part. Lessee, in addition to all other payments to Lessor by Lessee required hereunder shall pay to Lessor, in each year during the Landlord its pro-rata term of this Lease and any extension or renewal thereof, Lessee's proportionate share of the operating expenses of the building, as herein defined. If this Lease commences or terminates on a day other than such real estate taxes and assessments paid in the first or last day of a calendar year, the amount of additional rent payable instance by Tenant applicable to the Lessor. Any tax year in which such commencement or termination occurs commencing during any lease year shall be pro-rated in accordance with the number of days during deemed to correspond to such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar lease year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated taxing authorities include in such real estate taxes and assessments the value of any improvements made by Lessee, or of machinery, equipment, fixtures, inventory or other personal property or assets of Lessee, then Lessee shall pay all the taxes attributable to such items in addition to its proportionate share of said aforementioned real estate taxes and assessments. A photostatic copy of the tax statement submitted by Lessor to Lessee shall be sufficient evidence of the amount paid of taxes and assessments assessed or levied against the Premises of which the Demised Premises are a part. b. A sum equal to eight and 75/100 percent (8.75%) of the annual aggregate operating expenses incurred by Lessor in the operation, maintenance and repair of the Premises. The term "Operating Expenses" shall include but not be limited to maintenance, repair, replacement and care of all common area lighting, common area plumbing and roofs, parking and landscaped areas, signs, snow removal, non-structural repair and maintenance of the exterior of the Building, insurance premiums, management fee, wages and fringe benefits of personnel employed for such year exceeds the amount due work, costs of equipment purchased and used for such year based on such accountingpurposes, Landlord agrees to return such amount and the cost or portion thereof properly allocable to the Tenant, Premises (amortized over such reasonable period as Lessor shall determine together with said accountingthe interest at the rate of twelve percent (12%) per annum on the unamortized balance) of any capital improvements made to the Building by Lessor after the Base Year which result in a reduction of Operating Expenses or made to the Building by Lessor after the date of this Lease that are required under any governmental law or regulation that was not applicable to the Building at the time it was constructed. c. In no event shall the event that the estimate is total adjusted monthly rent be less than base rent as defined in Article 42 Dollars ($ see Article 42) per month. The payment of the operating expenses for such calendar year, Tenant agrees sums set forth in this Article 3 shall be in addition to reimburse Landlord for such amount the Base Rent payable pursuant to Article 2 of this Lease. All sums due hereunder shall be due and payable within thirty (30) days of delivery of written certification by Lessor setting forth the computation of the amount due from Lessee. In the event the lease term shall begin or expire at any time during the calendar year, the Lessee shall be responsible for his pro-rata share of Additional Rent under subdivisions a. and b. during the Lease and/or occupancy time. Prior to commencement of this Lease and prior to the commencement of each calendar year thereafter commencing during the term of this Lease or any renewal or extension thereof, Lessor may estimate for each calendar year (i) the total amount of Real Estate Taxes; (ii) the total amount of Operating Expenses; (iii) Lessee's share of Real Estate Taxes for such calendar year; (iv) Lessee's share of Operating Expenses for such calendar year; and (v) the computation of the annual and monthly rental payable during such calendar year as a result of increases or decreases in Lessee's share of Real Estate Taxes, and Operating Expenses. Said estimates will be in writing and will be delivered or mailed to Lessee. The amount of Lessee's share of Real Estate Taxes, and Operating Expenses for each calendar year, so estimated, shall be payable as Additional Rent, in equal monthly installments, in advance, on the first day of each month during such calendar year at the option of Lessor. In the event that such estimate is delivered to Lessee before the first day of January of such calendar year, said amount, so estimated, shall be payable as additional rent in equal monthly installments, in advance on the first day of each month during such calendar year. In the event that such estimate is delivered to Lessee after the first day of January of such calendar year, said amount, so estimated, shall be payable as additional rent in equal monthly installments, in advance, on the first day of each month over the balance of such calendar year, with the number of installments being equal to the number of full calendar months remaining in such calendar year. Upon completion of each calendar year during the term of this Lease or any renewal or extension thereof, Lessor shall cause its accountants to determine the actual amount of the Real Estate Taxes, and Operating Expenses payable in such calendar year and Lessee's share thereof and deliver a written certification of the amounts thereof to Lessee. If Lessee has underpaid its share of Real Estate Taxes, or Operating Expenses for such calendar year, Lessee shall pay the balance of its share of same within ten (10) days after the receipt of such statement. If Lessee has overpaid its share of Real Estate Taxes, or Operating Expenses for such calendar year, Lessor shall either (i) refund such excess, or (ii) credit such excess against the abovemost current monthly installment or installments due Lessor for its estimate of Lessee's share of Real Estate Taxes, and Operating Expenses for the next following calendar year. A prorata adjustment shall be made for any ???????? based upon the number of days of the term of the Lease during said calendar year as compared to three hundred sixty-referenced accountingfive (365) days and all additional sums payable by Lessee or credits due Lessee as a result of the provisions of this Article 3 shall be adjusted accordingly.

Additional Rent. As additional rental for used in this Lease Agreement, the entire term "Operating Year" shall mean a twelve month period beginning on January 1 and ending on December 31 of the same calendar year. If in any Operating Year which falls in whole or in part within the term of this LeaseLease Agreement (or renewal periods, if any) the Operating Expenses as hereinafter defined per rentable square foot of the Building should exceed $5.95 per rentable square foot of area therein, Tenant agrees to shall pay to the Landlord its pro-rata share additional rent for that Operating Year or for that part of the Operating Year falling within the term of this Lease Agreement. Operating Expenses per rentable square foot shall be determined by dividing Operating Expenses by the total rentable area of the Building as set forth in Exhibit 1 hereto. The excess of Operating Expenses rentable per square foot over $5.95 shall be defined as the Operating Expense Differential. Additional rent payable by Tenant shall be the Operating Expense Differential times the number of rentable square feet leased under this Lease Agreement as set forth in Paragraph 1 of this Lease Agreement. Provided, however, Tenant's operating expenses will be capped at a five percent (5%) increase annually based upon the 1998 base year of $5.95 per square foot during the buildinginitial and any renewal term. It is provided however, as herein defined. If that additional rent for any Operating Year which does not fall entirely within the term of this Lease commences or terminates on a day other than the first or last day of a calendar year, Agreement shall be the amount of additional rent payable computed for that entire Operating Year multiplied by the fraction created by dividing the number of days in the Operating Year which fall within the term of this Lease Agreement by 365. Also provided, however, that if the expenses are less than $5.95 per square foot, Landlord will credit that amount against future rental payments if any, or if not, Landlord will pay to Tenant applicable the adjustment in cash, within thirty (30) days. At the commencement of this Lease Agreement and at or prior to the commencement of any Operating Year during the term hereof, Landlord may deliver to Tenant a written estimate of any additional rent (such expense being hereinafter referred to as "Estimated Operating Expense Differential") which may be due hereunder during the year in which this Lease Agreement commences or for any such commencement succeeding year as the case may be, whereupon the monthly rental for such full or termination occurs partial Operating Year shall be pro-rated in accordance with increased by 1/12th of the number amount of days during such year this Lease was in effectthe Estimated Operating Expense Differential for the particular year. Statements showing the actual total of Operating Expenses of the Building and Tenant's proportionate share thereof (hereinafter referred to as "Statement of Actual Adjustment") shall be delivered by Landlord shall invoice to Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within within a reasonable period of time after the end of each calendar year, any Operating Year in which Estimated Operating Expenses Differential was paid by Tenant or due Landlord will provide Tenant with an accounting showing under the operating expenses for such year and Tenant's share thereofprovisions hereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within Within thirty (30) days after the delivery by Landlord to Tenant of receipt such Statement of Actual Adjustment, Tenant shall pay to Landlord the above-referenced accountingamount by which the actual adjustment exceeds the amount paid by Tenant as Estimated Operating Differential during said previous Operating Year, subject in any event to a five (5%) percent increase cap or Landlord shall credit Tenant the amount by which the Estimated Operating Expense Differential exceeded the Statement of Actual Adjustment.

Additional Rent. As additional rental for Tenant shall pay and maintain records of payment of public liability and property damage insurance, and the entire term costs of this Leasecommon area maintenance on the Premises and shall on an annual basis present statements of account on the same expenses and collect from Subtenant, Tenant agrees to pay to the Landlord its pro-rata as Additional Rent, as then existing. Subtenant's share of the operating common area maintenance expenses of the building, as herein defined. If this Lease commences or terminates on a day other than the first or last day of a calendar year, the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with proportional based on the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, pilots and Tenant agrees to prepay monthly, due at the same time as and together personnel associated with the Base aircraft fleet of Subtenant. The proportion may change based on changes in the type, size and requirements of the aircraft fleet and the number of personnel associated with the aircraft fleet. TENANT SHALL CONTRIBUTE $950.00 PER MONTH AS ADDITIONAL RENT. Additional Rent above providedshall be made with each monthly Rent payment. Adjustment in the monthly Additional Rent payment shall be made by March 1, one-twelfth based on the actual expenditures of such estimated amountthe preceding twelve month period. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds If the amount due for such year based on such accountingcollected does not equal the actual expenditures, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount adjustment shall be made annually as required within thirty (30) days of receipt Tenant's rendering of account. For purposes of this paragraph, "Common Area Maintenance Expense" shall include all costs and expenditures incurred by Tenant in maintaining and operating refuse collection facilities and removal; parking lot and tarmac sweeping and snow removal; parking lot and tarmac repairs and maintenance including patching, resurfacing and repainting; common area lighting maintenance, security; sidewalk cleaning; landscaping maintenance and repair, including replacing and renovation of plant material; irritation associated expenses; personnel expenses associated with the above-referenced accountingabove functions. Tenant may enter into reasonable contracts for the execution of these common area maintenance functions. The Premises are owned by the City of Spartanburg. As they are publicly owned, they should be exempt from ad valorem taxation. However, should the Premises become subject to ad valorem taxation, the amount of such taxes shall, for purposes of this Section, be included as a common area expense and shall be collected proportionately from Subtenant as Additional Rent.

Additional Rent. As additional rental for The Additional Rent as outlined in this Clause 3 is predicated in part upon estimated Additional Rent on a square foot basis (hereinafter "Additional Rent" as defined in this Clause 3(b). For the entire term remainder of this Leasecalendar year 2000, Tenant agrees to shall pay to the Landlord its pro-rata share of the operating expenses of the buildingLessor monthly, as herein definedestimated Additional Rent based on current Real Estate Tax and Operating Cost amounts. If this Lease commences or terminates on a day other than Prior to the first or last day of a calendar year, the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for January each calendar year at thereafter, Lessor shall furnish Lessee with an estimate of the beginning of such Additional Rent for the ensuing calendar year, and Tenant agrees to prepay monthly, due at . The monthly installments of the same time as and together with the Base Additional Rent above provided, shall be increased or decreased by one-twelfth of the ratio of the number of square feet of net usable area in the Leased Premises to total useable square feet in the Building multiplied by such estimated amountestimate. Within a reasonable time after For the end purpose of each calendar year, Landlord will provide Tenant with an accounting showing this Lease: (a) Additional Rent shall be deemed to mean the operating expenses for such year and Tenant's pro rata share thereofof all "Real Estate Taxes" (as defined in Clause 3(d) due and payable during the Lease Term for the Building and of all "Operating Costs" (as defined in Clause 3(e)) relating to the Building incurred by Lessor in connection with the ownership, operation, and maintenance of the Building during the Lease Term. Tenant The Lessor shall have the rightright to equitably adjust the amount included in Operating Costs for the costs of those services (if any) which are provided to less than all of the tenants of the Building, at its sole expense so that Lessor is reimbursed for all (but not more than all) of such costs; provided, however, that nothing in this sentence contained shall permit Lessor to adjust Operating Costs so as to recover the costs of providing services to vacant space (excluding vacant space in the Leased Premises) in the Building. (b) It is agreed by Lessor and at a reasonable time convenient to LandlordTenant, no more frequently than once each yearfor purposes of calculating Tenant's pro rata share, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds usable area in the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event Building is 47,328 square feet and that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt usable area of the above-referenced accountingLeased Premises is 26,069 square feet, and is subject to adjustment if the usable square footage in the building should change during the lease term.

Additional Rent. As In addition to the Base Rent, Tenant agrees for each year subsequent to the Base Year to pay an additional rental for rent ("Additional Rent") based upon Tenant's proportional share of the entire term excess of operating costs in each such subsequent year over Landlord's operating costs in the Base Year. For purposes of this Lease, the "Base Year" shall be 1999. Additional Rent will be payable in equal monthly installments during each year based upon the cost increases for such year, as estimated by Landlord, with an adjustment to be made at such time as the actual operating costs for such year are determined. Operating Costs as used herein shall be the Landlord's costs during each calendar year for real estate taxes and special assessments, heat air conditioning and ventilation, energy costs, elevator service, cleaning and janitorial services, security, landscaping and care of grounds, supplies, maintenance, repairs, painting wall and window washing, tools and equipment (which are not required to be capitalized for Federal Income Tax purposes) labor, including all wages and salaries and all Social Security and other taxes which may be levied upon such wages and salaries, insurance and all other costs properly constituting direct operating costs according to standard accounting practices including administrative and management expense but not including depreciation of building or equipment, interest, income taxes, costs of maintaining the Landlord's corporate existence or any costs required to be capitalized for Federal Income Tax purposes or any expenses listed hereinafter under "Exclusions to Operating Costs". The proportionate share of Tenant agrees to pay shall be computed by multiplying the excess of Operating Costs, if any, for the applicable subsequent year over the operating costs for the Base Year by the ratio of the rentable area of the Premises to the Landlord its pro-rata share total rentable area of the operating expenses Building, it being agreed that the rentable area of the buildingPremises is 23,086 square feet and the total rentable area of the Building is 61,217 square feet. Landlord shall, as herein defined. If this Lease commences or terminates on a day other soon as conveniently possible and in any event not later than February 1st in each year, advise Tenant of the first or last day amount of a calendar Additional Rent and thereafter Tenant shall pay the Additional Rent indicated, which Additional Rent shall apply to the then current lease year, such new rates being applied to any months to which the Base Rent shall then have been paid as well as the unexpired months of the current lease year, the amount adjustment for the then expired months to be made at the payment of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs next succeeding monthly rental. Under no circumstances shall the total monthly rental be pro-rated in accordance with less than the number of days during such year this Lease was in effectscheduled monthly Base Rent provided herein. Landlord shall invoice Tenant for estimated keep separate books of account and records covering all operating costs of the Building for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time least three (3) years after the end close of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant and its duly authorized representative shall have the right, right to audit and inspect Landlord's books and records relating to such operating costs. Any such audit (a) shall be conducted at its sole expense Landlord's headquarters during regular business hours and at a reasonable time convenient upon five (5) business days advance written notice to Landlord, no and (b) shall not be conducted more frequently than once each in any calendar year, to audit Landlord. If Tenant's books relevant to the additional rent due hereunder. In the event inspection of such records shall disclose that the estimated amount paid for Tenant's aggregate monthly payments on account of such year exceeds the amount due for such year based on such accountingcosts were greater than Tenant's actual pro rata share thereof, Landlord agrees to return such amount to the Tenantshall, within twenty (20) days after written notice thereof, refund any excess paid by Tenant together with said accounting. In interest thereon at the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accountingInterest Rate.

Additional Rent. As additional rental for In addition to the entire term of this LeaseBase Rent, Tenant agrees to pay to as additional rent (the Landlord “Additional Rent”) its pro-pro rata share of the operating all Landlord’s expenses of management fees for the buildingBuilding, 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 not include capital costs and expenses, as herein defineddefined 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. If this Lease commences or terminates on a day other than Three Percent (3%) of the first or last day of a calendar yeargross 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 amount management fee shall not exceed Four Percent of additional rent payable the gross annual rents generated by the Building. Landlord and Tenant applicable agree that water and sewer charges will be separately metered to the year in which such commencement or termination occurs 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 pro-rated in accordance with the number responsibility of days during such year this Lease was in effectthe Landlord. Tenant shall begin paying its pro rata share of Operating Expenses on the Rent Commencement Date. Failure of Tenant to pay any sums required hereunder shall be deemed as a failure to pay rent. Landlord shall invoice Tenant for estimate the Operating Expenses and shall provide notice thereof at least annually on the anniversary of this Lease. Said estimated operating costs for each calendar year at Operating Expenses shall be payable in advance on the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the day that Base Rent above provided, one-twelfth is due in installments equal to 1/12 of such the estimated amountOperating Expenses. Within a reasonable time after Each year during the Lease Term and within the ninety (90) days next following the end of each calendar year, Landlord will provide 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 shall make adjustments for underpayment of Tenant’s pro rata share of said Operating Expenses, which underpayment Tenant shall pay with an accounting showing Tenant’s next monthly payment of Tenant’s pro rata share of said Operating 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 until such overpayment is exhausted. Payments of additional rent received more than five (5) days after the operating due date may be subject to a late payment penalty equal to 2% of the payment amount for each month the payment is late. ▇▇▇▇▇ ▇ ▇▇▇ ▇ ▇▇▇▇▇ ▇▇ 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 such year and Tenant's share thereof. Tenant shall have painting, redecorating, or other work which Landlord performs for any tenant in the rightBuilding; any expense which is payable by fewer than all the tenants of the Building; interest, at its sole expense and at a reasonable time convenient amortization, or other payments on loans to Landlord, no more frequently than once each yearwhether secured or unsecured; depreciation of the Building or other said improvements; ground rent; salaries, wages or other compensation paid to audit any employee above the grade of building superintendent or building manager, including all officers or executives of Landlord's books relevant ; 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 additional rent 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 hereunderto 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. In Supplementing the event that foregoing, (1) to the estimated extent any person whose wage, salary, fringe benefits and taxes (payroll and workers’ compensation, etc,) are included in the Operating Expenses does not devote his/her entire time to the Building, then said wage, salary, fringe benefits and other items shall be included only in proportion to the amount paid of time spent with respect to the 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 year exceeds service shall not exceed the amount due for such year based on such accounting, Landlord agrees to return such amount to reasonable and customary cost charged by an independent third party performing the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accountingsame services.

Additional Rent. As (a) In addition to the foregoing minimum rent, all other payments to be made by TENANT to LANDLORD shall be deemed to be and shall become additional rental rent hereunder whether or not the same be designated as such; and shall be due and payable on demand or together with the next succeeding installment of rent, whichever shall first occur; and LANDLORD shall have the same remedies for failure to pay the entire term same as for a nonpayment of rent. LANDLORD, at its election, shall have the right to pay or do any act which requires the expenditure of any sums of money by reason of the failure or neglect of TENANT to perform any of the provisions of this Lease, Tenant and in the event LANDLORD shall at its election pay such sums or do such acts requiring the expenditure of monies. TENANT agrees to pay LANDLORD. upon demand, all such sums, and the sum so paid by LANDLORD, shall be deemed additional rent and be payable as such. (b) TENANT shall also pay the following expenses: real estate taxes, property insurance, lawn maintenance, and ICOT association fees, all of such items collectively shall be known as “Operating Expenses”. Prior to January 31st of each year, LANDLORD shall furnish to TENANT, Landlord’s estimate of the additional rent with respect to the Landlord its pro-rata share coming year, that is, the real estate taxes, premium for property insurance, estimated lawn maintenance, and ICOT Net Lease association fees. TENANT will then pay to LANDLORD on the first day of each month as additional rent an amount equal to one twelfth (1112) of Landlord’s estimate of the operating expenses of additional rent. Until LANDLORD shall furnish a revised estimate to the buildingTENANT, as herein defined. If this Lease commences or terminates TENANT shall continue to pay to LANDLORD on a day other than the first or last day of a calendar year, each month an amount equal to the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs preceding month. Said additional rent shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time adjusted after the end of each calendar yearthe year to reflect the actual expenditures incurred, Landlord will provide Tenant and any shortage shall be billed to TENANT, and any overpayment shall be credited to TENANT. The obligation of the TENANT with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant respect to the additional payment of all rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt shall survive termination of the above-referenced accountinglease.

Additional Rent. As additional rental (1) Subject to the other provisions of this Section 601(B) and Sections 605(B) and (C) of this Lease, in consideration for the entire term Authority’s operations and maintenance obligations under this Lease with respect to the Facilities, including providing Utilities and performance of those obligations set forth in Articles X and XI of this Lease, Tenant agrees will pay the Authority monthly additional rent (“Additional Rent”), in arrears, on or before the fifteenth (15th) day of each calendar month for the prior calendar month. Subject to pay to Section 601(B)(8) below, the Landlord its pro-rata share Additional Rent that is assessed by the Authority for a particular calendar month will be calculated solely on basis of the operating expenses square footage of the buildingLeased Premises that was Occupied by Tenant during that calendar month. (2) During the Initial Term, as herein defined. If this Lease commences or terminates on a day other than the first or last day Tenant’s monthly payments of a Additional Rent shall be paid based upon an annual Additional Rent, per calendar year, of Six Dollars and 20/100 ($6.20) per square foot (the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount“Additional Rental Per Square Foot Per Annum”). Within a reasonable time one hundred twenty (120) days after the end of each calendar yearyear during the Term, Landlord the Authority shall provide Tenant with a statement showing the actual costs and expenses incurred by the Authority in owning, operating, insuring, maintaining, repairing, and replacing the Land, the Facilities, the Facilities Systems, the Equipment, and all other aspects and components of the Land and the Facilities (the “Actual Facilities Costs and Expenses”), and, to the extent reasonably requested by Tenant, will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereundersupporting data therefor. In the event that the estimated Actual Facilities Costs and Expenses per square foot of the total Facilities, for that calendar year, are less than $6.20 per square foot of the Facilities (the “Estimated Facilities Costs and Expenses”), Tenant shall be entitled to a credit from the Authority against future Additional Rent that would otherwise be payable by Tenant under this Lease, which credit shall be in an amount paid for such year exceeds calculated as follows: one-half (1/2) times the amount due that equals the Additional Rent that was actually assessed against Tenant for such that calendar year (based on the Estimated Facilities Costs and Expenses) minus the amount of Additional Rent that should have been assessed against Tenant for that calendar year (based on the Actual Facilities Costs and Expenses) provided such accountingnumber is a positive number. If there are any overpayment credits against Additional Rent remaining under this Section as of the expiration or sooner termination of the Term of this Lease, Landlord agrees to return such amount those overpayment credits will be applied toward any unpaid Additional Rent assessed for periods prior to the expiration or sooner termination of the Term; and any remaining overpayment credits that are not applied toward any unpaid Additional Rent assessed for periods prior to the expiration or sooner termination of the Term will be paid to the Tenant in cash. (3) The Additional Rent shall be increased during the Extension Term as provided in Section 501(B) above. (4) Notwithstanding subsection (B)(1) above, Tenant will not be charged any Additional Rent with respect to the Hangar 4 Office Space (as defined in Exhibit B) at any time during the Term. (5) As it relates to Occupancy and subsequent de-Occupancy of Leased Premises, if Tenant Occupies a particular portion of the Leased Premises during less than all of a calendar month, Tenant shall be assessed a prorata portion of the Additional Rent based on the number of days Tenant Occupies that portion of the Leased Premises during that calendar month. Notwithstanding the preceding sentence, however, prior to the third (3rd) anniversary of the Effective Date, Additional Rent will not be assessed with respect to any particular Bay at the Leased Premises for any seven (7) consecutive day period during the months of July and August, during which Tenant does not conduct Tenant’s Business in that Bay. For purposes of the preceding sentence, Tenant shall be deemed to have conducted Tenant’s Business in a particular Bay during a particular seven (7) day period if Tenant Occupied and had at least one (1) aircraft in that Bay on at least one (1) day during that seven (7) day period. (6) If, at any time, Tenant adequately demonstrates to Authority that Tenant’s operations are specifically and directly responsible for a material reduction in operating costs at the Facilities, the entire demonstrated cost savings shall be applied as a reduction to Tenant’s Additional Rent over the remaining Term of the Lease; however, going forward Tenant must continue to demonstrate its direct responsibility for the reduction in operating costs. (7) By way of example, if on July 1, 2005, Tenant is Occupying 300,000 square feet of Leased Premises, of which 25,000 square feet is Hangar 4 Office Space and another 100,000 square feet constitutes empty Bay space for one seven (7) consecutive day period during the month, the Additional Rent that would be assessed by the Authority for that calendar month would be an amount equal to $130,416.66 (i.e., ((300,000 square feet — 25,000 square feet) x $6.20 per square foot per annum) /12 months) — ((7 days/31 days) x (100,000 square feet x $6.20 per square foot per annum/12 months)). (8) Notwithstanding anything in this Lease to the contrary, however, and regardless of which (if any) portions of the Leased Premises that Tenant elects to Activate and regardless of which (if any) portions of the Leased Premises that Tenant is Occupying or using from time to time, Tenant hereby agrees that commencing on the earlier of (a) December 1, 2004 or (b) the first date that any aircraft of Tenant’s customer(s) is located at the Leased Premises, and continuing thereafter during the Term of this Lease, Tenant shall be obligated to pay monthly Additional Rent on at least two (2) Bays (the “Minimum Additional Rent” and, together with said accountingthe Minimum Base Rent, the “Minimum Monthly Rent”). In Minimum Additional Rent is subject to increase, in the event same manner and at the same time as the Minimum Base Rent, as provided in Section 401(G) above and Section 2105(A)(3) below. Authority and Tenant hereby acknowledge and agree that Tenant has exercised its Expansion Option to the estimate Expansion Space and Tenant’s Minimum Monthly Rent shall increase such that, during the term that Tenant is less than leasing the operating expenses for such calendar yearExpansion Space, Tenant agrees (1) shall be obligated to reimburse Landlord for such amount within thirty pay Minimum Base Rent on at least four (304) days of receipt of Bays, plus the above-referenced accounting.Hangar 4 Office Space, and (2) shall be obligated to pay Minimum Additional Rent on at least four (4)

Additional Rent. As additional rental for (a) Taxes & Insurance (1) In the entire term event the "Tax and Insurance Expenses" (as defined below) of the Building shall in any calendar year during the ten-n of this LeaseLease exceed the actual 1996 cost of these two items, then with respect to such excess (the "Tax and Insurance Differential"), Tenant agrees to pay to the Landlord its pro-rata as additional rental Tenant's prorata share of the operating expenses "Tax and Insurance Differential" within ten (10) days following receipt of an invoice from Landlord stating the amount due. The prorata share to be paid by Tenant is approximately Two and Sixty Hundredths percent (2.60%) and this is computed by dividing square footage referenced in paragraph three of this lease agreement by the approximate total project square footage of 111,113 subject, however, to adjustment for any expansion of the buildingLeased Premises. In the case of a multibuilding Project, if such Tax and Insurance Expenses are not separately assessed to the Building but are assessed against the Project as herein defined. If a whole, Landlord shall determine the portion of such Tax and Insurance Expenses allocable to the Building in which the Leased Premises are located. (2) At or prior to the commencement of this Lease and at any time during the Lease term, Landlord may deliver to Tenant a written estimate of any additional rent applicable to the Leased Premises (based on the prorata share stated above) which may be anticipated for excess Taxes and Insurance Expenses during the calendar year in which this Lease commences or terminates on a day other than the first or last day of a for any succeeding calendar year, as the case may be. Based upon such written estimate, the monthly Base Rental shall be increased by one-twelfth (1/12) of the estimated additional rent. (3) Statements showing the actual Tax and Insurance Expenses (as well as the actual Common Area Maintenance as defined in Paragraph 6 (b) below) and Tenant's proportionate share thereof (hereinafter referred to as the "Statement of Actual Adjustment") shall be delivered by Landlord to Tenant after any calendar year in which additional rental was due by Tenant. Within ten (10) days after the delivery by Landlord to Tenant of such Statement of Actual Adjustment, Tenant shall pay Landlord the amount of any additional rental shown on such statement as being due and unpaid. If such Actual Adjustment shows the Tenant has paid more than the amount of additional rent payable by rental actually due from Tenant applicable for the preceding calendar year and if Tenant is not then in default under this Lease, Landlord shall credit the amount of such excess to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, next base Rental installment due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and from Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accounting.

Additional Rent. As additional rental for (a) Taxes, Insurance and Common Area Maintenance (1) In the entire event the "Tax, Insurance and Common Area Maintenance Expenses" (as defined below) of the Building shall in any calendar year during the term of this LeaseLease exceed the sum of $Base Year 1998 per square foot, then -------------- with respect to such excess (the "Tax, Insurance and Common Area Maintenance Differential"), Tenant agrees to pay to the Landlord its pro-as additional rental Tenant's pro rata share of the operating expenses Tax, Insurance and Common Area Maintenance Differential within ten (10) days following receipt of an invoice from Landlord stating the amount due. The pro rata share to be paid by Tenant is Sixteen and Thirty Two Hundredths --------------------------------- percent (16.32%) subject, however, to adjustment for any expansion of the buildingLeased ----- Premises. In the case of a multi-building Project, if such Tax, Insurance and Common Area Maintenance Expenses are not separately assessed to the Building but are assessed against the Project as herein defined. If a whole, Landlord shall determine the portion of such Tax, Insurance and Common Area Maintenance Expenses allocable to the Building in which the Leased Premises are located. (2) At or prior to the commencement of this Lease and at any time during the Lease term, Landlord may deliver to Tenant a written estimate of any additional rent applicable to the Leased Premises (based on the pro rata share stated above) which may be anticipated for excess Tax, Insurance and Common Area Maintenance Expenses during the calendar year in which this Lease commences or terminates on a day other than the first or last day of a for any succeeding calendar year, as the case may be. Based upon such written estimate, the monthly Base Rental shall be increased by one-twelfth (1/12) of the estimated additional rent. (3) Statements showing the actual Tax and Insurance Expenses (as well as the actual Common Area Maintenance Expenses, as defined in Paragraph 6(b) below) and Tenant's proportionate share thereof (hereinafter referred to as the "Statement of Actual Adjustment") shall be delivered by Landlord to Tenant after any calendar year in which additional rental was paid or due by Tenant. Within ten (10) days after the delivery by Landlord to Tenant of such Statement of Actual Adjustment, Tenant shall pay Landlord the amount of any additional rental shown on such statement as being due and unpaid. If such Statement of Actual Adjustment shows that Tenant has paid more than the amount of additional rent payable by rental actually due from Tenant applicable for the preceding calendar year and if Tenant is not then in default under this Lease, Landlord shall credit the amount of such excess to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, next Base Rental installment due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and from Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accounting.

Additional Rent. As additional rental Commencing on the Commencement Date, and in each calendar year thereafter during the Term, Tenant shall pay in advance on a monthly basis to Landlord, without deduction or set off, an amount equal to Tenant’s allocable share (“Tenant’s Share”) of the following: a. Taxes payable on the Project (“Taxes”) to the extent such taxes are projected to exceed the taxes for the entire term Project in calendar year 2015 (“Base Year”); b. All insurance premiums payable by Landlord for insurance with respect to the Project (“Insurance Premiums”) to the extent such Insurance Premiums are projected to exceed the Insurance Premiums for the Project in the Base Year or to the extent such Insurance Premiums result directly from any improvements made by Tenant or any activities conducted by Tenant; and c. Operating Expenses payable by Landlord with respect to the Project to the extent such Operating Expenses are projected to exceed the Operating Expenses for the Base Year. “Operating Expenses” are all reasonable operating costs and expenses related to the maintenance, operation and repair of the Project incurred by Landlord, including but not limited to a management fee not to exceed five percent (5%) of Fixed Rent; common area utilities; and the cost of capital repairs, capital replacements, capital improvements or capital equipment, including only those (i) required by laws enacted on or after the date of this Lease for which Landlord is required to comply under this Lease, but not those capital repairs, capital replacements, capital improvements and capital equipment required by laws with which Tenant agrees is required to pay comply under the terms of this Lease or by which Landlord is required to comply and Tenant is required to reimburse Landlord for the Landlord its pro-rata share costs of the operating expenses of the buildingsuch compliance as additional rent, as herein defined. provided under this Lease, or (ii) installed at the Building to reduce Operating Expenses (each a “Capital Improvement”); If this Landlord shall purchase, make or install any Capital Improvement, then the costs for the same shall be amortized beginning in the Lease commences or terminates on a day other than the first or last day of a calendar year, the amount of additional rent payable by Tenant applicable to the year Year (as defined below) in which such commencement item is purchased, made or termination occurs installed and continuing for the lesser of the useful life of such item or the projected period of time required to recover the cost of such item in reduced Operating Expenses, as reasonably determined by Landlord, at a rate equal to two hundred fifty (250) basis points above the prime rate of interest published under the heading “Money Rates” by the Wall Street Journal on the date that the purchase, manufacture or installation of such Capital Improvement is completed. Notwithstanding anything herein contained, Tenant shall not be required to pay for any annual increase in the costs incurred by Landlord for Controllable Operating Expenses (as hereafter defined) to the extent such increase exceeds five percent (5%) per year on a cumulative basis after the Base Year. “Controllable Operating Expenses” shall consist of those Operating Expenses which are within Landlord’s reasonable control. Taxes, common area utility costs, insurance premiums and the cost of snow removal shall not be considered to be Controllable Operating Expenses. Tenant’s obligations to pay increases in Taxes, Insurance Premiums and Operating Expenses shall be pro-rated each calculated separately and shall for all purposes be treated and considered as additional rent. (Fixed Rent plus additional rent are herein referred to collectively as “Rent”.) Tenant shall pay, in accordance with the number monthly installments in advance, on account of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning Tenant's Share of such calendar yearTaxes, Insurance and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above providedOperating Expenses, one-twelfth of the estimated amount of the increase of such estimated amountTaxes, Insurance Premiums and Operating Expenses for such year in excess of the Base Year as reasonably determined by Landlord. Within a reasonable time after Prior to the end of the calendar year in which the Lease commences and thereafter for each successive calendar year (each, a "Lease Year"), or part thereof, Landlord shall send to Tenant a statement of projected increases in Taxes, Insurance Premiums and Operating Expenses in excess of the Base Year and shall indicate the respective amounts of Tenant’s estimated monthly installments of Taxes, Insurance Premiums and Operating Expenses. As soon as administratively available, Landlord shall send to Tenant a statement of actual Taxes, Insurance Premiums and Operating Expenses for the prior calendar year showing the actual amount of Tenant’s Share of each for the prior calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid prepaid by Tenant for such year Taxes, Insurance or Operating Expenses exceeds the amount that was actually due for such year based on such accountingthat item, then Landlord agrees shall issue a credit to return such Tenant in an amount equal to the Tenantover charge, together which credit Tenant may apply to future payments on account of that item until Tenant has been fully credited with said accountingthe over charge. In the event that Landlord has undercharged Tenant, then Landlord shall send Tenant an invoice with the estimate is less than the operating expenses for such calendar yearadditional amount due, which amount shall be paid in full by Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accountingreceipt.

Additional Rent. As additional rental for In addition to the entire term of this LeaseBase Rent, Tenant agrees the LESSEE shall begin to pay to the Landlord its pro-rata share LESSOR ("Additional Rent"), on the first (1st) day of each and every month beginning on the first (1st) day of January, 2001 and continuing during the balance of the operating Term of this Lease. LESSEE shall pay for all costs and expenses of incurred or expected to be incurred by the building, as herein definedLESSOR in connection with the Demised Premises (the "Operating Costs"). If this Lease commences or terminates on a day other than The LESSOR shall provide the first or last day of a calendar year, LESSEE with the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at Operating Costs as soon as practicable after the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will shall estimate the total Operating Costs for the then current year (which shall be based both on actual experience and anticipated changes) and shall notify the LESSEE in writing of the LESSEE'S share which shall be payable in equal monthly installments during the then current year, retroactive to January 1 of the then current year. At such time, the LESSOR shall also determine the actual Operating Costs for the preceding year and shall provide Tenant LESSEE with an accounting showing thereof, and in the operating expenses event that it is determined that the LESSEE has either overpaid or underpaid during the preceding year, the LESSEE'S payments each month for the then current year will be decreased proportionally to reimburse the LESSEE for such year and Tenant's share thereofoverpayment or increased proportionally to reimburse the LESSOR for such underpayment. Tenant shall have the rightThe LESSOR, at its sole expense from time to time, and at a reasonable time convenient to Landlordany time, no more frequently than once each during the course of any year, upon presentation of supporting documentation, may readjust the LESSEE'S monthly payments of additional rent, such adjustment to audit Landlord's books relevant take effect beginning as of the first (1st) day of the month following thirty (30) days written notification by the LESSOR to the additional rent due hereunderLESSEE, which readjustment shall be based on actual or anticipated changes in a) taxes and b) Operating Costs for the then current year that were not included in the original estimate for such year. Upon the execution of this Lease, the LESSEE shall also pay to the LESSOR one half (1/2) of the annual premiun for flood insurance (estimated to be $23,000.00 per year) and shall continue to pay one twelfth (1/12th) of the entire annual premium each month as Additional Rent. In the event that the estimated amount shall prove to be either too large or too small an appropriate adjustment shall be made between the parties. After the expiration of one (1) year, provided that there is no default by the LESSEE under the provisions of this LEASE, the LESSEE shall not be required to make payments on account of the annual premium for flood insurance, for a period of six (6) months. The parties will cooperate with each other to attempt to secure a reduction in the flood hazard insurance premium and to secure the best rate, the costs of such action to be shared by the parties annually. For purposes of this paragraph, Operating Costs shall include the following LESSOR'S costs, expenses and charges incurred in connection with the Demised Premises: a) real estate taxes including betterment assessments, b) insurance premiums including hazard, liability and rent interruption insurance and, if required, flood hazard insurance, c) water and sewer use charges (if paid for such year exceeds by the LESSOR,, d) management fees in the amount due for such year based on such accounting, Landlord agrees to return such amount to of seven thousand dollars per ($7,000.00) year; and e) the Tenant, together with said accountingLESSEE'S proportionate share of any capital expenditures made by the LESSOR as required under Paragraph 11 of this Lease. In the event that the estimate is less than LESSEE occupies the operating expenses Premises for a period which does not include an entire Year, there shall be an appropriate adjustment made between the LESSOR and the LESSEE. LESSEE, upon written notice to LESSOR, shall have the right, at LESSEE'S sole cost and expense, to examine the LESSOR'S records and computations used to establish the Operating Costs, such calendar year, Tenant agrees examination to reimburse Landlord for such amount within thirty be at least five (305) business days of after receipt of such notice and to be at such reasonable time and place so as not to unreasonably interfere with the above-referenced accountingbusiness of the LESSOR. If the discrepancy exceeds five per cent (5%) in the amount so charged to the LESSEE, which discrepancy results in an overcharge to LESSEE, then the LESSOR shall pay the reasonable cost of the LESSEE'S examination. In the event that the LESSEE'S said examination discloses that there is a discrepancy in the amount of the Operating Costs charged to the LESSEE, the LESSOR shall immediately repay to the LESSEE any amount that the LESSEE had been overcharged.

Additional Rent. As additional rental for (A) Commencing on the entire term January 1, 2012 with regard to Operating Expenses, Taxes, Janitorial Costs, and Snow Removal Costs (as such are defined below), and in each calendar year thereafter during the Term, Tenant shall pay in advance on a monthly basis to Landlord Tenant’s share of Operating Expenses, Taxes, Janitorial Costs, and Snow Removal Costs in excess of the Operating Expenses, Taxes, Janitorial Costs, and Snow Removal Costs in the calendar year 2011 (“Base Year”); Tenant’s share is 11.17% (“Tenant’s Share”), which is (10,870)/(97,277) expressed as a percentage, which Tenant’s Share may increase or decrease as the Building or Premises size increases or decreases. Operating Expenses are defined as all reasonable operating costs and expenses related to the maintenance, operation and repair of the Project incurred by Landlord, except to the extent excluded pursuant to Section 4(B) hereof (“Operating Expenses”), including but not limited to management fee not to exceed four percent (4%) of Rent; common area electric; and capital expenditures and capital repairs and replacements shall be included as operating expenses solely to the extent of the amortized costs of same over the useful life of the improvement in accordance with generally accepted accounting principles and provided such expenses have the effect of reducing Recognized Expenses or are required by a governmental authority after the date of this Lease, Tenant agrees to pay ; insurance premiums which are defined as all insurance premiums payable by Landlord for insurance with respect to the Project. Taxes are defined as all taxes, assessments and other governmental charges (“Taxes”), including special assessments for public improvements or traffic districts which are levied or assessed against the Project during the Term or, if levied or assessed prior to the Term, which properly are allocable to the Term, and real estate tax appeal expenditures incurred by Landlord its pro-rata share to the extent of any reduction resulting thereby. Nothing herein contained shall be construed to include as Taxes: (A) any inheritance, estate, succession, transfer, gift, franchise, corporation, net income or profit tax or capital levy that is or may be imposed upon Landlord or (B) any transfer tax or recording charge resulting from a transfer of the operating expenses Building or the Project; provided, however, that if at any time during the Term the method of taxation prevailing at the commencement of the buildingTerm shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as herein definedsuch there shall be levied, assessed or imposed (i) a tax on the rents received from such real estate, or (ii) a license fee measured by the rents receivable by Landlord from the Premises or any portion thereof, or (iii) a tax or license fee imposed upon Premises or any portion thereof, then the same shall be included in the computation of Taxes hereunder. If this Lease commences Janitorial Costs are defined as all costs associated with trash and garbage removal and recycling and cleaning and sanitizing the Building (“Janitorial Costs”). Snow Removal Costs are defined as all costs associated with the removal of snow and ice from the Project (“Snow Removal Costs). Collectively Operating Expenses, Snow Removal Costs, Taxes and Janitorial Costs shall be referred to as “Recognized Expenses”. (B) Notwithstanding the foregoing, the term “Operating Expenses” shall not include any of the following: (a) Repairs or terminates other work occasioned by fire, windstorm or other casualty or by the exercise of the right of eminent domain; (b) Leasing commissions, accountants’, consultants’, auditors or attorneys’ fees, costs and disbursements and other expenses incurred in connection with negotiations or disputes with other tenants or prospective tenants or other occupants, or associated with the enforcement of any other leases or the defense of Landlord’s title to or interest in the real property or any part thereof; (c) Costs incurred by Landlord in connection with construction of the Building and related facilities, the correction of defects in construction of the Building or the discharge of Landlord’s Work; (d) Costs (including permit, licenses and inspection fees) incurred in renovating or otherwise improving or decorating, painting, or redecorating the Building or space for other tenants or other occupants or vacant space; (e) Depreciation and amortization; (f) Costs incurred due to a breach by Landlord or any other tenant of the terms and conditions of any lease and/or arising from the negligence or willful misconduct of Landlord or any of the Landlord Parties; (g) Overhead and profit increment paid to subsidiaries or affiliates of Landlord for management or other services on or to the Building or for supplies, utilities or other materials, to the extent that the costs of such services, supplies, utilities or materials exceed the reasonable costs that would have been paid had the services, supplies or materials been provided by unaffiliated parties on a day reasonable basis for comparable buildings in the Princeton, New Jersey area; (h) Interest on debt or amortization payments on any mortgage or deeds of trust or any other than the first borrowings and any ground rent; (i) Ground rents or last day of a calendar year, the amount of additional rent rentals payable by Tenant applicable Landlord pursuant to any over-lease or any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord; (j) Costs incurred in managing or operating any “pay for” parking facilities within the Project or of having a third party operate and manage the parking area serving the Building or Project to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. extent that Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at would not incur the same time as if Landlord self operated and together managed such parking area; (k) Any fines or fees for Landlord’s failure to comply with the Base Rent above providedgovernmental, onequasi-twelfth of such estimated amount. Within a reasonable time after the end of each calendar yeargovernmental, Landlord will provide Tenant with an or regulatory agencies’ rules and regulations; (l) Legal, accounting showing the operating and other expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient related to Landlord’s financing, no more frequently than once each yearre-financing, to audit mortgaging or selling the Building or the Project; (m) Taxes or income taxes of Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty ; (30n) days of receipt of the above-referenced accounting.Snow and ice removal costs;

Additional Rent. As additional rental for From and after the entire term of this LeaseCommencement Date, the Tenant agrees to shall pay to the Landlord its pro-rata share in lawful money of Canada, without any deduction, abatement or setoff whatsoever, Additional Rent for the Leased Premises equal to the aggregate of the operating expenses of the building, as herein defined. If this Lease commences or terminates on a day other than the first or last day of a calendar year, following amounts: (a) the amount of additional rent Taxes imposed in respect of the Leased Premises provided that if a separate assessment is issued or allocated in respect of the Leased Premises but not a separate tax ▇▇▇▇, then the amount of the Taxes payable by the Tenant applicable shall be equal to the year amount obtained by multiplying such assessment by the applicable commercial mill rate; plus the Tenant’s Proportionate Share of Taxes imposed in which such commencement respect of the Service Areas and Leasable Service Areas, if separately assessed; (b) if there is no separate assessment issued or termination occurs allocated in respect of the Leased Premises, the Taxes charged against the Leased Premises shall be pro-rated in accordance with determined by the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating acting reasonably, the costs for each calendar year at the beginning of such calendar year, and Tenant agrees making such determination to prepay monthly, due at be included in the same time as and together with Operating Costs. In making such determination the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at without limiting its sole expense right to do otherwise, to establish separate assessments for the Leased Premises and at a reasonable time convenient to all other portions of the Building by using such criteria as the Landlord, no more frequently than once each yearacting reasonably, shall determine to audit Landlord's books be relevant including, without limitation: (i) the then current established principles of assessment used by the relevant assessment authorities and on the same basis as the assessment actually obtained for the Building as a whole or the part thereof in which the Leased Premises are located; (ii) assessments of the Leased Premises or any other portions of the Building in previous periods of time; (iii) the Proportionate Share; (iv) any act, religion or election of the Tenant or any other occupant of the Building which results in an increase or decrease in the amount of the Taxes which would otherwise have been charged against the Building or any portion thereof; and (v) the quality of construction, use, location of the Leased Premises within the Building or income generated by the Leased Premises and/or the assessors valuation of the Leased Premises or the Building. (c) the Tenant’s Proportionate Share of the Operating Costs of the Building and Rights in Common. For the purpose of this Lease, “Operating Costs” means the aggregate of all costs and expenses incurred or accrued by the Landlord or by others on behalf of the Landlord in connection with the management, supervision, administration, operation, cleaning, maintenance, repair, replacement and insurance of the Building. By way of example and without limiting the generality of the foregoing, Operating Costs shall include the costs of all repairs required in the maintenance of the Building and Rights in Common, heating costs and the cost of steam for heating or other purposes, elevator maintenance costs, equipment rental (fixed or otherwise), the costs of providing hot and cold water, the costs of electricity not otherwise chargeable to any tenant or tenants of the Building, the costs of air-conditioning, window cleaning, snow removal, landscaping, uniforms and security, all fire, casualty, liability and other insurance costs, telephone and other utility costs, the amounts paid under service contracts with independent contractors, all salaries, wages and other remuneration and the cost of benefits paid to employees of the Landlord engaged in operating and maintaining the Building and Rights in Common, sums equal to the additional rent due hereunderannual amounts required to fully amortize on a straight line basis over its useful life, equipment, fixed or otherwise, paid for by the Landlord and used to provide services to the Building and Rights in Common, legal appraisal and accounting fees incurred for the purpose of attempting to reduce Taxes and the various costs referred to in this subsection, business taxes assessed against the Landlord with respect to the Building, that portion of the capital or place of business tax payable by the Landlord and attributable to the Building and Rights in Common, and all other expenses paid or payable by the Landlord in connection with the management and operation of the Building and Rights in Common but excluding Taxes, taxes on income, capital expenditures (save for the annual amortization amounts with respect to equipments fixed or otherwise, paid for by the Landlord and used to provide services to the tenants of the Building), any provisions for depreciation of or in respect of the Building, interest on debt or capital retirement of debt, any amounts directly chargeable by the Landlord to any tenant or tenants of the Building, any costs incurred by the Landlord or relating to the leasing of space or premises in the Building (including leasing commissions) and the cost of repairs to the extent of insurance proceeds received by the Landlord from claims made with respect to the items so repaired. In If in any year during the event that Term the estimated amount paid Building is not fully leased or occupied, Operating Costs for such year exceeds shall be adjusted to reflect the amount due which would have been payable if the Building had been fully leased and occupied during such year; and (d) The Landlord’s present estimate of the Additional Rent payable pursuant to Section 3.2 and 3.5 is $14.07 per square foot per annum of the gross leasable area of the Leased Premises for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such 2007 calendar year. Although this is a bona fide estimate of the Landlord, the Tenant agrees that it is not intended by the parties to reimburse be relied upon by the Tenant and that such estimate does not impose any liabilities on the Landlord for such amount within thirty (30) days of receipt or affect the obligations of the above-referenced accountingTenant hereunder.

Additional Rent. As additional rental for (a) Taxes, Insurance and Common Area Maintenance (1) In the entire event the "Tax, Insurance and Common Area Maintenance Expenses" (as defined below) of the Building shall in any calendar year during the term of this LeaseLease exceed the sum of $Base Year 1999 per square foot, then -------------- with respect to such excess (the "Tax, Insurance and Common Area Maintenance Differential"), Tenant agrees to pay to the Landlord its pro-as additional rental Tenant's pro rata share of the operating expenses Tax, Insurance and Common Area Maintenance Differential within ten (10) days following receipt of an invoice from Landlord stating the amount due. The pro rata share to be paid by Tenant is Twenty and Forty Seven Hundredths --------------------------------- percent (20.47%) subject, however, to adjustment for any expansion of the buildingLeased ----- Premises. In the case of a multi-building Project, if such Tax, Insurance and Common Area Maintenance Expenses are not separately assessed to the Building but are assessed against the Project as herein defined. If a whole, Landlord shall determine the portion of such Tax, Insurance and Common Area Maintenance Expenses allocable to the Building in which the Leased Premises are located. (2) At or prior to the commencement of this Lease and at any time during the Lease term, Landlord may deliver to Tenant a written estimate of any additional rent applicable to the Leased Premises (based on the pro rata share stated above) which may be anticipated for excess Tax, Insurance and Common Area Maintenance Expenses during the calendar year in which this Lease commences or terminates on a day other than the first or last day of a for any succeeding calendar year, as the case may be. Based upon such written estimate, the monthly Base Rental shall be increased by one-twelfth (1/12) of the estimated additional rent. (3) Statements showing the actual Tax and Insurance Expenses (as well as the actual Common Area Maintenance Expenses, as defined in Paragraph 6(b) below) and Tenant's proportionate share thereof (hereinafter referred to as the "Statement of Actual Adjustment") shall be delivered by Landlord to Tenant after any calendar year in which additional rental was paid or due by Tenant. Within ten (10) days after the delivery by Landlord to Tenant of such Statement of Actual Adjustment, Tenant shall pay Landlord the amount of any additional rental shown on such statement as being due and unpaid. If such Statement of Actual Adjustment shows that Tenant has paid more than the amount of additional rent payable by rental actually due from Tenant applicable for the preceding calendar year and if Tenant is not then in default under this Lease, Landlord shall credit the amount of such excess to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, next Base Rental installment due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and from Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accounting.

Additional Rent. As ▇▇▇▇▇▇ agrees to pay, monthly, as additional rental rent Tenant’s proportionate share of all expenditures incurred by Landlord in managing, maintaining, repairing, replacing, operating, securing, lighting and cleaning the building and common areas of the Real Estate. The operating expenses shall also include real estate taxes, and the cost of building insurance. Tenant’s proportionate share of such costs shall be based on the proportion of the total square foot area the Leased Premises bears to the total square foot rentable in the building. During the term of this lease Tenant will occupy 5,250 square feet of the current total rentable area of 10,715 square feet. The monthly payments may be based on the Landlord’s reasonable estimate of the costs as set forth in Section 4.3 and subject hereto made at the beginning of each lease year. At the end of each lease year, Landlord will furnish a statement of all costs subject hereto and ▇▇▇▇▇▇’s share thereof certified by Landlord. If, at the end of any lease year, the amount paid by Tenant is greater than its share as shown on said statement, the excess is credited against the next rent payments due hereunder. If at the end of any lease year, the amount paid by Tenant is less than its share as shown on said statement, the deficiency is payable with the next monthly rent payment due hereunder. Additional rent is currently estimated at $5 per rentable square foot (including Taxes as defined in Article 7 herein) at the time of the signing of this lease and may be adjusted annually. Notwithstanding the foregoing, during the Term, Tenant’s share of Controllable Operating Expenses (as defined herein) shall be the lesser of: (i) that amount calculated by increasing Tenant’s share of the Base Year (as defined herein) Controllable Operating Expenses by five percent (5%) each calendar year on a cumulative basis (the “Controllable Operating Expense Cap”); or (ii) Tenant’s proportionate share of the current year’s actual Controllable Operating Expenses. Lease Agreement For purposes of this Lease “Controllable Operating Expenses” shall include all Operating Expenses except real estate taxes, general liability insurance and commercial property insurance, utilities, and costs for snow and ice removal. For purposes of calculating the entire term increase in Controllable Operating Expense Cap each year during the Term of this Lease, Tenant agrees to pay to the Landlord its pro-rata share “Base Year” shall be Tenant’s Share of Controllable Operating Expenses for the operating expenses of the building, as herein defined. If this Lease commences or terminates on a day other than the first or last day of a 2019 calendar year, the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accounting.

Additional Rent. As additional rental for TENANT hereby acknowledges and agrees that LANDLORD shall incur various charges, costs and expenses in conjunction with the entire term operation and maintenance of LANDLORD'S PROPERTY, particularly the OFFICE BUILDING, pursuant to this LEASE (which 3 7 charges, costs and expenses are hereinafter collectively referred to as "OPERATING COSTS") which OPERATING COSTS are more fully described in "EXHIBIT C", attached hereto and made a part hereof. TENANT hereby agrees that it shall pay to LANDLORD, in addition to the rent hereinabove referred to, a portion of such OPERATING COSTS, which portion shall be determined by a ratio having as its numerator the total number of square feet contained in the PREMISES and as its denominator, the total number of square feet contained in the OFFICE BUILDING (which ratio is hereinafter referred to as "TENANT'S PRO RATA SHARE"). LANDLORD and TENANT hereby mutually acknowledge and agree that, as of the date of execution of this LeaseLEASE, Tenant agrees TENANT'S PRO RATA SHARE is 66 2/3%, the exact amount of which shall be determined upon delivery of exclusive possession and certified to in writing, which writing shall be signed by LANDLORD and TENANT. Further, LANDLORD shall have the right to make a good faith estimate as to the OPERATING COSTS which LANDLORD reasonably expects to incur within any calendar year and provide TENANT with written notification of such estimate (as well as reasonable detail concerning its calculation) and TENANT shall pay to the Landlord its pro-rata share of the operating expenses of the building, as herein defined. If this Lease commences or terminates on a day other than the first or last day of a calendar year, the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, LANDLORD one-twelfth (1/12) of such estimated amountannual estimate, together with TENANT'S rent, without further notice or demand, based upon LANDLORD'S most recent notice of TENANT'S PRO RATA SHARE of the OPERATING COSTS. Within a reasonable time LANDLORD'S preliminary estimate of such OPERATING COSTS is $6.20 per square foot. LANDLORD shall, within three (3) months after the end close of each calendar year, Landlord will provide Tenant TENANT with an accounting showing itemized statement setting forth the operating expenses actual OPERATING COSTS incurred by the LANDLORD during said calendar year, as well as TENANT'S PRO RATA SHARE thereof. Should the total of the TENANT'S estimated monthly payments actually made for such year be less than TENANT'S PRO RATA SHARE, TENANT shall pay to LANDLORD the full amount of any such deficiency within one (1) month after the date of receipt of LANDLORD'S itemized statement. Should the total of TENANT'S estimated monthly payments actually made be greater than the TENANT'S PRO RATA SHARE of the increase in such OPERATING COSTS, TENANT shall be entitled to a credit for the full amount of any such excess, which credit shall be set off against estimated monthly payments to be made in the future, unless the term of this LEASE has expired, in which case, such credit shall be paid to TENANT at the time of rendering the itemized statement. LANDLORD shall keep books and Tenant's share thereofrecords reflecting actual Operating Expenses as calculated in accordance with generally accepted accounting principles consistently applied. Tenant TENANT shall have the right, exercisable within one (1) month after receipt of LANDLORD'S annual itemized statement, upon giving two (2) days prior written notice, at its sole expense and at a reasonable any time convenient to Landlord, no more frequently than once each yearduring normal business hours, to audit, with accountants selected by TENANT, LANDLORD'S books and records relating to OPERATING COSTS for the time period covered in such statement. Any excess charge discovered as a result of such audit Landlord's books relevant shall be credited against future monthly installments of annual estimates, unless the then term of this LEASE shall have expired, in which event, the full amount of such excess shall be immediately paid to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accountingtenant.

Additional Rent. As In addition to the Base Rent, Lessee shall pay to Lessor, as additional rental for rent, the entire amounts described in subparagraphs 4(a), 4(b) and 4(c) below: (a) (i) Commencing January 1 following 1992 (the "Base "Year) or on the Commencement Date, whichever is later, and continuing thereafter during each year of the term of this Lease, Tenant agrees in the event Lessor determines that Lessor's cost of "taxes and assessments," as hereinafter defined, will increase above an amount equal to the greater of (A) the actual cost for taxes and assessments for the Base Year or (B) $0.45 per square foot contained in the Building, then Lessee shall, in equal monthly installments with the Base Rent, pay to Lessor as additional rent the Landlord its pro-pro rata share amount of such anticipated increase attributable to the Premises. The term "taxes and assessments" shall include every type of tax, charge or impost now or hereafter assessed against the Building or the Land, including, but not limited to, ad valorem taxes, special assessments and governmental charges, excepting only income taxes imposed upon Lessor; the term "taxes and assessments" shall include any tax levied or imposed upon or assessed against the rent reserved hereunder or income arising herefrom to the extent the same is in lieu of or a substitute for any of the operating expenses taxes and assessments hereinabove described; and such term shall also include any reasonable expenses, including fees and disbursements of attorneys, tax consultants, arbitrators, appraisers, experts and other witnesses, incurred by Lessor in contesting any taxes or the assessed valuation of all or any part of the buildingBuilding or the Land. Provided, as herein defined. If this Lease commences however, that the taxes and assessments for any particular year shall not include increases in taxes and assessments for previous years, even though such increases are assessed or terminates on a day other than the first or last day are payable in such particular year. (ii) Prior to January 1 of a calendar year, the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at (except the beginning Base Year) during the term of this Lease, Lessor shall estimate the increase for that calendar year in taxes and assessments and shall deliver to Lessee a statement of ▇▇▇▇▇▇'s share of such calendar yearincrease. Lessee shall deliver the prorated, and Tenant agrees monthly amount of such increase (for the period prior to prepay monthly, due at the same time as and together receipt of such statement) to Lessor with the next regular payment of Base Rent above providedRent. Promptly following receipt of the actual tax bills, one-twelfth Lessor shall notify Lessee of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year actual increase and Tenant's share thereof. Tenant any adjustment necessary shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant be made to the additional rent rental payments next coming due hereunderunder this subparagraph 4(a). (iii) Lessee shall pay, or cause to be paid, before delinquency, any and all taxes levied or assessed during the term of this Lease, upon all improvements installed by Lessee in the Premises, ▇▇▇▇▇▇'s other leasehold improvements, equipment, furniture, fixtures and any other personal property located on the Premises. In the event that any or all of said improvements, ▇▇▇▇▇▇'s other leasehold improvements, equipment, furniture, fixtures and other personal property shall be assessed and taxed with the estimated amount paid for Building or the Land, Lessee shall pay to Lessor its share of such year exceeds taxes within ten (10) calendar days after delivery to Lessee by Lessor of a statement in writing setting forth the amount due for of such year based on such accounting, Landlord agrees to return such amount taxes attributable to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accountingabove property.

Additional Rent. As additional rental A. Tenant shall pay or cause to be paid to Landlord, commencing on the date hereof and thereafter on the first day of each month during the Lease Term (as same may be extended), such amounts as Landlord from time to time estimates as reasonably necessary to create and maintain a reserve fund to be held by Landlord (or its lenders or ground lessors), without interest, from which to pay all impositions of any kind whatsoever due against the Demised Premises one month prior to the date same become due without interest or penalty (including without limitation all real estate taxes, assessments, liens and charges on or against the Demised Premises or any part thereof or relating in any way to the operations at the Demised Premises), all frontage assessments and charges and all premiums for insurance required to be maintained by Tenant under this Lease including without limitation the entire term property, liability and life insurance herein referenced (collectively, "Impositions"). In the event of any default under the terms of this Lease, Tenant agrees any part or all of such reserve fund may be applied in such fashion as Landlord may determine and Landlord shall be entitled to pay refuse to disburse such deposits following any such default. If one month prior to the Landlord its pro-rata share due date of any such Impositions the operating expenses amount then on deposit therefor shall be insufficient for the payment of the buildingsuch obligation in full, as herein defined. If this Lease commences or terminates on a day other than the first or last day of a calendar yearTenant, within five (5) days after written notice from Landlord, shall deposit the amount of additional rent payable by Tenant applicable to the year in which such commencement deficiency with Landlord. Until expended or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time applied as and together with the Base Rent above provided, one-twelfth any amounts in the reserve fund pursuant to this Section 4.3 (and all amounts held by or for Landlord relating to insurance or condemnation proceeds) shall constitute additional security for the payment and satisfaction of all of Tenant's obligations hereunder. The reserve fund (including all amounts held by or for Landlord relating to insurance or condemnation proceeds) shall not constitute a trust fund and may be commingled with other monies held by Landlord. No earnings or interest on the reserve fund (or on any amounts held by or for Landlord relating to insurance or condemnation proceeds) shall be payable to Tenant. Provided no default under the terms of this Lease then exists, Landlord shall apply the amounts in the reserve fund to the payment of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year Impositions as and Tenant's share thereof. Tenant shall have the right, at its sole expense when same become due and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant payable if and to the additional rent due hereunder. In the event that the estimated amount paid extent sufficient funds for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accountingsame are then available.

Additional Rent. As additional rental for Subtenant shall pay to Sublandlord, in advance on the entire term first day of this each and every calendar month during the Sublease Term, commencing on the Commencement Date, an amount equal to the sum of: (x) 1/12 of Tenant’s Share (as defined in Section 5 of the Main Lease, and which the parties agree is 100%) of the then current Annual Estimate (as defined in Section 5 of the Main Lease, and which the parties agree may be revised by the Main Landlord from time to time) of Operating Expenses (including, any amounts includable within such Annual Estimate of Operating Expenses pursuant to Sections 5, 9, 11, 13 or 17 of the Main Lease), plus (y) the Restructured TIA Monthly Payment (as defined in Section 16 of the Fourth Amendment), plus (z) the monthly installment of the Additional Tenant agrees Improvement Allowance as described in the 2006 Letter Agreement (the amounts due under subparagraphs (y) and (z) are referred to as the “TIA Payment” and are set forth in Exhibit “C” and the parties agree that such amounts shall not be revised under this Sublease regardless of whether such amounts are revised under the Main Lease), subject to any Credit due to Subtenant under Section 2 above. In addition, Subtenant shall pay to Sublandlord, within ten (10) days following written demand therefor, which demand shall include the supporting documentation described below, any and all other amounts of Additional Rent (as defined in the Main Lease) that are payable by Sublandlord to the Main Landlord its pro-rata share pursuant to the provisions of the operating expenses Main Lease only for periods occurring within the Sublease Term, and excluding amounts attributable to Sublandlord’s default under the Main Lease (except to the extent that Sublandlord’s default was caused by Subtenant). Sublandlord shall deliver to Subtenant a copy of any statement received by Sublandlord from the building, as herein defined. If this Lease commences or terminates on Main Landlord and a day other than the first or last day of a calendar year, statement calculating the amount due from Subtenant. For purposes of additional rent determining any Additional Rent due from Subtenant, including the amounts payable by Tenant applicable Subtenant pursuant to this Section 3, any amounts payable by Sublandlord under the year in Main Lease which such commencement cover a fiscal or termination other period any part of which occurs before the Commencement Date shall be pro-rated in accordance with apportioned according to the number of days during in such year period which occur within the portion of the Sublease Term. Additionally, if Sublandlord shall be charged by reason of Subtenant’s acts or defaults under this Lease was Sublease for any sums pursuant to the provisions of the Main Lease, then Subtenant shall be liable for such sums with respect to the Subleased Premises, and such sums shall be deemed Additional Rent and collectible as such and shall be payable by Subtenant upon ten (10) days’ written notice from Sublandlord, which notice shall include a copy of the supporting documentation received by Sublandlord in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at connection therewith and a statement calculating the beginning amount of such calendar year, and Tenant agrees sums. If Main Landlord issues any credit or refund to prepay monthly, due at the same time as and together with the Sublandlord in respect of any Base Rent above providedor Additional Rent paid by Subtenant and relating to any part of the Sublease Term, one-twelfth then Sublandlord shall give to Subtenant a corresponding credit or refund equal to Subtenant's equitable share of such estimated amountcredit or refund from Main Landlord based on the portion of the Sublease Term to which such credit or refund relates. Within a reasonable time after To the end of each calendar yearextent permitted by Main Landlord, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant Subtenant shall have the rightright to exercise the audit rights described in Section 5 of the Main Lease and, at its sole expense and at a reasonable time convenient to the extent not so permitted by Main Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for Sublandlord shall exercise such year exceeds the amount due for such year based rights on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accountingSubtenant’s behalf at Subtenant’s sole cost and expense.

Additional Rent. As additional rental 4.1 An integral part of Landlord's leasing program for the entire term of this Lease, Building involves the requirement that Tenant agrees to pay to bear the Landlord its pro-rata share costs and expenses incurred each year in the operation of the operating expenses Building and the Land. For so long as Tenant is the sole tenant of the buildingBuilding, as herein defined. If this Lease commences or terminates on a day other than the first or last day of a calendar year, the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the rightright to provide input into the determination of such annual costs and expenses, at its sole expense as follows. Within sixty (60) days following the Lease Commencement Date, and at on or before November 15 of the first full calendar year following the Lease Commencement Date and on or before November 15 annually thereafter, Landlord shall prepare and submit to Tenant a proposed budget or other form of summary identifying with reasonable time convenient detail the anticipated categories of expenditures to Landlordbe made, no more frequently than once each yearproposed major vendors to provide services and proposed scope of services (including, but not limited to, security services) to audit be provided by Landlord for the ensuing calendar year in the operation and maintenance of the Building and the Land (the "OPERATING PLAN"). If Tenant has reasonable additions, deletions or modifications to any elements of Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar yearproposed Operating Plan , Tenant agrees to reimburse shall notify Landlord for such amount of same within thirty (30) days of following receipt of the above-referenced accountingproposed Operating Plan and Landlord shall incorporate Tenant's reasonable additions, deletions and modifications into Landlord's proposed Operating Plan and shall operate the Building substantially in accordance therewith; provided that, in no event shall Landlord be obligated to operate the Building or the Land in a manner that is inconsistent with the standards of a Class A suburban office building. The Operating Plan (as it may be revised with Tenant's input as aforesaid) shall serve as a general guide to the scope of services to be provided and expenditures to be made in the operation and maintenance of the Building and Land and Landlord shall not deviate therefrom in any material manner without first obtaining Tenant's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and shall be deemed given if not withheld in writing within seven (7) business days following Landlord's notice thereof to Tenant; provided that, in case of emergency or in any case in which Landlord reasonably believes delay might cause injury to persons, material injury to property or a violation of any Legal Requirement, Landlord may act without Tenant's prior written consent. Any failure of Landlord to timely provide an annual Operating Plan to Tenant as provided herein shall not relieve Tenant of its obligation to pay additional rent pursuant to this Article IV. 4.2 The costs and expenses (the "EXPENSES") for which Tenant shall be responsible are defined as follows:

Additional Rent. As additional rental rent the Lessee agrees to pay to Lessor or such persons as may be designated by Lessor, promptly as the same becomes due and payable, all real estate taxes (and Lessee shall promptly reimburse Lessor for all general and special assessments to be reimbursed by Lessee as hereinafter provided to the entire extent such reimbursement shall be required hereinbelow in this Subsection 2.2), levied upon or assessed against the Property and/or any buildings, structures, fixtures or Improvements now or hereafter located thereon, or arising in respect of the occupancy, use or possession of the Property, and which are assessed upon or become due and payable or a lien upon the Property during the term of this Lease, Tenant and the Lessee agrees to exhibit to the Lessor, on demand, receipts evidencing payment of such taxes so payable by the Lessee to others than Lessor. Lessor agrees to pay to the Landlord its pro-rata share of the operating expenses of the building, as herein defined. If this Lease commences or terminates on a day for all special and general assessments (other than the first real estate taxes required to be paid by Lessee as hereinabove provided) which are levied upon or last day of a calendar yearassessed against the Property and/or any buildings, structures, fixtures or Improvements now or hereafter located thereon before such special or general assessments become delinquent; provided, however. that Lessee shall reimburse Lessor for the amount of additional rent payable by Tenant applicable each such special or general assessment (regardless of the amount or manner in which Lessor shall be obligated to pay the same) to the year in which extent of 12% of the actual cost or each such commencement special or termination occurs general assessment so assessed on a per annum basis commencing on the date any such special or general assessment shall become due and payable and continuing thereafter until Lessee shall have fully reimbursed Lessor for each such special or general assessment or until the term (including any extensions thereof) of this Lease shall have expired, whichever first occurs, it being understood and agreed that if the term of this Lease (including any extensions thereof) shall expire-before Lessor shall have been fully reimbursed on the aforementioned 12% per annum basis that Lessee shall have no further obligations to make any further reimbursement therefor to Lessor hereunder. Any reimbursement by Lessee to Lessor required to be made hereunder shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord made monthly and shall invoice Tenant for estimated operating costs for each calendar year be payable at the beginning of such calendar year, time and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event place that the estimated amount rent reserved hereunder is to be paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount Lessor by Lessee pursuant to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accounting.Article

Additional Rent. As additional rental for 4.1 Tenant shall bear the entire term of this Lease, Tenant agrees to pay to costs and expenses incurred each year in the Landlord its pro-rata share operation of the operating expenses Building and the Land. For so long as Tenant is the sole lessee of the buildingBuilding, as herein defined. If this Lease commences or terminates on a day other than the first or last day of a calendar year, the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the rightright to provide input into the determination of such annual costs and expenses, as follows. Not more than thirty (30) days prior to the Lease Commencement Date, Landlord shall prepare and submit to Tenant a proposed budget for the operation and maintenance of the Building and the Land, the parties acknowledging and agreeing that such budget shall represent Landlord's reasonable expectation of such costs and expenses as the Building will not have been substantially completed at its sole expense the time of the preparation of such budget. On or before November 15 of each calendar year during the Lease Term, Landlord shall prepare and submit to Tenant (i) a proposed budget or other form of summary identifying with reasonable detail the anticipated categories of expenditures to be made, proposed major vendors to provide services and proposed scope of services (including, but not limited to, security services) to be provided by Landlord for the ensuing calendar year in the operation and maintenance of the Building and the Land and (ii) after the first year of operation of the Building, the operating history of the Building for the previous year (the "OPERATING PLAN"). It is the intention of Landlord and Tenant that Operating Expenses, as defined below, and the individual components thereof shall not materially exceed prevailing market costs and rates for like items and services, however, the parties acknowledge and agree that there may be occasions from time to time where it is in the best interests of the Building for a particular item to be performed or purchased at a cost or expense which exceeds prevailing market rates. If Tenant has reasonable time convenient additions, deletions or modifications to Landlord, no more frequently than once each year, to audit any elements of Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar yearproposed Operating Plan, Tenant agrees to reimburse shall notify Landlord for such amount of same within thirty (30) days of following receipt of the above-referenced accountingproposed Operating Plan and Landlord shall incorporate Tenant's reasonable additions, deletions and modifications into Landlord's proposed Operating Plan and shall operate the Building substantially in accordance therewith; provided that, in no event shall Landlord be obligated to operate the Building or the Land in a manner that is inconsistent with the standards of a Class A suburban office building in the Market Area. The Operating Plan (as it may be revised with Tenant's input as aforesaid) shall serve as a general guide to the scope of services to be provided and expenditures to be made in the operation and maintenance of the Building and Land and Landlord shall not deviate therefrom in any material manner without first obtaining Tenant's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and shall be deemed given if not withheld in writing within seven (7) business days following Landlord's notice thereof to Tenant; provided that, in case of emergency or in any case in which Landlord reasonably believes delay might cause injury to persons, material injury to property or a violation of any Legal Requirement, Landlord may act 'without Tenant's prior written consent. Any failure of Landlord to timely provide an annual Operating Plan to Tenant as provided herein shall not relieve Tenant of its obligation to pay additional rent pursuant to this Article IV. 4.2 The costs and expenses (the "EXPENSES") for which Tenant shall be responsible are defined as follows:

Additional Rent. As additional rental Upon notice from Landlord, Tenant shall pay Landlord, as Additional Rent, in advance in equal monthly installments, at the time and place that installments of Base Rent are due and payable, beginning January 1, 2000, Tenant's Percentage of any increase in Operating Costs (hereinafter defined) as reasonably estimated by Landlord, over and above actual Operating Costs for 1999. On or before March 1, 2001, and on or before March 1 of each subsequent year, Landlord shall prepare and deliver to Tenant an itemized detailed statement of the actual Operating Costs for the entire term of this Lease, Tenant agrees to pay to the Landlord its pro-rata share of the operating expenses of the building, as herein defined. If this Lease commences or terminates on a day other than the first or last day of a previous calendar year, the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with a statement of the Base Rent above provided, one-twelfth of such estimated amountactual Operating Costs for 1999. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of after receipt of such statement, Tenant shall pay Landlord the above-referenced accounting.amount of any deficiency between estimated and actual in Tenant's Percentage of any increase in Operating Costs for the prior calendar year over those for 1999. In the event of any overpayment by Tenant, such overpayment shall be credited towards installments thereafter becoming due and payable. If occupancy of the building during 1999 or any subsequent calendar year is less than one hundred percent (100%), then Operating Costs for the year in question shall be increased or "grossed up" to that amount of Operating Costs that, using reasonable projections, would normally be expected to be incurred during the year in question if the building was 100 percent occupied, as determined under generally accepted accounting principles consistently applied. Landlord shall provide in the statements required in this section, a reasonably detailed description of how the Operating Costs were grossed up. Only those component expenses that are affected by variations in occupancy levels shall be grossed up. OPERATING AND MAINTENANCE COSTS

Additional Rent. As In addition to the Base Rent, Lessee shall pay to Lessor, as additional rental for rent, the entire term of amounts hereinafter described in this LeaseParagraph 4: (a) Commencing on the Commencement Date, Tenant Lessee agrees to pay to Lessor on a monthly basis in advance on the Landlord its pro-rata share first (1st) day of each calendar month as additional rent Lessee's Pro Rata Share of the operating expenses (as defined below) of Lessor for the building, as herein definedBuilding and/or the Project. If this Lease commences or terminates on a day other than the first or last day of a calendar year, the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning Lessor may estimate Lessee's Pro Rata Share of such calendar yearoperating expenses, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time an annual adjustment made within one hundred twenty (120) days after the end of each calendar yearyear to adjust for any discrepancies between the actual operating expenses incurred and any such estimate (the “Adjustment”), Landlord will provide Tenant with an accounting provided that Lessor shall concurrently deliver to Lessee a reconciliation statement showing the calculation of the actual operating expenses for the prior calendar year along with reasonable supporting documentation. Lessor agrees to refund any excess amount charged for any such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt Lessor’s final calculation of the aboveAdjustment (or at Lessor’s option, credit such excess amount against the next due installment of Base Rent) and Lessee agrees to promptly pay upon demand any additional amount due pursuant to the annual adjustment. The obligation to pay such additional rental amounts shall survive the termination of this Lease. For all purposes of this Lease, the term "Pro Rata Share" shall refer to the ratio of the rentable square feet of the Premises to the total rentable square feet of the Building. As of the date of this Lease, Lessee’s Pro Rata Share is 49.98% (75,000/150,051). Any amount owed by Lessee hereunder for less than a full calendar month shall be prorated. (b) The term "operating expenses" as used above means all actual costs and expenses paid or incurred by Lessor or on its behalf in connection with the maintenance, management, operation, repair (including the items in Paragraph 8 below), cleaning, security and landscaping of the Land and the Building. The term "operating expenses" also includes all real property taxes and installments of special assessments, including special assessments due to deed restrictions and/or owners’ associations, which accrue against the Building and/or the Land during the term of this Lease, as well as all insurance premiums Lessor is required to pay or deems necessary to pay, with respect to the Building and/or the Land. The term "operating expenses" also includes the cost of a preventative maintenance contract for the roof of the Building. The term "operating expenses" does not include any capital improvement to the Building and/or the Land, but may include a reasonable depreciation or amortization of such capital expenditures consistent with generally accepted account principles, nor shall it include repairs, restoration or other work occasioned by fire, windstorm or other casualty to the extent Lessor receives insurance proceeds therefor, income and franchise taxes of Lessor, leasing commissions, expenses for the renovating of space for new tenants, or interest or principal payments on any mortgage or other indebtedness of Lessor. Lessor and Lessee acknowledge that certain maintenance, operation and other activities (such as, for example, landscaping) may be handled on a Project-referenced accountingwide basis, and, in such event, the expenses relating thereto shall be appropriately allocated between the Building and Building 100 with each building responsible for fifty percent (50%) of such expenses.

Additional Rent. As additional rental for All rent not defined. as base rent shall he considered "Additional Rent". In addition to the entire term of this LeaseBase Rent specified above, Tenant agrees to shall pay to the Landlord its pro-rata share an amount which Landlord shall Estimate for the cost of all personal property and real property (real estate) taxes and assessments attributable to the building and the operation thereof, all insurance as specified in this Lease and all maintenance of the operating building in order to keep it in good operational condition, this rent is also called NNN. The sum of the expenses shall be estimated by Landlord each year and divided by 12 then divided by three (3 units) and Tenant shall pay such rent along with his base rent. Landlord shall also be entitled to such other sums due in excess of the base rent which shall also be titled Additional Rent as specified in the Lease. As of the signing of this lease annual real estate taxes are to be determined at the beginning of each calendar year. NNN Items. Included in the NNN items are all expenses related to the operation of the building, as herein defined. If this Lease commences or terminates on a day other than including ail taxes levied against the first or last day of a calendar yearbuilding, the amount of additional rent payable insurance and maintenance, legal and professional fees, charges by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar yearany city authority, sidewalk improvements, and Tenant agrees to prepay monthlyany other expense not considered a capital expense incurred by Landlord in operating the property. In addition, due at in the same time as and together with event the Base Rent above providedactual NNN Expenses exceed the budgeted NNN Expense payments, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have pay the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount difference within thirty (30) days of receipt written notice by Landlord. Landlord will give the appropriate credit if the budgeted NNN Expense exceeds the actual. In addition, Tenant shall be responsible for obtaining and maintaining insurance sufficient to protect Landlord as outlined below. In the event the NNN charges have been underestimated by Landlord, he may present a ▇▇▇▇ to Tenant and Tenant shall pay such ▇▇▇▇ within 10 days. Exclusions from NNN items. None Maintenance Portion of NNN Items included. Tenant, shall perform maintenance on the building and therefore avoid payment of the above-referenced accountingmaintenance portion of the NNN directly to Landlord. To the extent Tenant fails to perform the maintenance of the property Landlord may perform such maintenance and ▇▇▇▇ Tenant for the cost of same. Tenant shall keep in good order, condition and repair the Premises and every part thereof, (regardless of whether the damaged portion of the Premises or the means of repairing the same are accessible to Lessee) including, without limiting the generality of the foregoing, all plumbing, heating, air conditioning, ventilating, electrical and lighting facilities and equipment within or about the Premises, fixtures, interior walls and interior surfaces of exterior walls. ceilings, windows, doors, plate glass, showcases, skylights, entrances and vestibules located within or about the Premises and all sidewalks, including prompt snow removal as required by the City and County of Denver, and signs located on the building. In the event of 00 any fine or charge assessed by the City and County of Deliver or it's subdivisions for failure to maintain the building or sidewalks, Tenant shall promptly pay the same. If Lessee fails to perform Lessee's obligations under this section Lessor or his agents or contractors may at Lessor's option enter upon the Premises, after ten (10) days' prior written notice to Lessee. and put the same in good order, condition and repair. and the cost thereof together with interest thereon at the rate of 18% per annum shall be due and payable as additional rent to Lessor together with Lessee's next rental installment. Landlord shall be entitled to a fee of 20% of the cost of any repairs or maintenance performed by Landlord. Insurance Portion of NNN Items.

Additional Rent. As additional rental (a) During each Fiscal Year (or part thereof) beginning on the Commencement Date and continuing throughout the Term, Tenant shall pay to Landlord, as Additional Rent, quarterly in advance on the first day of each calendar quarter during the applicable portion of the Term, and in accordance with this Lease and the terms and conditions of the annual Support Agreement: (i) The costs of Demand Services, if any, requested by ▇▇▇▇▇▇ from Landlord in such year; (ii) The ARFF Costs for the entire term of this LeaseARFF Services, if any, to be provided to Tenant agrees by Landlord in such year; provided, that Landlord shall be responsible to pay for (b) of the ARFF Costs; and (iii) The costs of Utilities, if any, to the be provided to Tenant by Landlord its pro-in such year, including, without limitation, Tenant's pro rata share of the operating expenses costs to operate and maintain any components of any Utility systems that serve the building, Premises as herein defined. If this Lease commences or terminates on a day other than the first or last day of a calendar year, the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated determined in accordance with the number Utility Plan (including repairs and replacements, as well as any upgrades, capital improvements and/or separation of days during such year this Lease was in effectUtility systems that have been made at Tenant's request). Tenant will not be obligated to pay for or reimburse Landlord for any of the costs of providing ISP Services to the Premises. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthlyacknowledge and agree that during the RFP process described in the Recitals, due at the same time as ISP Services Rate was factored into and together with constitutes a part of the Base Rent above providedto be paid by Tenant pursuant to the Basic Lease Information and section 5.1, one-twelfth and the Base Rent will not be adjusted as a result of any increase or decrease in the actual costs of the ISP Services. Notwithstanding the foregoing, in the event any Additional Projects are developed on property within the Premises that is under exclusive federal legislative jurisdiction, then Tenant will be obligated to pay Landlord for the costs of providing ISP Services at then- current ISP Services Rate so long as such estimated amount. Within a reasonable time after property remains under exclusive legislative jurisdiction. (b) Beginning on the end of each calendar yearCommencement Date and continuing throughout the Term, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the rightpay, at its sole expense as Additional Rent, all other amounts of money and at a reasonable time convenient charges required to Landlordbe paid by Tenant under this Lease, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for whether or not such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days amounts of receipt of the above-referenced accountingmoney or charges are designated "Additional Rent."

Additional Rent. As additional rental Section 26.01. Landlord and Tenant agree that in addition to the annual Fixed Rent stated in Section 1.04 herein, Tenant shall be liable for the entire payment of its pro rata share of Landlord’s estimated “operating expenses” as hereinafter defined. Tenant’s pro data share shall be deemed to be 4.982% of the annual operating expenses for the Building. Said 4.982% is based upon 215,000 square feet of gross leasable area in the Building of which 4.982% or 10,711 square feet of gross leasable area is demised to Tenant. Tenant’s pro rata portion of the operating expenses as of the Term Commencement Date of this Lease shall be estimated at the rate of $9.00 per gross leasable square foot resulting in an annual sum of $96,399.00. Tenant shall be liable for the payment of $8,033.25 per month until Landlord notifies Tenant of Tenant’s new estimated pro rata payment as hereinafter provided. On or prior to January 1 of each calendar year during the term hereof, Landlord shall notify Tenant of the reasonably projected operating expenses for such upcoming calendar year and of Tenant’s new estimated pro rata payment. All monthly installments of additional rent thereafter due during such calendar year shall be increased or decreased, as the case may be, to reflect one-twelfth (1/12) of the annual amount of the new estimate until a new adjustment becomes effective for the next ensuing calendar year. In addition, in the event the estimated operating expenses during any calendar year are projected by Landlord to increase or decrease at an annual rate in excess of ten (10%) percent of the amount of the operating expenses on which the estimate then in effect is based, then upon notification by Landlord to Tenant, all monthly installments thereafter due during such calendar year shall be further adjusted to reflect such increase or decrease. After the end of each calendar year during the term of this Lease, Landlord shall furnish Tenant agrees to pay with a reasonably detailed statement relating to the Landlord its pro-rata share of the actual operating expenses of for the building, as herein definedprior calendar year. If this Lease commences the pro rata actual operating expenses for any prior calendar year shall be greater (resulting in a deficiency) or terminates on a day other shall be less (resulting in an excess), than the first or last day of a estimated amount actually paid by Tenant during such calendar year, then: (a) Tenant shall, in case of such a deficiency, pay to Landlord as additional rent for the Premises for such calendar year the amount of the difference, in one lump sum on the due date of the next monthly installment of Fixed Rent after the date of notice to Tenant (but not sooner than 15 days after notice of same), or (b) in case of such an excess Landlord shall credit to the Tenant the amount of the difference against future payments of additional rent, or in the case of the expiration of the Lease, Landlord shall remit Tenant such difference. Any adjustment for the final year of the term of this Lease shall survive the expiration thereof. Landlord, to the extent required by Landlord’s mortgagee, may elect, at its option, upon not less than thirty (30) days notice to Tenant, to require Tenant to pay with the next succeeding installment of rent due and payable by Tenant to Landlord, Tenant’s proportionate share of any real estate taxes paid by Landlord which represents the advance payment thereof. In such case, the succeeding monthly installments of additional rent payable by Tenant applicable to Landlord shall be decreased by an amount equal to the fractional part thereof attributable to the real estate taxes which shall have been satisfied by the foregoing payment made by Tenant to Landlord as provided in the next preceding paragraph hereof. For purposes of determining what adjustment, if any, shall be made covering the period ending on the last day of each calendar year the term “Operating Expenses” shall be deemed to encompass any and all operating expenses paid or incurred by Landlord for the operating of Landlord’s Building and other improvements and shall specifically include, but not be limited to: A. Wages and salaries of all necessary employees, including clerical personnel engaged in the physical operation and maintenance of the Building and other improvements appurtenant thereto, including Employer’s Social Security Taxes, and any other taxes which may be levied on such wages and salaries, and any and all fringe benefits provided for such employees; B. All supplies and material used in the operation and maintenance of such Building and improvements appurtenant thereto, including the cost of electrical energy and other utilities to the common areas of the Building and to the Building’s parking area and garage; C. The costs of maintaining, repairing, snow plowing, lining and lighting all appurtenant parking, sidewalk and ingress areas, including traffic controls, and the planting, mowing and maintaining of all planted areas within or appurtenant to the Building; D. The allocable costs of all maintenance and service agreements on equipment used in the operation and maintenance of the Building and appurtenant areas (including the Building’s parking areas and garage); E. Hazard and liability insurance premiums for the Building and appurtenant areas, other than with respect to insurance coverage to be maintained by tenants; F. The costs of repairs, ordinary cleaning and general maintenance of the Building and appurtenances thereto, exclusive of expenses such as alterations for the accommodation of a specific tenant or tenants or such as leasehold improvements to premises demised exclusively to other tenants, or extra cleaning for a specific tenant or tenants for which direct charges are made, or brokerage commissions for leases or lease renewals or extensions with tenants of the Building; exclusive also of repairs or maintenance to be performed by tenants, or advertising and promotion expenses relating to vacant space in the Building; G. All taxes and assessments and governmental charges whether Federal, State or municipal which are levied or charged against the Land, Building and improvements, or against any personal property used in the operation of the Premises and any other taxes and assessments attributable to the Premises, or its operation (excluding, however. Federal, State or other income taxes); H. Management fees pertaining to operation of the Building and appurtenant parking areas and garage. The “operating expenses” for the calendar year in which such commencement or termination occurs the term of this Lease shall begin as well as for the calendar year in which this Lease shall end shall be pro-rated apportioned so that the Tenant shall pay only those portions of each such calendar year as are within the lease term. Whenever any of the foregoing expenses are performed for, or relate to, any buildings and improvements in the M▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ in addition to the Building No. 1, such expenses shall be allocated equitably among such buildings and improvements and Building No. 1 based on the benefit inuring proportionately to all the buildings in the M▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇. Notwithstanding anything to the contrary contained herein, operating expenses shall exclude compensation or bonuses paid to officers or executives of Landlord (except for a Building Manager and a Facilities Manager), administrative wages and salaries (except as provided above), management fees (except and provided above), depreciation or accelerated cost recovery of the Building or any equipment, furniture or property attached to or installed in the Building, capital expenditures (except for capital expenditures required by governmental or regulatory authorities (provided, however, the expenditures required to bring the Building and the Property into compliance with the American Disabilities Act [“ADA”] including without limitation, changes to the ingress and egress of the Building, the common areas of the Building and the restrooms in the Building shall be excluded) or which are made primarily for the purpose of reducing operating expenses (provided, however, the cost of such capital expenditure(s) shall be amortized in accordance with generally accepted accounting principles over the number life of days during such year this Lease was the asset), replacement of the structural components of the Building (which does not include the roof) and the Premises, ground rents, interest or amortization of mortgages, any costs related to development of the site, costs of maintaining Landlord’s corporate existence, legal expenses (except for reasonable outside legal expenses incurred by Landlord in effect. Landlord shall invoice Tenant for estimated attempting to reduce or eliminate any component of operating expenses and real estate taxes), travel expenses, leasing costs or brokerage commissions, marketing and advertising costs, renting commissions or fees, costs in connection with artwork in the Building, costs to correct construction defects and latent defects, costs for each calendar year at improving any other tenant’s space, costs for any repair or other work necessitated by condemnation, fire or other casualty (other than the beginning reasonable deductible under said policy), costs to remove asbestos or Hazardous Substances (as defined herein) from the Building or the Property, services or benefits provided to some tenants but not offered to Tenant, repair of such calendar yearall damage of any kind to the Property (including the Building and the Premises) caused by the negligent or intentional acts of Landlord, its employees, agents or contractors, and any costs or fines due to Landlord’s violation of any governmental rule or authority related to the Building, the Premises or the Property. Section 26.02. Tenant agrees and its agents and employees shall have one hundred eighty (180) days after receiving the Statement to prepay monthlyaudit Landlord’s books and records concerning the Statement at a mutually convenient time at Landlord’s offices. Landlord’s books and records shall be kept in accord with generally accepted accounting principles consistently applied. If Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the following audit right. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right (the “Audit Notice”) within one hundred eighty (180) days after Tenant’s receipt of the Statement. Upon the receipt by Landlord of an Audit Notice, Landlord shall, subject to the parties entering into a mutually agreeable confidentiality agreement, provide Tenant, at Landlord’s offices, and its sole expense and at a employees with reasonable time convenient access to Landlord’s books and records relating to Operating Expenses. If, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of after Landlord’s receipt of the above-referenced accountingAudit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then Tenant shall have the right to employ an accounting firm selected by Tenant in its sole discretion to inspect and audit Landlord’s books and records relating to Operating Expenses. Such audit may not be conducted on a contingency fee basis. All costs and expenses of any such audit shall be paid by Tenant. If, as a result of such audit, it is determined that Tenant has paid to Landlord additional rent in excess of that to which Landlord was entitled due to Landlord’s having included in Operating Expenses charges not permitted hereunder, or its having miscalculated Tenant’s pro rata share, then Landlord shall, within thirty (30) days after such determination of overpayment, remit such excess to Tenant. In addition to Landlord’s remitting such excess payment, Landlord shall reimburse Tenant for the reasonable cost of Tenant’s audit, but only in the case that the charges exceeded by 5% the actual charges due. If Tenant disputes the accuracy of any Statement, Tenant shall still pay the amount shown owing pending resolution of such dispute in accordance with the foregoing paragraph.

Additional Rent. As additional rental for In addition to Yearly Base Rent, Subtenant shall pay to Sublandlord, on account of Operating Expenses and real estate taxes as contemplated by Article 4 of the entire term ▇▇▇▇▇▇▇▇▇, from and after the Term Commencement Date, Subtenant’s Proportionate Share, as defined below, of this Lease, Tenant agrees any increase in Tax Expenses and Operating Expenses which Sublandlord is obligated to pay to Overlandlord under the Landlord its pro-rata share terms of the operating expenses ▇▇▇▇▇▇▇▇▇ as follows: (A) Subtenant shall pay Subtenant’s Proportionate Share of any increases in Tax Expenses which Sublandlord is obligated to pay to Overlandlord above Tax Expenses for the fiscal year ending June 30, 2009 and (B) Subtenant shall pay Subtenant’s Proportionate Share of any increase in Operating Expenses which Sublandlord is obligated to pay to Overlandlord under the terms of the building▇▇▇▇▇▇▇▇▇ above Operating Expenses for calendar year 2008. Subtenant’s Base Year as to Operating Expenses is calendar year 2008 and Subtenant’s Base Year as to Tax Expenses is fiscal year 2009 (ending June 30, 2009). For purposes of this Sublease, “Subtenant’s Proportionate Share” shall be 68.33% (based on 25,537/37,371) of any Additional Rent billed to Sublandlord by Overlandlord on or after (i) January 1, 2009 as herein definedto Operating Expenses and (ii) July 1, 2009 as to Tax Expenses. If this Lease commences or terminates on a day other than For the first or last day avoidance of a calendar yeardoubt, the amount Subtenant shall pay 100% of additional rent payable by Tenant applicable increases in Additional Rent with respect to the year subleased Premises for the time periods stated in which such commencement or termination occurs this Section 6. For purposes of calculating Additional Rent under the ▇▇▇▇▇▇▇▇▇, Subtenant’s Share (analogous to Tenant’s Share under the ▇▇▇▇▇▇▇▇▇) shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year 4.81% (based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty 25,537/530,845) and Subtenant’s Building Share shall be 17.45% (30) days of receipt of the above-referenced accountingbased on 25,537/146,326).

Additional Rent. As additional rental (A) Commencing on the first anniversary of the Commencement Date and for each calendar year (or part thereof) thereafter, during the entire term of this Lease, Tenant agrees to pay to as items of Additional Rent for the Premises, Tenant's "Percentage Share" (being the percentage indicated in Item 3 of Basic Lease Provisions) of all increases in "Project Operating Expenses" and "Project Property Taxes" (as hereinafter defined) incurred by Landlord its pro-rata share in the operation of the operating expenses Building or Project over the Base Project Operating Expenses and Base Project Property Taxes as stipulated in Items 4 and 5 respectively in the Basic Lease Provisions. The Basic Annual Rent plus Additional Rent are sometimes collectively referred to as "Rent". (B) The items of the building, as herein defined. If this Lease commences or terminates on a day other than the first or last day of a calendar year, the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs Additional Rent contemplated under subparagraph 3(A) shall be pro-rated calculated in accordance with the number of days following procedures: 1) Each December during such year this Lease was in effect. the term hereof or as soon thereafter as practical, Landlord shall invoice give Tenant written notice of Landlord's estimate of any amounts payable under subparagraph 3(A) above for estimated operating costs for each calendar year at the beginning of such ensuing calendar year, and Tenant agrees to prepay monthly, due at . On or before the same time as and together with the Base Rent above provided, one-twelfth first day of such estimated amount. Within a reasonable time after the end of each month during each calendar year, Tenant shall pay Landlord without further notice 1/12 (One-twelfth) of such estimated amounts, provided that if such notice is not given in December, Tenant shall continue to pay on the basis of the then applicable rental until the month after such notice is given. If at any time or times it appears to Landlord that the adjusted amounts payable under subparagraph 3(A) for the current calendar year will provide exceed its estimate, Landlord may, by notice to Tenant, revise its estimate for such year. Subsequent payments by Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. shall be based upon such revised estimate. 2) Within ninety (90) days after the close of each calendar year or as soon thereafter as is practical, Landlord shall deliver to Tenant shall have a statement of the right, at its sole expense and at a reasonable time convenient annual adjustment of those Additional Rent items made pursuant to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid subparagraph 3(A) for such calendar year exceeds (the “Reconciliation Statement”). If on the basis of such statement Tenant owes an amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses estimated payments for such calendar yearyear previously made by Tenant, Landlord shall refund or credit such excess to Tenant. If on the basis of such statement Tenant owes an amount that is more than the estimated payment for such calendar year previously made by Tenant, Tenant agrees shall pay the deficiency to reimburse Landlord for such amount within thirty (30) days of receipt after delivery of the abovestatement. Notwithstanding anything to the contrary contained herein, in the event that Landlord fails to deliver the Reconciliation Statement within three (3) years after the end of the applicable calendar year during the Term, Landlord shall be deemed to have waived both Landlord’s right to deliver Reconciliation Statement for the applicable year during the Term and Landlord’s right to collect any balance due for the applicable year during the Term. 3) The Additional Rent due under the terms and conditions of this Article 3 shall survive termination of this Lease, shall be payable by Tenant without any setoff or deduction, and shall be computed by Landlord on a prorated basis for any period less than a full calendar year. 4) Anything to the contrary contained in this Article 3 notwithstanding, if the average occupancy of the Building is less than ninety-referenced accountingfive (95%) percent during the Base Year hereinafter defined, then Landlord shall make a reasonable determination ("Landlord's Determination") of what the Project Operating Expenses for such year would have been if during the entire year the average tenant occupancy of the Building were ninety-five (95%) percent. Landlord's Determination shall be binding and conclusive upon Tenant and shall for all purposes of this Lease be deemed to be the Project Operating Expenses for the Base Year. Landlord shall notify Tenant of Landlord's Determination within ninety (90) days following the last day of the Base Year. Thereafter, if for any subsequent Lease Year the average tenant occupancy of the Building is below ninety-five (95%) percent, the Project Operating Expenses for any such year shall be adjusted by Landlord to the amount that such Project Operating Expenses would have been if the average tenant occupancy during that year had been ninety-five (95%) percent. The term Base Year means the twelve (12) month period during which Base Project Operating expenses are calculated.

Additional Rent. As additional rental (1) Subject to the other provisions of this Section 601(B) and Sections 605(B) and (C) of this Lease, in consideration for the entire term Authority’s operations and maintenance obligations under this Lease with respect to the Facilities, including providing Utilities and performance of those obligations set forth in Articles X and XI of this Lease, Tenant agrees will pay the Authority monthly additional rent (“Additional Rent”), in arrears, on or before the fifteenth (15th) day of each calendar month for the prior calendar month. Subject to pay to Section 601(B)(8) below, the Landlord its pro-rata share Additional Rent that is assessed by the Authority for a particular calendar month will be calculated solely on basis of the operating expenses square footage of the buildingLeased Premises that was Occupied by Tenant during that calendar month. (2) During the Initial Term, as herein defined. If this Lease commences or terminates on a day other than the first or last day Tenant’s monthly payments of a Additional Rent shall be paid based upon an annual Additional Rent, per calendar year, of Six Dollars and 20/100 ($6.20) per square foot (the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount“Additional Rental Per Square Foot Per Annum”). Within a reasonable time one hundred twenty (120) days after the end of each calendar yearyear during the Term, Landlord the Authority shall provide Tenant with a statement showing the actual costs and expenses incurred by the Authority in owning, operating, insuring, maintaining, repairing, and replacing the Land, the Facilities, the Facilities Systems, the Equipment, and all other aspects and components of the Land and the Facilities (the “Actual Facilities Costs and Expenses”), and, to the extent reasonably requested by Tenant, will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereundersupporting data therefor. In the event that the estimated amount paid Actual Facilities Costs and Expenses per square foot of the total Facilities, for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt are less than $6.20 per square foot of the Facilities (the “Estimated Facilities Costs and Expenses”), Tenant shall be entitled to a credit from the Authority against future Additional Rent that would otherwise be payable by Tenant under this Lease, which credit shall be in an amount that is equal to the amount of Additional Rent that was actually assessed against Tenant for that calendar year (based on the Estimated Facilities Costs and Expenses) less the amount of Additional Rent that should have been assessed against Tenant for that calendar year (based on the Actual Facilities Costs and Expenses). If there are any overpayment credits against Additional Rent remaining under this Section as of the expiration or sooner termination of the Term of this Lease, those overpayment credits will be applied toward any unpaid Additional Rent assessed for periods prior to the expiration or sooner termination of the Term; and any remaining overpayment credits that are not applied toward any unpaid Additional Rent assessed for periods prior to the expiration or sooner termination of the Term will be paid to the Tenant in cash. (3) The Additional Rent shall be increased during the Extension Term as provided in Section 501(B) above-referenced accounting. (4) Notwithstanding subsection (B)(1) above, Tenant will not be charged any Additional Rent with respect to the Hangar 4 Office Space (as defined in Exhibit B) at any time during the Term.

Additional Rent. As additional rental for Subject to the entire term provisions of this LeaseSection 5.2 below, commencing on the first day of the seventh (7th) month following the Lease Commencement Date (as determined pursuant to Section 2.3 above) and continuing throughout the Lease Term, in addition to the Base Monthly Rent, Tenant agrees to shall pay to Landlord without offset as additional rent (the “Additional Rent”) the following amounts: A. An amount equal to all Property Operating Expenses (as defined in Article 13) incurred by Landlord its pro-rata share (calculated as if Rent had been paid from and after the Delivery Date at the rate applicable when Tenant first pays rent hereunder not counting any free rent period); provided however, in no event shall the Property Maintenance Costs increase by more than four percent (4%) in any calendar year (the “Maintenance Costs Cap”), which shall be cumulative and compounding. Payment shall be made by whichever of the operating expenses following methods (or combination of the buildingmethods) is (are) from time to time designated by Landlord: (1) Landlord may b▇▇▇ to Tenant, as herein defined. If this Lease commences or terminates on a day other periodic basis not more frequently than the first or last day of a calendar yearmonthly, the amount of additional rent payable such expenses (or group of expenses) as paid or incurred by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar yearLandlord, and Tenant agrees shall pay to prepay monthly, due at Landlord the same time as and together with the Base Rent above provided, one-twelfth amount of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of after receipt of a written b▇▇▇ therefore from Landlord; and/or (2) Landlord may deliver to Tenant Landlord’s reasonable estimate of any given expense (such as Landlord’s Insurance Costs or Real Property Taxes), or group of expenses, which it anticipates will be paid or incurred for the above-referenced accountingensuing calendar or fiscal year, as Landlord may determine, and Tenant shall pay to Landlord an amount equal to the estimated amount of such expenses for such year in equal monthly installments during such year with the installments of Base Monthly Rent. B. Landlord’s share of the consideration received by Tenant upon certain assignments and sublettings as required by Article 7; C. Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord pursuant to Article 13; and D. Any other charges or reimbursements due Landlord from Tenant pursuant to the terms of this Lease other than late charges and interest on defaulted rent.

Additional Rent. As additional rental for the entire term of Except as otherwise expressly set forth in this LeaseParagraph 5, Tenant agrees all Additional Rent shall continue to pay to the Landlord its pro-rata share of the operating expenses of the building, as herein defined. If this Lease commences or terminates on a day other than the first or last day of a calendar year, the amount of additional rent payable be paid by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated Landlord in accordance with the provisions of the Current Lease. From and after the Extension Commencement Date, Tenant shall no longer be required to pay its share of Operating Costs or any additional charge for after hours HVAC usage, but shall be required to pay the entire cost of electricity consumption at the Leased Premises. Tenant shall also continue to be responsible for Tenant’s share of Taxes each Operating Year, but only for the amount that exceeds Taxes for calendar year 2011. Accordingly, from and after the Extension Commencement Date: (i) Section 6.03 A shall be deleted in its entirety and replaced with the following: A. For each Operating Year, Tenant shall pay to Landlord, in the manner provided herein, Tenant’s share of Taxes (“Tenant’s Share of Taxes”), which shall be equal to the the product obtained by multiplying Tenant’s Tax Share times the amount, if any, by which Taxes for such Operating Year exceed the Base Taxes; provided, however, that for the Operating Year during which the Term ends, Tenant’s Share of Taxes shall be prorated based upon the actual number of days of the Term occurring during such Operating Year.” (ii) The term “Tenant’s Share of Operating Costs and Taxes” in each instance that it occurs in the Current Lease shall be replaced with the term “Tenant’s Share of Taxes.” (iii) The definition of Base Year, as set forth in Section 1.02 G of the Lease, shall mean the calendar year this commencing January 1, 2011. (iv) Section 6.03 C of the Lease was shall be deleted in effectits entirety. (v) The fourth (4th) sentence (commencing with “Such after-hours”) and the sixth (6th) sentence (commencing with “Tenant shall pay”) of Section 7.01.D shall be deleted in their entirety. (vi) Tenant shall be responsible for the entire cost of electricity consumed at the Leased Premises. Landlord shall invoice Tenant install separate meters (pursuant to Paragraph 7(a) hereof) for estimated operating costs for each calendar year measuring electricity consumption at the beginning Leased Premises. Tenant shall pay the charges for such electricity directly to the appropriate utility company. No base amount, base year or expense stop shall apply with respect to Tenant’s obligation to pay electricity costs. Landlord and Tenant acknowledge that such meters will not be installed as of the Extension Commencement Date. For the period from the Extension Commencement Date until that date the foregoing meters are installed, Tenant shall pay to Landlord the entire cost of electricity consumed at the Leased Premises, based upon Landlord’s actual cost thereof and the readings of the submeters currently existing for the Leased Premises. Landlord shall have Energy Management Systems, Inc. (“EMS”) read the submeters at least monthly and Landlord or EMS shall notify, at least 24 hours in advance, Tenant by mail, e-mail or telephone of the date and time of such calendar yearreading, provided that Tenant notifies Landlord in writing of the name, phone number and e-mail address of the person designated to receive such notice. Until Landlord is otherwise so notified, the name, phone number and e-mail address of the person designated to receive such notice is as follows: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇-▇▇▇-▇▇▇▇ (telephone), ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ (Email). Such notice can be in the form of a schedule; provided that Landlord or EMS shall notify, at least 24 hours in advance, Tenant by mail, e-mail or telephone of any changes to such schedule. Tenant shall reimburse Landlord for any fee charged by EMS in connection with such meter reading. Tenant shall pay Landlord any amounts payable to Landlord pursuant to this Section 5(vi) within fifteen (15) days after Landlord delivers to Tenant an invoice therefor. (vii) Tenant shall enter into annual service contracts with a reputable HVAC maintenance firm for the inspection, maintenance and repair of any supplemental HVAC system serving the Leased Premises, and Tenant agrees shall provide to prepay monthly, due Landlord such service contract and evidence that it is in full force and effect at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accounting’s request.

Additional Rent. As additional rental for the entire term of this Lease, Tenant agrees to (a) The Lessee shall pay to the Landlord Lessor as additional rent its pro-rata Proportionate Share, as hereinafter defined, of any increase in "operating expenses" for the Building and the common areas of the Project attributable to the Building, as identified on Exhibit B (the "Building Common Areas") over the Lessor's actual operating expenses for Calendar Year 1996. The Lessor and the Lessee agree that the Lessee's proportionate share of the operating expenses for purposes of this Paragraph 6(a) and real estate taxes for purposes of Paragraph 6(b) below shall be 12.91 percent. Operating expenses shall include all charges, costs and expenses incurred by the Lessor in connection with the operation, maintenance and repair of the buildingBuilding and the Building Common Areas, as herein defined. If this Lease commences or terminates on a day including without limitation (i) the cost of maintenance, electricity and heat for the common areas of the Building and the Building Common Areas; (ii) the cost of property management for the Building and the Building Common Areas; (iii) the cost of insurance for the Building and the Building Common Areas; (iv) the cost of sewer and water charges for the Building; and (v) the cost of furnishing utilities to the Leased Premises, all other than rentable areas of the first or last day of a calendar yearBuilding, the amount common areas of additional rent the Building and the Building Common Areas. Operating expenses shall not, however, include (A) the cost of equipment, repairs or improvements properly treated as capital expenditures under generally accepted accounting principles, (B) any charges for depreciation of the cost of construction at the Building and any improvements, equipment or repairs thereto, (C) any interest paid on any debt of the Lessor, (D) any cost resulting to the Lessor as a result of alterations, upgrades or installations in the Building or any mechanical or other system in or servicing the Building to the extent required by statute, regulation, ordinance adopted or other implemented after the Commencement Date, (E) any rental commissions or brokerage fees paid or payable by Tenant applicable to the year in which such commencement Lessor, (F) any costs or termination occurs shall be pro-rated in accordance with expenses incurred by the number Lessor solely for the benefit of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at other tenants of the beginning of such calendar yearBuilding, and Tenant agrees to prepay monthly(G) any salaries, due at compensation, fringe benefits or other personnel costs of the same time as Lessor, its partners or other direct or indirect holders of any equity interest in the Lessor, except for the cost of property management for the Building and together with the Base Rent above provided, one-twelfth of such estimated amountBuilding Common Areas. Within a reasonable time after ninety (90) days following the end of each calendar year, Landlord will provide Tenant with an accounting showing year during the term of this Lease the Lessor shall furnish to the Lessee the Lessor's calculation of the amount of operating expenses for such during the immediately preceding calendar year and Tenantthe Lessee's share thereofof such operating expenses. Tenant The Lessor's calculations shall be conclusive and binding upon the Lessee in the event that the Lessee fails to object to such calculations within one hundred eighty (180) days following the receipt by the Lessee of the Lessor's calculations, specifying with reasonable specificity in any such objection the reason or reasons why the Lessee objects to the Lessor's calculations. The Lessor and the Lessee agree that during the one hundred eighty (180) day period following the date of delivery by the Lessor to the Lessee of the Lessor's calculation of the amount of operating expenses during the immediately preceding calendar year and the Lessee's share of such operating expenses, the Lessee and its authorized representatives shall have the right, right to review the Lessor's books and records relating to the calculation of the Lessor's operating expenses at its sole expense and at a any reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant upon reasonable prior notice thereof. (b) The Lessee shall pay to the Lessor as additional rent due hereunderthe Lessee's Proportionate Share of any increase in real estate taxes levied against the Building over the real estate taxes payable during the 1996 fiscal tax year ending June 30, 1996. (c) The Lessee shall pay to the Lessor as additional rent monthly in advance, an amount equal to one-twelfth (1/12) of Lessee's proportionate share of increases in operating expenses and real estate taxes as reasonably estimated by the Lessor in accordance with Paragraphs 6(a) and (b) above. In the event that the estimated amount additional rent paid for such year exceeds by the amount due for such year Lessee as the Lessee's proportionate share of operating expenses and real estate taxes based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate Lessor's estimates is greater or less than the operating expenses for such calendar yearamount actually due (the "Difference") either the Lessor shall pay the Lessee the Difference, Tenant agrees to reimburse Landlord for such amount or the Lessee shall pay the Lessor the Difference, each within thirty (30) days of after the receipt of a request therefor, as appropriate. (d) The additional rent payments described in this Paragraph 6 shall be prorated in the above-referenced accountingevent that this Lease commences or terminates before the end of any calendar year or fiscal tax year.

Additional Rent. As additional rental for Tenant shall pay to Landlord throughout the entire term of this Lease, Lease the following ("Additional Rent"): a. Tenant agrees shall pay a sum equal to pay to the Landlord its pro-rata share 14.6257% ("Tenant's proportionate share") of the operating expenses of Real Estate taxes. The term "Real Estate Taxes" shall mean all real estate taxes, all assessments and any taxes in lieu thereof which may be levied upon or assessed against the buildingProperty. Tenant, as herein defined. If this Lease commences or terminates on a day in addition to all other than the first or last day of a calendar year, the amount of additional rent payable payments to Landlord by Tenant applicable to the year in which such commencement or termination occurs required hereunder, shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient pay to Landlord, no more frequently than once in each year during the term of this Lease and any extension or renewal thereof, Tenant's proportionate share of such real estate taxes and assessments paid in the first instance by Landlord. Any tax year commencing during any Lease year shall be deemed to correspond to such Lease year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated taxing authorities include in such real estate taxes and assessments the value of any improvements made by Tenant, or of machinery, equipment, fixtures, inventory or other personal property or assets of Tenant, then Tenant shall pay all the taxes attributable to such items in addition to its proportionate share of said aforementioned real estate taxes and assessments. A photocopy of the tax statement submitted by Landlord to Tenant shall be sufficient evidence of the amount paid of taxes and assessments assessed or levied against the Property of which the Demised Premises are a part, as well as the items taxed. b. Tenant shall pay a sum equal to 14.6257% of the annual aggregate operating expenses incurred by Landlord in the operation, maintenance and repair of the Property ("Operating Expenses"). The term "Operating Expenses" shall include but not be limited to costs of maintenance, repair, and care of all lighting, HVAC, plumbing and electrical fixtures, equipment and systems, roofs, parking and landscaped areas, signs, snow removal, non-structural repair and maintenance of the exterior of the Building, insurance premiums, management fees not to exceed five percent (5.0%) of the gross revenue of the Building, costs of equipment purchased and used for such year exceeds the amount due purposes, wages and fringe benefits of required personnel employed for such year based on such accountingwork, Landlord agrees to return such amount and the cost or portion thereof properly allocable to the TenantProperty (amortized over the respective useful lives, determined in accord with generally accepted accounting principles, of the items in question, together with said accountinginterest at the rate of 8% per annum on the unamortized balance) of any capital improvements made to the Building by Landlord after the date of execution hereof which (i) result in a reduction of Operating Expenses, or (ii) are required under any governmental law or regulation that was not applicable to the Building at the time it was constructed. In c. "Operating Expenses" shall not include the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees cost to reimburse Landlord for such amount within thirty (30) days of receipt replace any structural portions of the above-referenced accountingBuilding, parking area, or Building systems including, but not limited to, HVAC, electrical, plumbing, exterior lighting, and life safety systems, except to the extent (if any) specifically stated in paragraph 3.

Additional Rent. As additional rental for the entire term of this Lease, Tenant Lessee agrees to pay to the Landlord its pro-rata share of Operating Expenses (as defined in Section 10 below) (which includes the operating expenses Management Fee described in Section 10) each Fiscal Year. The term "Fiscal Year", as used herein, shall mean Lessor's fiscal year for accounting purposes which currently is the 12-month period beginning January 1 and ending December 31. Lessor shall have the right to change the Fiscal Year, from time to time, and, in such event, Lessor shall notify Lessee in writing of such change. Lessee's pro rata share shall be determined by multiplying the Operating Expenses by a fraction, the numerator of which shall be the number of net rentable square feet in the Premises, and the denominator of which shall be the net rentable square footage in the Building, which may change from time to time utilizing BOMA (Building Owners and Managers Association) standards. Within 90 days following the completion of each Fiscal Year, Lessor will provide to Lessee a statement showing in reasonable detail the Operating Expenses for the preceding Fiscal Year, the Additional Rent due with regard to Lessee's share of the buildingOperating Expenses, as herein definedand Lessor's reasonable estimate of Operating Expenses for the then current Fiscal Year. If this Lease commences Lessee shall, on or terminates on a day other than the first or last day before 30 days following receipt of a calendar yearsaid statement, pay to Lessor the amount of additional rent payable Additional Rent due as provided herein, less the amount of Additional Rent paid in advance (if any) during the preceding Fiscal Year. Any overpayment will be credited by Tenant applicable Lessor to Lessee's next Base Rent payment(s). Lessee agrees to pay Additional Rent each month thereafter, in addition to Base Rent, in an amount necessary to amortize the estimated Operating Expenses for the then current Fiscal Year (or the pro rata portion thereof, if applicable) over a period equal to the year in which such commencement or termination occurs shall be pro-rated in accordance with lesser of (i) the number of days during such year this Lease was months remaining in effectthe Term or (ii) the number of months remaining in the current Fiscal Year. Landlord Notwithstanding that the Term has expired or been terminated, Lessee shall invoice Tenant remain liable for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthlypay to Lessor within 30 days following receipt of an invoice therefor, due at its pro rata portion of Operating Expenses for the same time as and together with Fiscal Year (or portion thereof) during which the Base Rent above provided, one-twelfth of such estimated amountTerm expired or was terminated. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant Lessee shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each yeartime, to audit LandlordLessor's books relevant to the additional rent Additional Rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accountingunder this Section.

Additional Rent. As additional rental Tenant shall pay, as Additional Rent for the entire term of this LeaseDemised Premises during the Term, Tenant agrees to pay to the Landlord its pro-rata share of the operating expenses of the building, as herein defined. If this Lease commences or terminates on a day other than the first or last day of a calendar year, the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each yearor at Landlord’s election, to audit Landlord's books relevant directly to the additional rent due hereunder. In public officer charged with the event that the estimated amount paid for such year exceeds the amount due for such year based on such accountingcollection thereof, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within at least thirty (30) days before the same become delinquent, all ad valorem taxes (including sanitary taxes) assessed upon the Demised Premises; all assessments and levies, general or special, ordinary or extraordinary, of receipt every nature or kind whatsoever which may be fixed, charged, levied, assessed or otherwise imposed upon the Demised Premises as it presently exists or as the Demised Premises may be hereafter improved by Tenant under the terms of this Lease; provided, however, that in the event any general or special assessments are levied against the Demised Premises which may be paid in installments, Tenant shall be obligated to pay only those installments which become due during the Term. In the event the State of Georgia or any taxing authority thereunder should, subsequent to the execution of this Lease, change or modify the present system of taxing real estate so as to tax the rental income from real estate in lieu of real estate taxes so as to impose a liability upon Landlord for the amount of such tax, then Tenant shall be liable under this Lease for the payment of the above-referenced accountingtaxes so imposed during the term of this Lease to the same extent as though such an alternative tax was a tax upon the value of the Demised Premises. In order to determine the amount of such alternative tax for which Tenant shall be liable, the Demised Premises shall be considered as if it were the only asset of Landlord, and the Monthly Rent paid under this Lease shall be considered as if it were the only income of Landlord. If Landlord elects to have Tenant pay taxes directly to the taxing authority rather than to Landlord, Tenant shall return, in Landlord’s name, all taxes which Tenant is required to pay hereunder and shall furnish to Landlord satisfactory proof of payment of such taxes, assessments and levies not later than thirty (30) days prior to the date such taxes become past due.

Additional Rent. As additional rental for Notwithstanding anything to the entire term of this contrary contained in the Lease, Tenant agrees in addition to Tenant's responsibility to pay to the Landlord its Tenant's pro-rata share of (a) Excess Real Estate Taxes (as defined in the operating expenses Lease) over the Real Estate Taxes paid during the Base Year pursuant to Section 3.03(c) of the buildingLease, and (b) Excess Operating Costs (as herein defined. If this Lease commences or terminates defined in the Lease) over the Operating Costs paid during the Base Year pursuant to Section 3.03(a) of the Lease, commencing on a day other than the first or last day anniversary of a calendar yearthe Lower Level Expansion Space Commencement Date, and continuing thereafter throughout the amount of Lease Term, Tenant shall pay to Landlord as additional rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated and otherwise in accordance with the number terms and conditions contained in Section 3.03 of days during the Lease, Tenant's pro rata share with respect to the Lower Level Expansion Space of all (i) increases in Real Estate Taxes to the extent the same exceed the Real Estate Taxes for the 2001 calendar year (the "LOWER LEVEL BASE YEAR"), which for purposes of the Lease, shall be deemed to be included within the term "Excess Real Estate Taxes," and (b) increases in Operating Costs to the extent the same exceed the Operating Costs for the Lower Level Base Year, which for purposes of the Lease, shall be deemed to be included within the term "Excess Operating Costs." For purposes hereof, Tenant's pro rata share with respect to the Lower Level Expansion Space (the "EXPANSION PRO RATA SHARE") shall be eight and ninety-three hundredths of one percent (8.93%) of all such year this Real Estate Taxes and Operating Costs incurred in excess of those incurred for the Lower Level Base Year.. Effective as of the Lower Level Expansion Space Commencement Date, Section 3.03 (b)(vii) of the Lease was in effect. Landlord shall invoice be amended to insert the words, "except to the extent paid directly by Tenant for estimated operating the Lower Level Expansion Space," following the words, "utility charges and other costs for each calendar year at of lighting, heating and cooling the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accountingProject."

Additional Rent. As additional rental for the entire term of this Lease, Tenant agrees to pay Prior to the commencement of each Lease --------------- Year (except the Base Services Year) during the Term hereof, Landlord its pro-rata share shall furnish Tenant a written statement of the operating expenses Estimated Costs Allocable to the Premises for such Lease Year and a calculation of the building, as herein defined. If this Lease commences or terminates on a day other than portion of Estimated Costs Allocable to the first or last day of a calendar year, the amount of additional rent Premises payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated as Additional Rent in accordance with this Section. In advance of or before the number first day of days each month during such year this the Term hereof commencing on the first day of the first Lease was in effect. Landlord Year following the Base Services Year, Tenant shall invoice Tenant for estimated operating costs pay as Additional Rent for each calendar year at the beginning of month during each such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, Lease Year: one-twelfth (1/12th) of the Estimated Costs Allocable to the Premises. If at any time or times during any such estimated amount. Within a reasonable time after Lease Year, it appears to Landlord that the end of each calendar yearEstimated Costs Allocable to the Premises will vary from Landlord's estimate by more than five percent (5%) on an annualized basis, Landlord will provide Tenant with an accounting showing the operating expenses may, by written notice to Tenant, revise its estimate for such year Lease Year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant portion of the Estimated Costs Allocable to the additional rent due hereunder. In the event that the estimated amount paid Premises payable by Tenant as Additional Rent as provided herein for such year exceeds the amount due for such year Lease Year shall be accordingly adjusted based on such accountingrevised estimate. Notwithstanding the foregoing, Landlord agrees to return such amount in no event shall the increase in Tenant's portion of Actual Costs Allocable to the Premises (exclusive of gas and electricity and Property Taxes) in any Lease Year exceed the greater of (i) five percent (5%) of Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt 's portion of the above-referenced accountingprevious Lease Year's Actual Costs Allocable to the Premises or (ii) such Lease Year's increase in the Consumer Price Index for All Urban Consumers, U.S. City Average (the "Index"), published by the United States Department of Labor's Bureau of Labor Statistics over the Index for the preceding Lease Year. Increases in the cost of gas and electricity and Property Taxes shall not be subject to any "cap" or limit.

Additional Rent. As additional rental Commencing on the Lease Commencement Date (as determined pursuant to Paragraph 2.3 above) and continuing throughout the Lease Term, in addition to the Base Monthly Rent and to the extent not required by Landlord to be contracted for the entire term of this Leaseand paid directly by Tenant, Tenant agrees to shall pay to Landlord as additional rent (the Landlord its pro-rata share "Additional Rent") the following amounts: (a) An amount equal to all Property Operating Expenses (as defined in Article 13) incurred by Landlord. Payment shall be made by whichever of the operating following methods (or combination of methods) is (are) from time to time designated by Landlord: (i) Landlord may forward invoices or bills for such expenses to Tenant, and Tenant shall, no later than ten (10) days prior to the due date, pay such invoices or bills and deliver satisfactory evidence of the buildingsuch payment to Landlord, as herein defined. If this Lease commences or terminates and/or (ii) Landlord may ▇▇▇▇ to Tenant, on a day other periodic basis not more frequently than the first or last day of a calendar yearmonthly, the amount of additional rent payable such expenses (or group of expenses) as paid or incurred by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar yearLandlord, and Tenant agrees shall pay to prepay monthly, due at Landlord the same time as and together with the Base Rent above provided, one-twelfth amount of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of after receipt of a written ▇▇▇▇ therefor from Landlord, and/or (iii) Landlord may deliver to Tenant Landlord's reasonable estimate of any given expense (such as Landlord's Insurance Costs or Real Property Taxes), or group of expenses, which it anticipates will be paid or incurred for the above-referenced accountingensuing calendar or fiscal year, as Landlord may determine, and Tenant shall pay to Landlord an amount equal to the estimated amount of such expenses for such year in equal monthly installments during such year with the installments of Base Monthly Rent. Landlord reserves the right to change from time to time the methods of billing Tenant for any given expense or group of expenses or the periodic basis on which such expenses are billed. (b) Landlord's share of the consideration received by Tenant upon certain assignments and sublettings as required by Article 7. (c) Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord pursuant to Article 13; and (d) Any other charges or reimbursements due Landlord from Tenant pursuant to the terms of this Lease. Notwithstanding the foregoing, Landlord may elect by written notice to Tenant to have Tenant pay Real Property Taxes or any Portion thereof directly to the applicable taxing authority, in which case Tenant shall make such payments and deliver satisfactory evidence of payment to Landlord no later than ten (10) days before such Real Property Taxes become delinquent.

Additional Rent. As In addition to the Base Rent, Tenant agrees for each year subsequent to the Base Year to pay an additional rental for rent ("Additional Rent") based upon Tenant's proportional share of the entire term excess of operating costs in each such subsequent year over Landlord's operating costs in the Base Year. For purposes of this Lease, the "Base Year" shall be 1997. Additional Rent will be payable in equal monthly installments during each year based upon the cost increases for such year, as estimated by Landlord, with and adjustment to be made at such time as the actual operating costs for such year are determined. Operating costs as used herein shall be the Landlord's costs during each calendar year for real estate taxes and special assessments, heat, air conditioning and ventilation, energy costs, elevator service, cleaning and janitorial services, security, landscaping and care of grounds, supplies, maintenance, repairs, painting wall and window washing, tools and equipment (which are not required to be capitalized for Federal Income Tax purposes) labor, including all wages and salaries and all Social Security and other taxes may be levied upon such wages and salaries, insurance and all other costs properly constituting direct operating costs according to standard accounting practices including administrative and management expense but not including depreciation of building or equipment, interest, income taxes, costs of maintaining the Landlord's corporate existence or any costs required to be capitalized for Federal Income Tax purposes. The proportionate share of Tenant agrees to pay shall be computed by multiplying the excess of operating costs, if any, for the applicable subsequent year over the operating costs for the Base Year by the ratio of the rentable area of the Premises to the Landlord its pro-rata share total rentable area of the operating expenses Building, it being agreed that the rentable area of the buildingPremises is 3,163 square feet and the total rentable area of the Building is 61,217 square feet. Landlord shall, as herein defined. If this Lease commences or terminates on a day other soon as conveniently possible and in any event not later than February 1st in each year, advise Tenant of the first or last day amount of a calendar Additional Rent and thereafter Tenant shall pay the Additional Rent indicated, which Additional Rent shall apply to the then current lease year, such new rates being applied to any months to which the Base Rent shall then have been paid as well as the unexpired months of the current lease year, the amount of additional rent payable by Tenant applicable adjustment for the then expired months to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year made at the beginning payment of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with next succeeding monthly rental. Under no circumstances shall the total monthly rental be less then the scheduled monthly Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accountingprovided herein.

Additional Rent. As additional rental (a) Commencing with the Effective Date and continuing through the remainder of the Term, Delta shall pay to IAT pursuant to Section 7.06 on the dates and at the times provided for herein all amounts comprising Additional Rent (including Delta’s Share of ATA Permitted Remediation Costs and Delta’s Parking Space Costs) under this Agreement, provided that, if a date or time is not specified for the entire term payment of this Leasea particular component of Additional Rent, Tenant agrees to such component of Addition Rent shall be paid on the first day of the calendar month immediately succeeding the date on which such Additional Rent obligation arises. (b) Commencing with the Second Supplement Effective Date and continuing until Phase II DBO, Delta shall pay to IAT, as Additional Rent, $456,000.00 annually, which annual amount shall be increased, on a compounding basis, by the Landlord its pro-rata share Annual CPI Percentage Increase (as defined in the Port/IAT Lease) on the first day of each Annual Period occurring after the Second Supplement Effective Date, and which annual amount shall be adjusted by IAT in consultation with Delta to account for material increases over, or material decreases from, the expected costs and expenses incurred by IAT in connection with IAT’s operation and maintenance of the operating expenses of the building, as herein definedBus Gate. If this Lease commences or terminates Such amount shall be payable in equal monthly installments on a day other than the first or last day of each calendar month following the Second Supplement Effective Date, subject to pro ration as appropriate if the Second Supplement Effective Date does not occur on the first day of a calendar yearmonth, and subject to a credit for any amounts paid by Delta to IAT under the amount Bus Gate Right of additional rent payable by Tenant applicable to Entry Agreement in respect of the year month in which such commencement or termination occurs shall be pro-rated the Second Supplement Effective Date occurs, and otherwise in accordance with Section 7.06. Notwithstanding the foregoing, Delta shall receive a credit against the Additional Rent payable by Delta hereunder for Non-Delta Passengers’ use of the Bus Gate based on the total number of days during such year this Lease was Non-Delta Passengers using the Bus Gate in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year month as compared to the total number of passengers at Terminal 4 using the beginning of Bus Gate in such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant month applied to the additional rent due hereunderapplicable installment of Additional Rent for the time period in question. In the event that the estimated amount paid “Non-Delta Passengers” shall mean passengers on all flights operating at Terminal 4 except for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accountingflights operated by Delta or a Delta Affiliate Carrier.

Additional Rent. As Beginning January 1, 2013 and continuing throughout the term of the Lease and any extension(s) thereof, LESSEE shall pay to LESSOR as additional rental rent a proportionate share (38% being 22,592¸59,466) of any increase over the Building’s base year operating expenses and real estate taxes. All operating expenses (including for the entire term base year) shall be based upon the Building being 95% occupied and fully assessed for real estate taxes. The base year for computing operating expenses increases shall be calendar year 2012. Operating expenses shall be defined as all costs and expenses of this Leaseevery kind and nature paid or incurred by Lessor in operating the Building including, Tenant agrees to pay but not limited to, management, equipment, utilities (including, without limitation, water and sewer), insurance, structural and mechanical maintenance, repairs, snow removal, cleaning of common areas, wages, and real estate taxes. The replacement of capital items shall be included in operating expenses after LESSOR obtains LESSEE’s prior written consent (which consent shall not be unreasonably withheld or delayed) and then to the Landlord its pro-rata extent of LESSOR’s reasonable costs thereof but amortized over the longest useful life according to generally accepted accounting principles. LESSEE’s proportionate share of the operating expenses shall: (i) decrease to the extent rentable area in the Building shall increase and (ii) shall not increase for any reason. LESSEE shall have the right to inspect, copy and audit LESSOR’s books, records and accounts concerning operating expenses and real estate taxes during normal business hours. The following items are also specifically excluded from the definition of operating expenses: payments of principal and/or interest related to indebtedness or other costs of financing the Building, equipment, improvements, replacements or repairs; ground rent; depreciation or amortization on the Building; costs of enforcement of leases; advertising, promotional and Building expenses relating to leasing or procuring tenants or negotiating with prospective tenants; any costs representing an amount paid for services or materials to a related person, firm or entity to the extent such amount exceeds the amount that would be paid for such services or materials at the then-existing market rates for the same quality and/or timeliness to an unrelated person, firm or corporation on a competitive bid basis; rentals and other related expenses incurred in leasing air conditioning systems, elevators or other equipment ordinarily considered to be of a capital nature; any tenant work performed, or alteration of space leased to, tenants or occupants of the buildingBuilding, as herein defined. If this Lease commences whether such work or terminates alterations is performed for the initial occupancy by such tenant or occupant or any cash or other consideration paid by LESSOR on account of, with respect to, or in lieu of, said tenant work or alterations; repairs or replacements necessitated by the negligence or willful misconduct of (a) LESSOR or its employees, agent or contractor or (b) other tenants; the cost of repairs incurred by reason of fire or other casualty or condemnation to the extent that either (a) LESSOR is compensated therefor through proceeds of insurance or condemnation awards; (b) LESSOR is not fully compensated therefor due to the failure of LESSOR to obtain insurance against such fire or casualty or the decision of LESSOR to self-insure; or (c) if LESSOR is not fully compensated by reason of the co-insurance provisions of its insurance policies due to LESSOR’s failure to obtain and maintain a sufficient amount of insurance coverage; costs incurred to clean up, contain, ▇▇▇▇▇, remove, or otherwise remedy hazardous materials or substances; professional dues and lobbying expenses; acquisition costs for works of art or sculpture located within or outside the Building; any interest; penalties; fines; commissions; cost of services or labor not provided on a day regular basis to all tenants in the Building; and wages, salaries or fees paid to executive personnel of LESSOR not involved in the direct management of the Building. Real estate taxes shall not include corporation, franchise, income, profit or capital levy taxes, or inheritance, succession, estate, gift, transfer or any other than tax, charge or imposition by whomever assessed or levied by reason of or arising because of any devise, descent or transfer of the first Building or last day any interest therein by LESSOR or its successors in title, increases in taxes resulting from an increase in the height or bulk of the Building, or penalties and interest for late payment of real estate taxes, municipal betterment assessments, and any taxes attributable to improvements made by any other tenants unless such improvements benefit all tenants of the Building. Under no circumstances shall LESSEE be liable for any taxes resulting from the subdivision of the land under the Building into two or more parcels, the declaration of a calendar yearcondominium or cooperative, the amount addition of additional rent payable by Tenant applicable floors to the year in which Building, or change of use for the Building and/or such commencement or termination occurs land. (LESSOR shall pay all real estate taxes to the appropriate taxing authority when the same are due and payable and any betterments assessed shall be pro-rated in accordance with paid on an installment basis for the number maximum period of days during such year this Lease was in effecttime permitted by law. Landlord shall invoice Tenant use reasonable efforts to minimize real estate taxes. LESSOR shall promptly pay LESSEE its equitable share of any refunds, abatements or credits of real estate taxes received by LESSOR [less LESSOR’s reasonable expenses in obtaining the same] for estimated operating costs for each calendar any year at the beginning with respect to which LESSEE has paid its share of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accountingreal estate taxes.)

Additional Rent. As additional rental for (a) Commencing on the entire term of this LeaseCommencement Date, and in each calendar year thereafter during the Term, Tenant agrees shall pay in advance on a monthly basis to pay Landlord, Tenant’s Share of the “Recognized Expenses”, without deduction, counterclaim or setoff, to the Landlord its pro-rata share extent such Recognized Expenses exceed the Recognized Expenses in calendar year 2010 (“Base Year”). Tenant’s Share is 7.18%, which is 7,342/102,243. Recognized Expenses are (i) all reasonable “Operating Costs and Expenses” related to the maintenance, operation and repair of the Project incurred by Landlord, including but not limited to management fee not to exceed three (3%) percent of Rent; common area electric; and capital expenditures and capital repairs and replacements shall be included as operating expenses solely to the extent of the buildingamortized costs of same over the useful life of the improvement in accordance with generally accepted accounting principles such useful life not to exceed five (5) years; (ii) all insurance premiums payable by Landlord for insurance with respect to the Project and (iii) Taxes payable on the Project. Each of the Recognized Expenses shall for all purposes be treated and considered as Additional Rent, as herein defined. If this Lease commences or terminates Tenant shall pay, in monthly installments in advance, on a day other than the first or last day account of a calendar yearTenant’s Share of Recognized Expenses, the estimated amount of additional rent payable the increase of such Recognized Expenses for such year in excess of the Base Year as determined by Tenant applicable Landlord in its reasonable discretion. Prior to the end of the calendar year in which the Lease commences and thereafter for each successive calendar year (each, a “Lease Year”), or part thereof, Landlord shall send to Tenant a statement of projected increases in Recognized Expenses in excess of the Base Year and shall indicate what Tenant’s Share of Recognized Expenses shall be. As soon as administratively available, Landlord shall send to Tenant a statement of actual Recognized Expenses for the prior Lease Year showing the Share due from Tenant In the event the amount prepaid by Tenant exceeds the amount that was actually due then Landlord shall issue a credit to Tenant in an amount equal to the over charge, which credit Tenant may apply to future payments on account of Recognized Expenses until Tenant has been fully credited with the over charge. If the credit due to Tenant is more than the aggregate total of future rental payments, Landlord shall pay to Tenant the difference between the credit in such commencement or termination occurs aggregate total. In the event Landlord has undercharged Tenant, then Landlord shall send Tenant an invoice with the additional amount due, which amount shall be pro-rated paid in accordance full by Tenant within thirty (30) days of receipt. (b) Operating Costs and expenses shall not include any of the following: (i) Repairs or other work occasioned by fire, windstorm or other insured casualty or by the exercise of the right of eminent domain to the extent of insurance proceeds or condemnation awards received therefor; (ii) Leasing commissions, accountants’, consultants’, auditors or attorneys’ fees, costs and disbursements and other expenses incurred in connection with negotiations or disputes with other tenants or prospective tenants or other occupants, or associated with the number enforcement of days during such year this Lease was any other leases or the defense of Landlord’s title to or interest in effect. the real property or any part thereof; (iii) Costs incurred by Landlord shall invoice Tenant in connection with construction of the Building and related facilities, the correction of latent defects in construction of the Building or the discharge of Landlord’s Work; (iv) Costs (including permit, licenses and inspection fees) incurred in renovating or otherwise improving or decorating, painting, or redecorating the Building or space for estimated operating other tenants or other occupants or vacant space; (v) Depreciation and amortization; (vi) Costs incurred due to a breach by Landlord or any other tenant of the terms and conditions of any lease; (vii) Overhead and profit increment paid to subsidiaries or affiliates of Landlord for management or other services on or to the Building or for supplies, utilities or other materials, to the extent that the costs for each calendar year at the beginning of such calendar yearservices, and Tenant agrees to prepay monthlysupplies, due at utilities or materials exceed the same time as and together with reasonable costs that would have been paid had the Base Rent above providedservices, one-twelfth of such estimated amount. Within supplies or materials been provided by unaffiliated parties on a reasonable time after basis without taking into effect volume discounts or rebates offered to Landlord as a portfolio purchaser; (viii) Interest on debt or amortization payments on any mortgage or deeds of trust or any other borrowings and any ground rent; (ix) Ground rents or rentals payable by Landlord pursuant to any over-lease; (x) Any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord; (xi) Costs incurred in managing or operating any “pay for” parking facilities within the end Project; (xii) Expenses resulting from the gross negligence or willful misconduct of each calendar yearLandlord; (xiii) Any fines or fees for Landlord’s failure to comply with governmental, Landlord will provide Tenant with an quasi-governmental, or regulatory agencies’ rules and regulations; (xiv) Legal, accounting showing and other expenses related to Landlord’s financing, re-financing, mortgaging or selling the operating expenses Building or the Project; (xv) Costs for sculpture, decorations, painting or other objects of art in excess of amounts typically spent for such year and Tenant's share thereof. items in office buildings of comparable quality in the competitive area of the Building; (xvi) Cost of any political, charitable or civic contribution or donation; and (xvii) Costs that are capital in nature except as provided in subsection 4(a) hereof. (c) Tenant shall have the right, at its sole expense cost and at a reasonable time convenient expense, within ninety (90) days from receipt of Landlord’s statement of Recognized Expenses, to audit or have its appointed accountant audit Landlord, no ’s records related to Recognized Expenses provided that any such audit may not occur more frequently than once each year, calendar year nor apply to audit Landlord's books relevant any year prior to the additional rent due hereunderyear of the statement being reviewed. In the event Tenant’s audit discloses any discrepancy, Landlord and Tenant shall use their best efforts to resolve the dispute and make an appropriate adjustment, failing which, they shall submit any such dispute to arbitration pursuant to the rules and under the jurisdiction of the American Arbitration Association in Philadelphia, Pennsylvania. The decision rendered in such arbitration shall be final, binding and non-appealable. The expenses of arbitration, other than individual legal and accounting expenses which shall be the respective parties’ responsibility, shall be divided equally between the parties. In the event, by agreement or as a result of an arbitration decision, it is determined that the estimated amount paid for such year exceeds actual Recognized Expenses exceeded those claimed by the amount due for such year based on such accountingLandlord by more than ten percent (10%), Landlord agrees the actual, reasonable hourly costs to return such amount to the Tenant of Tenant, together with said accounting’s audit (including legal and accounting costs) shall be reimbursed by Landlord. In the event that Tenant utilizes a contingent fee auditor and Landlord is responsible for the estimate is less than payment of such auditor, Landlord shall only pay the operating expenses for reasonable hourly fee of such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accountingauditor.

Additional Rent. As additional rental Subtenant shall pay to Sublandlord as Additional Rent its share (as set forth in Section 4.3(b) above) of the amount by which (i) amounts payable by Sublandlord to Landlord pursuant to Article 7 of the Master Lease in respect of Taxes and Operating Expenses, exceed (ii) applicable amounts for each such category payable by Sublandlord to Landlord under Article 7 of the Master Lease for the entire calendar year ending December 31, 2019, with such payments to commence January 1, 2020. Subtenant understands that the term “Taxes” includes “Payment in Lieu of this Lease, Tenant agrees to Taxes” known as “PILOT.” OMM_US:76369748.8 Subtenant shall also pay to (w) the Landlord its pro-rata share of the operating expenses of the building, as herein defined. If this Lease commences or terminates on a day other than the first or last day of a calendar year, the amount of additional rent payable by Tenant BID Taxes applicable to the Subleased Premises, (x) any Theater Surcharge or Percentage Rent as applicable to the 26th floor under the Master Lease , (y) the Annual HVAC Special Charge, which is currently set at $5,643.24 per year and subject to increase from time to time and (z) the condenser water charges imposed by Landlord and referenced in which such commencement or termination occurs shall be pro-rated in accordance with Section 2.4 above. For informational purposes, Percentage Rent for the number of days during such 37th floor is currently $5,531.40 per year this Lease was in effectand is set to increase to $8,297.16 on July 1, 2019. Landlord Sublandlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due Subtenant at the same time as frequency it receives and together with the Base Rent above providedinvoice from Landlord for all such components of Additional Rent, one-twelfth which invoices will be based upon Landlord’s calculation or estimate of such estimated amountcharges in the applicable year (EXCEPT AS SET FORTH BELOW), and Subtenant shall pay such Additional Rent to Sublandlord within 30 days after Subtenant’s receipt of an invoice therefor. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the TenantSuch Additional Rent, together with said accountingany and all other amounts payable by Subtenant to Sublandlord pursuant to the terms of this Sublease, shall be hereinafter referred to as the “Additional Rent.” Additional Rent charges shall also be subject to annual reconciliation as determined by Landlord under the Master Lease (“Landlord’s Reconciliation”), and Subtenant understands that such Landlord’s Reconciliation for the final year of the Sublease may not be available until after the expiration of the Term. In Subtenant shall promptly pay to Sublandlord any underpayment identified by the event post-Term Landlord’s Reconciliation and Sublandlord shall promptly refund to Subtenant any overpayment identified therein, even if the applicable Landlord’s Reconciliation occurs after the expiration of the Term; provided that the estimate is less than foregoing obligation shall terminate two (2) years following the operating expenses for such applicable tax year or calendar year. The foregoing obligation shall survive the termination of this Sublease, Tenant agrees so long as any revised statement is sent by Sublandlord to reimburse Landlord for such amount within thirty Subtenant with two (302) days of receipt years of the above-referenced accountingapplicable tax year or calendar year. It is the intent of the parties with respect to Additional Rent, that Sublandlord shall not profit from the pass through, but shall rather reconcile all pass throughs on an annual basis based on Landlord’s Reconciliation under the Master Lease. Upon written request from Subtenant from time to time, Sublandlord shall provide any applicable documentation delivered by Landlord to Sublandlord, which evidences such Additional Rent.

Additional Rent. As additional rental for In addition to the entire term of this LeaseBase Rent, Tenant agrees to pay to as additional rent (the Landlord “Additional Rent”) its pro-pro rata share of the operating all Landlord’s expenses of management fees for the buildingBuilding, 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 not include capital costs and expenses, as herein defineddefined 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. If this Lease commences or terminates on a day other than Management fees for the first or last day Building shall not exceed Three Percent (3%) of a calendar yearthe 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 amount management fee shall not exceed Four Percent of additional rent payable the gross annual rents generated by the Building. Landlord and Tenant applicable agree that water and sewer charges will be separately metered to the year in which such commencement or termination occurs 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 pro-rated in accordance with the number responsibility of days during such year this Lease was in effectthe Landlord. Tenant shall begin paying its pro rata share of Operating Expenses on the Rent Commencement Date. Failure of Tenant to pay any sums required hereunder shall be deemed as a failure to pay rent. Landlord shall invoice Tenant for estimate the Operating Expenses and shall provide notice thereof at least annually on the anniversary of this Lease. Said estimated operating costs for each calendar year at Operating Expenses shall be payable in advance on the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the day that Base Rent above provided, one-twelfth is due in installments equal to 1/12 of such the estimated amountOperating Expenses. Within a reasonable time after Each year during the Lease Term and within the ninety (90) days next following the end of each calendar year, Landlord will provide 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 shall make adjustments for underpayment of Tenant’s pro rata share of said Operating Expenses, which underpayment Tenant shall pay with an accounting showing Tenant’s next monthly payment of Tenant’s pro rata share of said Operating 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 until such overpayment is exhausted. Payments of additional rent received more than five (5) days after the operating due date may be subject to a late payment penalty equal to 2% of the payment amount for each month the payment is late. ▇▇▇▇▇ ▇ ▇▇▇ ▇ ▇▇▇▇▇ ▇▇ 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 such year and Tenant's share thereof. Tenant shall have painting, redecorating, or other work which Landlord performs for any tenant in the rightBuilding; any expense which is payable by fewer than all the tenants of the Building; interest, at its sole expense and at a reasonable time convenient amortization, or other payments on loans to Landlord, no more frequently than once each yearwhether secured or unsecured; depreciation of the Building or other said improvements; ground rent; salaries, wages or other compensation paid to audit any employee above the grade of building superintendent or building manager, including all officers or executives of Landlord's books relevant ; 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 additional rent 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 hereunderto 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. In Supplementing the event that foregoing, (i) to the estimated extent any person whose wage, salary, fringe benefits and taxes (payroll and workers’ compensation, etc.) are included in the Operating Expenses does not devote his/her entire time to the Building, then said wage, salary, fringe benefits and other items shall be included only in proportion to the amount paid of time spent with respect to the 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 year exceeds service shall not exceed the amount due for such year based on such accounting, Landlord agrees to return such amount to reasonable and customary cost charged by an independent third party performing the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accountingsame services.

Additional Rent. As additional rental part of the consideration for the entire term execution of this Lease Agreement, and in addition to the Base Rent specified above, Tenant covenants and agrees to pay, as additional rent (the "Additional Rent"), Tenant's pro rata share of the Operating Expenses (as hereinafter defined). The estimated Operating Expenses for 2015 are $2.15 per square foot of rentable area. Notwithstanding anything to the contrary, Controllable Operating Expenses for any year in the Term shall not increase by more than eight percent (8%) over the prior year. For purposes of this Lease, Tenant agrees "Controllable Operating Expenses" shall mean all Operating Expenses except for Taxes (defined in Paragraph 2 of Exhibit "B") and Insurance (defined in Paragraph 2 of Exhibit "B"). Tenant's pro rata share shall be a fraction, the numerator of which is the rentable area in the Leased Premises and the denominator of which is rentable area in the Building. A. All Operating Expenses shall be computed on the accrual basis. The term "Operating Expenses" as used herein shall mean all expenses, costs and disbursements in connection with the ownership, operation, management, maintenance and repair of the Building, related pedestrian walkways , landscaping, fountains, roadways and parking facilities, and such additional facilities to pay service any of the foregoing in subsequent years as may be necessary or desirable in Landlord's discretion, including, without limitation, the costs, charges, and expenses incurred with respect to the Landlord its pro-rata share items enumerated as "Operating Expense Examples" in Paragraph 2 of the operating expenses of the building, as herein defined. If Exhibit "B" to this Lease commences or terminates on a day other than the first or last day Agreement. Operating Expenses will not include those items enumerated as "Operating Expense Exclusions" in Paragraph 1 of a calendar year, the amount of additional rent payable by Tenant applicable Exhibit "B" to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accountingAgreement.

Additional Rent. As additional rental for (a) Taxes, Insurance and Common Area Maintenance (1) In the entire event the "Tax, Insurance and Common Area Maintenance Expenses" (as defined below) of the Building shall in any calendar year during the term of this LeaseLease exceed the sum of $Base Year 2000 per square foot, then -------------- with respect to such excess (the "Tax, Insurance and Common Area Maintenance Differential"), Tenant agrees to pay to the Landlord its pro-as additional rental Tenant's pro rata share of the operating expenses Tax, Insurance and Common Area Maintenance Differential within ten (10) days following receipt of an invoice from Landlord stating the amount due. The pro rata share to be paid by Tenant is Twelve and Seventy Nine Hundredths ---------------------------------- percent (12.79%) subject, however, to adjustment for any expansion of the buildingLeased ----- Premises. In the case of a multi-building Project, if such Tax, Insurance and Common Area Maintenance Expenses are not separately assessed to the Building but are assessed against the Project as herein defined. If a whole, Landlord shall determine the portion of such Tax, Insurance and Common Area Maintenance Expenses allocable to the Building in which the Leased Premises are located. (2) At or prior to the commencement of this Lease and at any time during the Lease term, Landlord may deliver to Tenant a written estimate of any additional rent applicable to the Leased Premises (based on the pro rata share stated above) which may be anticipated for excess Tax, Insurance and Common Area Maintenance Expenses during the calendar year in which this Lease commences or terminates on a day other than the first or last day of a for any succeeding calendar year, as the case may be. Based upon such written estimate, the monthly Base Rental shall be increased by one-twelfth (1/12) of the estimated additional rent. (3) Statements showing the actual Tax and Insurance Expenses (as well as the actual Common Area Maintenance Expenses, as defined in Paragraph 6(b) below) and Tenant's proportionate share thereof (hereinafter referred to as the "Statement of Actual Adjustment") shall be delivered by Landlord to Tenant after any calendar year in which additional rental was paid or due by Tenant. Within ten (10) days after the delivery by Landlord to Tenant of such Statement of Actual Adjustment, Tenant shall pay Landlord the amount of any additional rental shown on such statement as being due and unpaid. If such Statement of Actual Adjustment shows that Tenant has paid more than the amount of additional rent payable by rental actually due from Tenant applicable for the preceding calendar year and if Tenant is not then in default under this Lease, Landlord shall credit the amount of such excess to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, next Base Rental installment due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and from Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accounting.

Additional Rent. As additional rental for the entire term Tenant acknowledges that this is a net lease carefree of this Lease, Tenant agrees to pay all expenses to the Landlord, and the Tenant therefore covenants to be responsible and pay for, and of which sums the Landlord its pro-rata share of the operating expenses of the building, as herein defined. If this Lease commences or terminates on a day other than the first or last day of a calendar year, the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees entitled to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount charge to the Tenant, together a monthly fee which shall include the following: (i) water and sewer charges (unless separately metered); all real estate taxes; outside maintenance including driveways, trucking and parking areas; lawn and shrubbery maintenance; snow removal and fire insurance premiums; and any other expenses of whatever nature traceable to the Tenant's use and/or occupation of the Premises including but not limited to any and all utility charges (hydro and gas), telephone charges, business taxes, local improvement charges, and heating, ventilation and air conditioning, to the extent such are not separately metered and/or assessed; and, (ii) a reasonable apportionment of expenses incurred in managing, maintaining and insuring the Building and for structural and common area maintenance thereof, along with said accounting. In the event that Landlord's administration charge of fifteen percent (15%) of all such expenses; as apportioned to the estimate is less than Tenant according to the operating expenses for such calendar yearproportion the square footage of the Premises bears to the square footage of the Building, Tenant agrees all of which sums (hereafter referred to reimburse as "Additional Rent") including G.S.T. thereon shall be estimated by the Landlord for such amount within thirty (30) days of receipt each year of the aboveTerm with notice thereof to be provided to the Tenant by 31st of December of the preceding year of the Term (except for the first year) and one-referenced accountingtwelfth (1/12) of such estimate shall be payable by the Tenant as Additional Rent every month during a year of the Term; the Landlord shall reconcile the actual expenses compared to such estimated expenses by the 31st of March of the year following a year of the Term, shall provide such reconciliation to the Tenant, and shall either demand from the Tenant any underpayment which shall be payable immediately upon notice thereof or return to the Tenant any overpayment; and the Landlord, in addition to any other rights, shall have the same remedies and may take the same steps for the recovery of such sums as rent in arrears under the terms of this Lease. For the first year of the Term the estimated annual Additional Rent shall be the sum of sixty-six thousand and three hundred dollars ($66,300,00) being a monthly payment of five thousand two hundred and twenty-five dollars ($5,525.00), plus G.S.T., where the Landlord warrants and represents that for the first year of the Term such Additional Rent shall not exceed the aforementioned estimate and such Additional Rent shall be adjusted once the Tenant receives its own water meter.

Additional Rent. As additional rental for (a) Commencing on January 1, 2013, and in each calendar year thereafter during the entire term of this LeaseTerm, Tenant agrees shall pay in advance on a monthly basis to pay Landlord, Tenant’s Share of the “Recognized Expenses”, without deduction, counterclaim or setoff, to the Landlord its pro-rata share extent such Recognized Expenses exceed the Recognized Expenses in calendar year 2012 (“Base Year”). Tenant’s Share is 1.41%, which is 3,406/241,778, which Share may increase or decrease as the Building size increases or decreases. Recognized Expenses are (i) all reasonable operating costs and expenses related to the maintenance, operation and repair of the operating Building and those costs and expenses of the buildingProject reasonably allocable and beneficial to the Building incurred by Landlord, including but not limited to management fee not to exceed three (3%) percent of Rent; and capital expenditures and capital repairs and replacements shall be included as herein defined. If Recognized Expenses provided such capital repairs or replacements were necessitated by a change in law or regulation occurring after the date of this Lease commences or terminates on were intended to have cost saving benefits over the Term and then solely to the extent of the amortized costs of same over the useful life of the improvements in accordance with generally accepted accounting principles, provided, however, for those capital expenditures, capital repairs and replacements that were generated to have a day other than cost savings benefit over the first or last day of a calendar yearTerm, the amortized costs of such expenditures, repairs or replacements for each Lease Year shall be capped at the actual savings per Lease Year resulting from that capital expenditure, capital repair or replacement. The cap on actual savings shall not apply to capital expenditures, capital repairs and replacements resulting from a change in law or regulation; (ii) all insurance premiums payable by Landlord for insurance with respect to the Project and (iii) Taxes payable on the Project**. Each of the Recognized Expenses shall for all purposes be treated and considered as Additional Rent. Tenant shall pay, in monthly installments in advance, on account of Tenant’s Share of Recognized Expenses, the estimated amount of additional rent payable the increase of such Recognized Expenses for such year in excess of the Base Year as determined by Tenant applicable Landlord in its reasonable discretion. Prior to the end of the calendar year in which such commencement the Lease commences and thereafter for each successive calendar year (each, a “Lease Year”), or termination occurs part thereof, Landlord shall send to Tenant a statement of projected increases in Recognized Expenses in excess of the Base Year and shall indicate what Tenant’s Share of Recognized Expenses shall be. The Base Year shall be pro-rated adjusted to exclude from the Base Year “extraordinary items” incurred in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year. For purposes or this subparagraph, extraordinary items shall mean either (X) cost increases over the prior calendar year of eleven and Tenant agrees to prepay monthlyone quarter percent (11.25%) or more, due at or (Y) items which increase Landlord’s total expenses and such items have not been included in the same time determination of expenses by the Landlord (or the Landlord’s predecessor in interest) for the prior three years of operating the Building. As soon as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar yearadministratively available, Landlord will provide shall send to Tenant with an accounting a statement of actual for Recognized Expenses for the prior Lease Year showing the operating expenses for such year and Share due from Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year prepaid by Tenant exceeds the amount that was actually due for such year based then Landlord shall issue a credit to Tenant in an amount equal to the over charge, which credit Tenant may apply to future payments on such accountingaccount of Recognized Expenses until Tenant has been fully credited with the over charge. If the credit due to Tenant is more than the aggregate total of future rental payments, Landlord agrees shall pay to return Tenant the difference between the credit in such amount to the Tenant, together with said accountingaggregate total. In the event that Landlord has undercharged Tenant, then Landlord shall send Tenant an invoice with the estimate is less than the operating expenses for such calendar yearadditional amount due, which amount shall be paid in full by Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt receipt. ** Taxes shall be defined as all taxes, assessments and other governmental charges (“Taxes”), including special assessments for public improvements or traffic districts which are levied or assessed against the Project during the Term or, if levied or assessed prior to the Term, which properly are allocable to the Term, and real estate tax appeal expenditures incurred by Landlord to the extent of any reduction resulting thereby. Nothing herein contained shall be construed to include as Taxes: (A) any inheritance, estate, succession, transfer, gift, franchise, corporation, net income or profit tax or capital levy that is or may be imposed upon Landlord or (B) any transfer tax or recording charge resulting from a transfer of the Building or the Project; provided, however, that if at any time during the Term the method of taxation prevailing at the commencement of the Term shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such there shall be levied, assessed or imposed (i) a tax on the rents received from such real estate, or (ii) a license fee measured by the rents receivable by Landlord from the Premises or any portion thereof, or (iii) a tax or license fee imposed upon Premises or any portion thereof, then the same shall be included in the computation of Taxes hereunder. (b) Notwithstanding the foregoing, the term “Recognized Expenses” shall not include any of the following: (i) Costs (including permit, licenses and inspection fees) incurred in renovating or otherwise improving or decorating, painting, or redecorating the Building or space for other tenants or other occupants or vacant space; (ii) Charges for electricity, water, or other utilities, services or goods and applicable taxes for which Tenant or any other tenant, occupant, person or other party is obligated to reimburse Landlord or to pay to third parties; (iii) Depreciation and amortization; (iv) Costs of extraordinary services provided to other tenants of the Building or services to which Tenant is not entitled (including, without limitation, costs specially billed to and paid by specific tenants); (v) Overhead and profit increment paid to subsidiaries or affiliates of Landlord for management or other services on or to the Building or for supplies, utilities or other materials, to the extent that the costs of such services, supplies, utilities or materials exceed the reasonable costs that would have been paid had the services, supplies or materials been provided by unaffiliated parties on a reasonable basis without taking into effect volume discounts or rebates offered to Landlord as a portfolio purchaser; (vi) Lease payments for rental equipment (other than equipment for which depreciation is properly charged as an expense) that would constitute a capital expenditure if the equipment were purchased, except as provided in Article 4(a) above-referenced accounting.; (vii) Any cost associated with obtaining a warranty, and all costs of repair or replacement of any item covered by a warranty;

Additional Rent. As additional rental It is agreed and understood that the rant above specified shall be entirely "net" to the Landlord. In addition to all direct expenses relating to the Leased Premises, the Tenant shall be responsible, from the date of occupancy forward through the whole term of the Lease, for the entire term of this LeaseTenant's pro rata share, Tenant agrees to pay to hereafter called additional rent, based upon the Landlord its pro-rata share of the operating expenses Gross Leaseable Area of the building, of all taxes, levies, assessments, charges and expenses or outlays of any nature whatsoever, in connection with or attributable to the Leased Premises (presently estimated to be $8.82/sq. ft./annum). The estimate prorated shared share shall be payable 1/12 monthly and adjusted semi-annually or annually. The Tenant is not responsible for the Landlord's income taxes, mortgage, and other financing costs or repair of structural defects. The Tenant shall be responsible, from the date of occupancy forward through the whole term of the Lease, for the Tenant's share of utilities such as herein definedheat, light, electricity and water and shall make application for such utilities to he effective from the date of occupancy. If this Lease commences or terminates The Tenant shall pay its share of the estimated property taxes in equal pro-rate amounts on a day other than monthly bases. The adjustment date for the first or last day calendar year property taxes is on July 1st of a calendar each year. Two weeks prior to July 1st, the Tenant shall pay the full amount of additional rent payable its share of the property taxes owing less what the Tenant has already paid by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number way of days during such year this Lease was in effectits monthly property tax installments. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar yearLEASEHOLD IMPROVEMENTS The Premises are being leased "as is, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amountwere is". Within a reasonable time after the end of each calendar year, The Landlord will provide Tenant with an accounting showing no new Leasehold Improvements. The Landlord will provide the operating expenses space in a clean state for such year and the Tenant's share thereof. Tenant shall have Likewise, the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event Landlord will make sure that the estimated amount paid HVAC and light system in the Unit a in good working order. If in the future any new Leasehold Improvements are needed, the contractor for such year exceeds those Leasehold Improvements shall be Westeron Construction (the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accounting"General Contractor").

Additional Rent. As additional rental SECTION 5.1. Landlord and Tenant agree that the Annual Rent of $453,778.00 stated in Section 4.1 herein includes the sum of $91,628.25 covering the pro-rated, estimated costs of Landlord's "Operating Expenses", as hereafter defined. Said sum equals 25.391% of the projected annual "Operating Expenses" based upon 68,736 square feet of gross leasable area in the Building of which 25.391% or 17,453 square feet of gross leasable area is demised to Tenant. The Annual Rent of $453,778.00 less the projected annual "Operating Expenses" of $91,628.25 equals the sum of $362,149.75 herein referred to as "Net Annual Rent." Landlord shall determine as of the last day of each calendar year during the term hereof, or Extended Term, the actual "Operating Expenses" for said calendar year incurred in connnection with the operating and maintenance of said building and improvements and real estate owned by Landlord appurtenant to said Building including, but not limited to, parking, accessway, sidewalk, and planting areas. 25.391% of same shall be allocated as Tenant's pro-rata portion. If such pro-rated actual Operating Expenses for any calendar year shall be greater (resulting in a deficiency) or shall be less (resulting in an excess) than. said sum of $91,628.25 then: (a) Tenant shall, in case of such a deficiency, pay to Landlord as Additional Rent for the entire term Premises for such calendar year the amount of this Leasethe difference, Tenant agrees to or (b) In case of such an excess, Landlord shall pay to the Tenant the amount of the difference. Any such adjustments payable by reason of this Article shall be payable in one lump sum on the due date of the next monthly installment of fixed rent after the date of notice to Tenant of said adjustment. Upon Landlord its furnishing Tenant with a statement relating to such actual Operating Expenses, pro-rata share rated, all monthly installments thereafter due during the next calendar year shall be increased or decreased to reflect one-twelfth (1/12) of the operating expenses annual amount of such adjustment until a new adjustment becomes effective for the buildingfollowing year provided, as herein defined. If this Lease commences or terminates on a day other than however, that if the first or last day statement is furnished to Tenant after the commencement of a calendar year, the amount of additional rent payable in addition, there shall be promptly paid by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each yearor vice-versa, to audit Landlord's books relevant as the case may be, an amount equal to the additional rent due hereunderportion of such adjustment allocable to the part of such new calendar year which shall have elapsed prior to the notice of adjustment. In the event that the estimated amount paid for such Operating Expenses thereafter paid, incurred or projected during any calendar year exceeds increase or decrease at any annual rate in excess of ten (10%) percent of the amount of the Operating Expenses on which the adjustment then in effect is based, then the monthly installments thereafter due for during such calendar year based on shall be further adjusted to reflect such accountingincrease or decrease in excess of ten (10%) percent. Landlord, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is upon not less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days notice to Tenant, may elect to require Tenant to pay in a lump sum with the next succeeding installment of receipt rent, Tenant's proportionate share of any prepaid real estate taxes paid by Landlord. In such case, the monthly installments of fixed rent payable by Tenant to Landlord during the prepaid tax period shall be decreased by an amount equal to the fractional part thereof attributable to said prepaid real estate taxes. For purposes of determining what adjustment, if any, shall be made covering the period ending on the last day of each calendar year the term "Operating Expenses" shall be deemed to encompass any and all operating expenses paid or incurred by Landlord for the operation of Landlord's Building and other improvements and shall specifically include, but not be limited to: (a) Management fees pertaining to the operation of the above-referenced accountingBuilding, and reasonable wages and salaries of all necessary employees including clerical personnel engaged in the physical operation and maintenance of Landlord's Building and other improvements, Employer's Social Security Taxes and any other taxes which may be levied on such wages and salaries. (b) All supplies and materials used in the operation and maintenance of such Building and improvements, (excluding the cost of electricity and electrical heating as covered under Section 5.2), and other utilities. (c) The costs of maintaining, repairing, snow plowing, lining and lighting all parking, sidewalk, and ingress areas, including traffic controls, and the planting, mowing and maintaining of all planted areas. (d) The costs of all maintenance and service agreements on equipment. (e) Hazard and liability insurance premiums, other than that to be maintained by Tenants. (f) The costs of repairs, ordinary cleaning and general maintenance of the Premises, exclusive of expenses such as: (1) alterations for the accomodation of a specific tenant or tenants; (2) extra cleaning for a specific tenant or tenants for which direct charges are made; (3) expenditures made for capital investment or improvements; or (4) any repairs or maintenance to be performed by tenants. (g) All taxes and assessments and governmental charges whether Federal, State or municipal which are levied or charged against Landlord's Building and improvements, or against any personal property used in the operation of Landlord's Building and any other taxes and assessments attributable to Landlord's Building, or its operation (excluding, however, Federal, State or other income taxes).

Additional Rent. As additional rental for This Lease is intended by the entire term parties hereto to be a so-called “net” lease, to the end that the Basic Rent shall be received by Landlord net of all costs and expenses related to the Premises as set forth in this Lease, Tenant agrees and net of Tenant’s Share, as hereinafter defined, of all Common Expenses. The same shall be paid to pay Landlord commencing on the Early Access Date, and thereafter upon demand as additional rent (sometimes referred to as “Additional Rent”), in the same manner as Basic Rent. Tenant’s Share of the Common Areas of the Building shall at all times be 22.94%, subject to adjustment to the Landlord its pro-rata share extent that the size of the operating Premises is reduced as a result of eminent domain, fire, accident, or casualty. For the purposes hereof, the term “Park” shall mean the Building and those other buildings currently owned by Landlord and numbered 200, 500, 600 and 8▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Landlord shall, in its commercially reasonable discretion, make such allocations as Landlord may deem appropriate of expenses between Common Areas of the buildingindividual buildings and those of the Park as a whole. Currently, the Park expenses include the costs of landscaping Research Drive (of which the Building’s share is 16.09%), and the costs of maintaining and repairing the water booster station serving certain buildings in the Park (of which the Building’s share is 19.20%). In addition to Common Expenses, Tenant shall also pay as herein defined. If Additional Rent, promptly upon being billed therefor by Landlord, any and all charges, costs, expenses, and obligations as Landlord may from time to time incur with regard to the Premises or the operation or maintenance thereof (to the extent not properly included in Common Expenses), except as otherwise expressly agreed in this Lease, including, without limiting the generality of the foregoing, reasonable attorneys’ fees incurred by Landlord in connection with any subleases and assignments of this Lease commences or terminates on a day other than the first or last day of a calendar year, the amount of additional rent payable requested by Tenant applicable to and in connection with the year in which such commencement enforcement of rights and pursuit of the remedies of Landlord under this Lease (whether during or after the expiration or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accountingTerm).

Additional Rent. As additional The rental for the entire term of this Lease, Tenant agrees to pay to the Landlord its pro-rata share of the operating expenses of the building, as herein defined. If this Lease commences or terminates on a day other than the first or last day of a calendar year, the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year subsequent to the Base Year shall be increased by an amount equal to Lessee's Percentage Share of the total dollar increase, if any, of Operating Expenses paid or incurred by Lessor in such year over the Operating Expenses paid or incurred by Lessor in the Base Year, and also increased by an amount equal to Lessee's Percentage Share of the total dollar increase, if any, in Property Taxes paid by Lessor in such year over the Property Taxes paid or incurred by Lessor in the Base Year. "Operating Expenses" shall mean those costs incurred during any calendar year as operating costs of the Building (as located on Exhibit B), including, but not limited to, all costs of management, operation and maintenance and repair of the Building, insurance (including deductibles), cost of capital improvements made to the Building after the date of the execution hereof that reduce other Operating Expenses, improve security and life safety systems, or that are required under any government law or regulation that was not applicable at the beginning time the Building was constructed or that are reasonably required for the health and safety of tenants in the Building, such calendar year, and Tenant agrees cost to prepay monthly, due be amortized over such reasonable period as determined at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and TenantLessor's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenantdiscretion, together with said accountinginterest on the unamortized balance at the rate of 10 percent per annum. In If Lessor elects to self insure or includes the event that Building under blanket insurance policies covering multiple properties, then Operating Expenses shall include the estimate is portion of the cost of such self insurance for blanket insurance allocated by Lessor to the Building, but not in excess of commercially reasonable rates for such coverage. If less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt 90 percent of the above-referenced accounting.rentable area of the Building is occupied, Operating Expenses shall be adjusted to equal Lessor's reasonable estimate of Operating Expenses as if 90 percent of the total rentable area of the Building were occupied. The term "Property Taxes" shall mean any ordinary or extraordinary form of assessment of special assessment, license fee, rent tax, levy, penalty (if a result of Lessee's delinquency), or tax, other than net income, premium, estate, succession, inheritance, transfer or franchise taxes, imposed by any authority having the direct or indirect power to tax, or by any city, county,

Additional Rent. As (a) Landlord shall pay all real estate taxes, assessments and other governmental levies against the Complex (hereinafter referred to as "Real Estate Taxes") except as hereinafter provided. Commencing with the first calendar year following the year 2000 (2000 being hereinafter referred to as the "Base Year"), if the amount of the real estate taxes levied or assessed against the Complex shall exceed the real estate taxes assessed in the Base Year, Tenant shall pay as additional rental rent that portion of such excess which is equal to the product obtained by multiplying said excess by a fraction, the numerator of which shall be the number of Square Feet in the demised premises and the denominator of which shall be the number of square feet leasable in the Buildings included in the tax listing. (b) Landlord shall pay the premium required to maintain a satisfactory fire policy, with extended coverage endorsement, on the Complex which includes the Premises as required by Article 26. Commencing in the first calendar year of this Lease Agreement after the calendar year 2000 (2000 hereinafter referred to as the "Base Year"), if the amount of the annual premium for such coverage shall exceed the annual premium for the entire term of this LeaseBase Year, Tenant agrees to shall pay as additional rent that portion of such excess which is equal to the Landlord its pro-rata share product obtained by multiplying said excess by a fraction, the numerator of which shall be the number of Square Feet in the Premises leased to Tenant and the denominator of which shall be the number of square feet leasable in the Complex covered by the policy that includes the Premises leased to Tenant. (c) In any calendar year that the tenancy of the operating expenses of the building, as herein defined. If this Lease commences or terminates on a day other Tenant is for less than the first or last day of a full calendar year, the amount of additional rent payable by Tenant applicable to the year in which such commencement due under Article 5.2(a) and or termination occurs (b) hereof shall be pro-rated in accordance with adjusted and prorated so that the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant of said sum shall have bear the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently same percentage that the period less than once each year, to audit Landlord's books relevant the full calendar year bears to the full calendar year. (d) Such additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount under Article 5.2(a) and or (b) shall be due for such year based and payable immediately on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accountingdemand.

Additional Rent. As additional rental (1) Subject to the other provisions of this Section 601(B) and (D) and Section 605(B) of this Lease, in consideration for the entire term Authority’s operations and maintenance obligations under this Lease with respect to the Facilities, including providing Utilities and performance of those obligations set forth in Articles X and XI of this Lease, Tenant agrees will pay the Authority monthly additional rent (“Additional Rent”), in arrears, on or before the fifteenth (15th) day of each calendar month for the prior calendar month. Subject to pay to Section 601(B)(2-6) below, the Landlord its pro-rata share Additional Rent that is assessed by the Authority for a particular calendar month will be calculated solely on basis of the operating expenses square footage of the building, as herein defined. If this Lease commences or terminates on a day other than the first or last day of a calendar year, the amount of additional rent payable Leased Premises that was Occupied by Tenant applicable to during that calendar month. The annual Additional Rent rate for the year in which such commencement or termination occurs shall Leased Premises during the Term will be pro-rated in accordance with the number of Six Dollars and 20/100 ($6.20) per square foot. (2) Within one hundred twenty (120) days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar yearyear during the Term, Landlord the Authority shall provide Tenant with a statement showing the actual costs and expenses incurred by the Authority in owning, operating, insuring, maintaining, repairing, and replacing the Land, the Facilities, the Facilities Systems and the Equipment (the “Actual Facilities Costs and Expenses”), and, to the extent reasonably requested by Tenant, will provide Tenant with an accounting showing supporting data therefor. The annual calculation of the Actual Facilities Costs and Expenses will be calculated utilizing GAAP accrual basis financial statements of the Authority including amortization of any capital expenditure that brings about operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereundersavings. In the event that the estimated Actual Facilities Costs and Expenses of the total Facilities, for that calendar year, are less than Seven Million Dollars ($7,000,000.00), Tenant shall be entitled to a credit from the Authority against future Rental that would otherwise be payable by Tenant under this Lease, which credit shall be in an amount paid for such year exceeds calculated and applied as follows: (a) The amount by which the amount due for such year based on such accounting, Landlord agrees to return such amount to Actual Facilities Costs and Expenses of the Tenant, together with said accounting. In the event that the estimate total Facilities is less than Seven Million Dollars ($7,000,000.00) shall be divided by the operating expenses for such total number of square feet of the Facility (the “Savings Per Square Foot”). (b) The Savings Per Square Foot shall be multiplied times eighty five percent (85%) (the “Tenant’s Share of Savings”). (c) The Tenant’s Share of Savings shall be applied evenly to each monthly Rentals payment due over the remainder of the calendar year, Tenant agrees to reimburse Landlord for such amount within thirty . (30) days of receipt of the above-referenced accounting.i.

Additional Rent. As additional rental All charges payable by Lessee other than Rent are called "Additional Rent" shall be paid with the next monthly installment of Rent. The term "rent" shall mean Rent and Additional Rent. The Lessee shall pay annually that portion of any increase in real estate taxes, property and casualty insurance and maintenance fees for the entire term of this Lease, Tenant agrees to pay to Property and building on which the Landlord its pro-rata share of the operating expenses of the building, as herein defined. If this Lease commences or terminates on Leased Premises is a day other than the first or last day of a calendar year, part over the amount of additional rent payable by Tenant applicable such amounts assessed against the land and the building for the calendar year 1966 which the total number of square feet of floor space in the Leased Premises compared to the total number of square feet of the floor space in the entire building. The Lessor shall furnish the Lessee with a property authenticated statement of the real estate taxes, property and casualty insurance and maintenance fees for the calendar year 1996 and with a receipted bill ▇▇▇ the aforesaid expenses for any subsequent year in which such commencement or termination occurs an increased amount has been paid. Any annual increase in the maintenance fees shall be pro-rated limited to the annual percentage increase in accordance with the number cost of days during such year this Lease was in effect. Landlord shall invoice Tenant living index for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end January of each calendar year, Landlord will provide Tenant with an accounting showing . The Lessor shall notify the operating expenses for such Lessee of the total increase in real estate taxes on or before November 15 of each year and Tenant's share thereofthe Lessor shall notify the Lessee of any other increases within fifteen (15) days of the effective date of the required increase. Tenant Any annual increase in the real estate taxes, property and casualty insurance and maintenance fees shall be paid in four equal quarterly payments commencing within fifteen (15) days after written notice thereof by Lessor. Lessor agrees that Lessee shall have the rightright at Lessee's sole cost and expense to contest the legality or validity of any taxes or assessments or other public charges which are to be paid by Lessee by Lessee pursuant to this Lease; and in the event of any such contest the failure on the part of the Lessee to pay any such tax, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant assessment or other charge prior to the additional rent due aforesaid date thereof shall not constitute a default hereunder. In Lessor further agrees at the event that request of Lessee to execute or to join in the estimated amount paid execution of any instrument or document necessary in connection with any such contest, but at no expense to Lessor. However, by virtue of any such contest made by Lessee, Lessee agrees in no way to permit any lien to be filed against the property for such year exceeds the amount due for such year based on such accounting, Landlord any delinquency and agrees to return such amount to properly bond the Tenant, together with said accounting. In the event that the estimate same if any lien is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accountingfiled.

Additional Rent. As additional rental In addition to Subtenant’s Base Rent Obligation: (a) Lobby – Beginning as of May 1, 2010 Subtenant shall pay to Safeway monthly installments equal to Subtenant’s Pro Rata Share of the Base Rent payable by Safeway under the Master Lease for the entire term 1st Floor lobby area of this Leasethe Building. It is agreed that the Net Rentable Area of the lst Floor Lobby is 7,008 sq. ft. and the rent per square foot for the lobby is the same as for the Subleased Premises. Each installment shall be paid not later than the date by which Subtenant’s Base Rent Obligation is required to be paid. For example, Tenant agrees to since at July 1, 2010, Subtenant’s Pro Rata Share is 48%, and Subtenant would pay additional rent on 3,364 sq. ft. (48% x 7,008) at the same rent/sq. ft rate that Subtenant pays for the Subleased Premises. (b) For the period through April 30, 2010, Subtenant shall pay to the Landlord its pro-rata share Safeway Subtenant’s Pro Rata Share of “Assignee’s Additional Rent Obligation” (as such term is defined in Section 5.2.2 of the operating expenses Assignment and subject to any adjustments as provided in such Section). It is agreed that Subtenant has paid to Safeway Subtenant’s Pro Rata Share of Assignee’s Additional Rent Obligation through April 30, 2010. (c) For the balance of the buildingSublease Term, Subtenant shall pay to Safeway Subtenant’s Pro Rata Share of all increases in Basic Operating Costs and Estimated Basic Operating Costs (as herein defined. If this Lease commences or terminates on a day other than such terms are defined in Sections 1.12, 1.25 and 3.06 of the first or last day Master Lease) for the Leased Premises attributable to each “Comparison Year” (as defined in Section 3.05 of a the Master Lease) over the actual Basic Operating Costs for the 2010 calendar year, year (the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated “Base Year”) in accordance with the number procedures and provisions of days during Sections 3.04 and 3.05 of the Master Lease. Subtenant shall pay all such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning amounts (including any estimates of such calendar year, and Tenant agrees amounts) to prepay monthly, due Safeway at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant least five (5) days prior to the additional rent date such sums are due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, and owing by Safeway to Master Landlord agrees to return such amount pursuant to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt terms and conditions of the above-referenced accountingMaster Lease. Safeway shall provide a schedule or a periodic invoice as well as a copy of any demand letter it receives from the Master Landlord to substantiate any estimated or actual amounts in advance of any payment by Subtenant. All amounts payable by Subtenant pursuant to subparagraphs (a), (b) and (c) of this Section 6.3 are herein referred to collectively as “Subtenant’s Additional Rent Obligation.”

Additional Rent. As additional rental for (a) Commencing on January 1, 2019, and in each calendar year thereafter during the entire term of this LeaseTerm, Tenant agrees shall pay in advance on a monthly basis to pay Landlord, Tenant’s Share of the “Recognized Expenses”, without deduction, counterclaim or setoff, to the Landlord its pro-rata share extent such Recognized Expenses exceed the Recognized Expenses in calendar year 2018 (“Base Year”). Tenant’s Share is 3.00%, which is 7,268/241,687, which Share may increase or decrease as the Building size increases or decreases. Recognized Expenses are (i) all reasonable operating costs and expenses related to the maintenance, operation and repair of the operating Building and those costs and expenses of the buildingProject reasonably allocable and beneficial to the Building incurred by Landlord, including but not limited to management fee not to exceed three (3%) percent of Rent; and capital expenditures and capital repairs and replacements shall be included as herein defined. If Recognized Expenses provided such capital repairs or replacements were necessitated by a change in law or regulation occurring after the date of this Lease commences or terminates on were intended to have cost saving benefits over the Term and then solely to the extent of the amortized costs of same over the useful life of the improvements in accordance with generally accepted accounting principles, provided, however, for those capital expenditures, capital repairs and replacements that were generated to have a day other than cost savings benefit over the first or last day of a calendar yearTerm, the amortized costs of such expenditures, repairs or replacements for each Lease Year shall be capped at the actual savings per Lease Year resulting from that capital expenditure, capital repair or replacement. The cap on actual savings shall not apply to capital expenditures, capital repairs and replacements resulting from a change in law or regulation; (ii) all insurance premiums payable by Landlord for insurance with respect to the Project and (iii) Taxes payable on the Project. Each of the Recognized Expenses shall for all purposes be treated and considered as Additional Rent. Tenant shall pay, in monthly installments in advance, on account of Tenant’s Share of Recognized Expenses, the estimated amount of additional rent payable the increase of such Recognized Expenses for such year in excess of the Base Year as determined by Tenant applicable Landlord in its reasonable discretion. Prior to the end of the calendar year in which such commencement the Lease commences and thereafter for each successive calendar year (each, a “Lease Year”), or termination occurs part thereof, Landlord shall send to Tenant a statement of projected increases in Recognized Expenses in excess of the Base Year and shall indicate what Tenant’s Share of Recognized Expenses shall be. The Base Year shall be pro-rated adjusted to exclude from the Base Year “extraordinary items” incurred in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year. For purposes or this subparagraph, extraordinary items shall mean either (X) cost increases over the prior calendar year of eleven and Tenant agrees to prepay monthlyone quarter percent (11.25%) or more, due at or (Y) items which increase Landlord’s total expenses and such items have not been included in the same time determination of expenses by the Landlord (or the Landlord’s predecessor in interest) for the prior three years of operating the Building. As soon as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar yearadministratively available, Landlord will provide shall send to Tenant with an accounting a statement of actual for Recognized Expenses for the prior Lease Year showing the operating expenses for such year and Share due from Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year prepaid by Tenant exceeds the amount that was actually due for such year based then Landlord shall issue a credit to Tenant in an amount equal to the over charge, which credit Tenant may apply to future payments on such accountingaccount of Recognized Expenses until Tenant has been fully credited with the over charge. If the credit due to Tenant is more than the aggregate total of future rental payments, Landlord agrees shall pay to return Tenant the difference between the credits in such amount to the Tenant, together with said accountingaggregate total. In the event that Landlord has undercharged Tenant, then Landlord shall send Tenant an invoice with the estimate is less than the operating expenses for such calendar yearadditional amount due, which amount shall be paid in full by Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt receipt. Taxes shall be defined as all taxes, assessments and other governmental charges (“Taxes”), including special assessments for public improvements or traffic districts which are levied or assessed against the Project during the Term or, if levied or assessed prior to the Term, which properly are allocable to the Term, and real estate tax appeal expenditures incurred by Landlord to the extent of any reduction resulting thereby. Nothing herein contained shall be construed to include as Taxes: (A) any inheritance, estate, succession, transfer, gift, franchise, corporation, net income or profit tax or capital levy that is or may be imposed upon Landlord or (B) any transfer tax or recording charge resulting from a transfer of the Building or the Project; provided, however, that if at any time during the Term the method of taxation prevailing at the commencement of the Term shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such there shall be levied, assessed or imposed (i) a tax on the rents received from such real estate, or (ii) a license fee measured by the rents receivable by Landlord from the Premises or any portion thereof, or (iii) a tax or license fee imposed upon Premises or any portion thereof, then the same shall be included in the computation of Taxes hereunder. (b) Notwithstanding the foregoing, the term “Recognized Expenses” shall not include any of the following: (i) Costs (including permit, licenses and inspection fees) incurred in renovating or otherwise improving or decorating, painting, or redecorating the Building or space for other tenants or other occupants or vacant space; (ii) Charges for electricity, water, or other utilities, services or goods and applicable taxes for which Tenant or any other tenant, occupant, person or other party is obligated to reimburse Landlord or to pay to third parties; (iii) Depreciation and amortization; (iv) Costs of extraordinary services provided to other tenants of the Building or services to which Tenant is not entitled (including, without limitation, costs specially billed to and paid by specific tenants); (v) Overhead and profit increment paid to subsidiaries or affiliates of Landlord for management or other services on or to the Building or for supplies, utilities or other materials, to the extent that the costs of such services, supplies, utilities or materials exceed the reasonable costs that would have been paid had the services, supplies or materials been provided by unaffiliated parties on a reasonable basis without taking into effect volume discounts or rebates offered to Landlord as a portfolio purchaser; (vi) Lease payments for rental equipment (other than equipment for which depreciation is properly charged as an expense) that would constitute a capital expenditure if the equipment were purchased, except as provided in Article 4(a) above-referenced accounting.; (vii) Any cost associated with obtaining a warranty, and all costs of repair or replacement of any item covered by a warranty;

Additional Rent. As additional rental (a) Subtenant shall pay to Sublandlord all payments applicable to the Subleased Premises on account of “Expenses”, "real estate taxes" or any other item of "Additional Rent" which is required to be paid by Sublandlord, applicable to the Subleased Premises, pursuant to the terms of the Lease on or before the earlier of the due dates therefor which are set forth in the Lease or in this Sublease. However, in calculating the Additional Rents due under this Sublease the term “base tax year” shall mean the real estate taxes for the entire twelve (12) month period from January 1, 2016 to December 31, 2016 (i.e., the average of the real estate taxes for the fiscal years ending June 30, 2016 and June 30, 2017), the term "Base Year" as hereinafter set forth for the determination of this Expenses shall mean the calendar year 2016 and “The Tax Percentage” and “The Operating Expense Percentage” shall mean 50% of the amount by which Sublandlord is required to expend for the “Additional Space” demised pursuant to the First Amendment (which is the percentage equivalent to the fraction, the numerator of which is 29,566 (i.e., the rentable square footage of the Subleased Premises) and the denominator of which is 59,132 (i.e., the rentable square footage of the Additional Space demised pursuant to the First Amendment). Additionally, the term “comparative year”, for purposes of calculating Expenses, shall mean 2017. (b) Beginning on the Commencement Date, Subtenant shall pay Sublandlord for electricity supplied to the Subleased Premises all amounts paid by Sublandlord to Landlord therefor. It is understood that Landlord's charge for electricity will be measured by a sub-meter and includes an overhead fee of five percent (5%). Payments on account of electricity shall be made in each case within (10) days after demand. There shall be no abatement of the electric charge (except to the extent Sublandlord receives such an abatement from Landlord). Subject to the terms of the Lease, Tenant agrees to pay electrical capacity available to the Landlord its pro-rata share Subleased Premises is not less than an average demand load of eight (8) ▇▇▇▇▇ per useable square foot demand load, exclusive of electricity for the operating expenses A/C Equipment. To the best of Sublandlord’s knowledge, Sublandlord represents and warrants that the building, as herein defined. If this Lease commences or terminates submeter measuring consumption of electricity in the Subleased Premises is and shall be in good working order upon the Commencement Date. (c) Except for Additional Rent which is paid on a day other than the first or last day of a each calendar yearmonth together with the Fixed Rent pursuant to the Lease, Sublandlord shall give Subtenant notice of the amount of additional rent payable by Tenant applicable any Additional Rent which is due hereunder promptly after its receipt of an invoice from Landlord, and Subtenant shall make the payment to Sublandlord in each case within ten (10) days after the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning date of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant notice. (d) Sublandlord shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt all of the aboverights and remedies for the non-referenced accountingpayment of Additional Rent as it has under this Sublease for the non-payment of Fixed Rent.

Additional Rent. As additional rental for the entire term of this Lease, 26.1. Tenant hereby covenants and agrees to pay as Additional Rent the amounts set forth below. 26.2. For each year or part of a year occurring within the Term in which the total annual real estate taxes, assessments (including special assessments), personal property tax, sewer rents, rates and charges (hereinafter referred to collectively as the “Real Estate Taxes”) which shall be levied, imposed or assessed upon the Real Property shall exceed the Real Estate Taxes levied, imposed or assessed for the Base Tax Year, Tenant shall pay Tenant’s Proportionate Share of such excess. Landlord its pro-rata share may, from time to time, notify Tenant of Landlord’s estimate of Tenant’s Proportionate Share of the operating expenses of the buildingexcess Real Estate Taxes for any calendar year and Tenant shall be obligated to pay Landlord, as herein defined. If this Lease commences or terminates on a day other than the first or last day Additional Rent along with each monthly installment of a calendar year, the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days Base Rent due during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth 1112th of such estimated amount. Within Tenant’s payments of such estimated amount shall be treated by Landlord as a reasonable time credit against the actual amount required to be paid by Tenant pursuant to this Paragraph 26.2. Any overpayment which may have been made by virtue of such estimated payments shall be returned by Landlord to Tenant when the actual amount payable by Tenant can be calculated. 26.3. Notwithstanding the foregoing, Landlord may take the benefit of the provisions of any statute or ordinance permitting any Real Estate Tax to be paid over a period of time. 26.4. The amount payable by Tenant under Paragraph 26.2 shall be calculated based upon the amount billed by the taxing jurisdiction, and shall be set forth in a statement prepared by Landlord and furnished to Tenant and which provides a computation of any amounts due to Landlord. 26.5. If Landlord shall receive any tax refund in respect of any tax year during the Term following the Base Tax Year, Landlord shall deduct from such tax refund any expenses incurred in obtaining such tax refund and, out of the remaining balance of such tax refund, Landlord shall credit to Tenant Tenant’s Proportionate Share of such balance. Any expenses incurred by Landlord in contesting the validity or the amount of the assessed valuation of the Real Property or of any Real Estate Taxes for any year after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each yearBase Tax Year, to audit Landlord's books relevant the extent not offset by a tax refund, shall be included as an item of and shall be added to Real Estate Taxes for the additional rent tax year in which such contest shall be finally determined, for the purpose of computing the Additional Rent due Landlord hereunder. 26.6. In If the event that tax year for Real Estate Taxes shall be changed, then an appropriate adjustment shall be made in the estimated amount paid for such year exceeds computation of the amount due for such year based on such accountingto Landlord or credit due to Tenant. If, Landlord agrees to return such amount because of any change in the method of taxation of real estate, one or more other taxes or assessments are imposed upon one or more of Landlord, or the owner of the Real Property or the Building, or upon or with respect to the TenantReal Property or the Building or the rents or income therefrom, whether in substitution for or in lieu of or in addition to any tax or assessment which would otherwise be a Real Estate Tax, such other tax or assessment shall be deemed Real Estate Taxes for the purposes herein. 26.7. Only Landlord shall be eligible to institute tax reduction or other proceedings to reduce the Taxes. 26.8. As used herein, the term “Landlord’s Operating Expenses” shall mean all costs and expenses paid or incurred by Landlord in connection with the ownership, operation, management, maintenance and repair of the Real Property including, without limitation, its equipment and mechanical systems, parking facilities, areas, decks, ramps and roadways, paving, walkways, landscaping and public facilities, and including but not limited to the cost and expenses of materials and supplies, electricity, water, fuel, cleaning, window cleaning, janitorial service, insurance, snow removal, painting, wallpapering, re-carpeting and otherwise redecorating and renovating public areas, replacement of worn out mechanical or damaged equipment including, without limitation, heating, ventilating and air conditioning equipment, uniforms, management fees, sundries, tools and equipment, excise taxes, gross receipt taxes, sales taxes and other like taxes, wages and salaries of all persons engaged by Landlord for the operation, maintenance and repair of the Real Property, costs of compliance by Landlord with and contests by Landlord of laws, regulations, ordinances and requirements of the federal, state or municipal government, of any department, subdivision, bureau or office thereof, or of any other governmental, public or quasi-public authorities now existing or hereafter created, legal and accounting expenses and any other costs and expenses other than mortgage debt service, costs reimbursed by insurance, construction costs incurred in connection with preparing space for a new tenant and real estate broker’s commissions. If a particular expenditure is for an item which, under generally accepted accounting principles, constitutes a capital improvement, then such expenditure shall be included as one of Landlord’s Operating Expenses for purposes hereof on a prorated basis, together with said accountingan imputed interest amount calculated on the unamortized portion of such expenditure using an interest rate of 12% per annum, over its useful life. In Such useful life shall be obtained by dividing the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of the above-referenced accountingexpenditure in question by the useful life of the improvement to which it relates, as such useful life is determined by Landlord in the reasonable exercise of its business judgment (but in no event to exceed 10 years).

Additional Rent. As additional rental for 4.1 Tenant shall bear the entire term of this Lease, Tenant agrees to pay to costs and expenses incurred each year in the Landlord its pro-rata share operation of the operating expenses Building and the Land. For so long as Tenant is the sole lessee of the buildingBuilding, as herein defined. If this Lease commences or terminates on a day other than the first or last day of a calendar year, the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the rightright to provide input into the determination of such annual costs and expenses, as follows. Not more than thirty (30) days prior to the Lease Commencement Date, Landlord shall prepare and submit to Tenant a proposed budget for the operation and maintenance of the Building and the Land, the parties acknowledging and agreeing that such budget shall represent Landlord's reasonable expectation of such costs and expenses as the Building will not have been substantially completed at its sole expense the time of the preparation of such budget. On or before November 15 of each calendar year during the Lease Term, Landlord shall prepare and submit to Tenant (i) a proposed budget or other form of summary identifying with reasonable detail the anticipated categories of expenditures to be made, proposed major vendors to provide services and proposed scope of services (including, but not limited to, security services) to be provided by Landlord for the ensuing calendar year in the operation and maintenance of the Building and the Land and (ii) after the first year of operation of the Building, the operating history of the Building for the previous year (the "OPERATING PLAN"). It is the intention of Landlord and Tenant that Operating Expenses, as defined below, and the individual components thereof shall not materially exceed prevailing market costs and rates for like items and services, however, the parties acknowledge and agree that there may be occasions from time to time where it is in the best interests of the Building for a particular item to be performed or purchased at a cost or expense which exceeds prevailing market rates. If Tenant has reasonable time convenient additions, deletions or modifications to Landlord, no more frequently than once each year, to audit any elements of Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses for such calendar yearproposed Operating Plan, Tenant agrees to reimburse shall notify Landlord for such amount of same within thirty (30) days of following receipt of the above-referenced accountingproposed Operating Plan and Landlord shall incorporate Tenant's reasonable additions, deletions and modifications into Landlord's proposed Operating Plan and shall operate the Building substantially in accordance therewith; provided that, in no event shall Landlord be obligated to operate the Building or the Land in a manner that is inconsistent with the standards of a Class A suburban office building in the Market Area. The Operating Plan (as it may be revised with Tenant's input as aforesaid) shall serve as a general guide to the scope of services to be provided and expenditures to be made in the operation and maintenance of the Building and Land and Landlord shall not deviate therefrom in any material manner without first obtaining Tenant's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. and shall be deemed given if not withheld in writing within seven (7) business days following Landlord's notice thereof to Tenant; provided that, in case of emergency or in any case in which Landlord reasonably believes delay might cause injury to persons, material injury to property or a violation of any Legal Requirement, Landlord may act without Tenant's prior written consent. Any failure of Landlord to timely provide an annual Operating Plan to Tenant as provided herein shall not relieve Tenant of its obligation to pay additional rent pursuant to this Article IV. 4.2 The costs and expenses (the "EXPENSES") for which Tenant shall be responsible are defined as follows:

Additional Rent. As additional rental for Tenant shall pay to Landlord throughout the entire term of this Lease, Lease the following ("Additional Rent"): a. Tenant agrees shall pay a sum equal to pay to the Landlord its pro-rata share 41.096% ("Tenant's proportionate share") of the operating expenses of Real Estate taxes. The term "Real Estate Taxes" shall mean all real estate taxes, all assessments and any taxes in lieu thereof which may be levied upon or assessed against the buildingProperty. Tenant, as herein defined. If this Lease commences or terminates on a day in addition to all other than the first or last day of a calendar year, the amount of additional rent payable payments to Landlord by Tenant applicable to the year in which such commencement or termination occurs required hereunder, shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient pay to Landlord, no more frequently than once in each year during the term of this Lease and any extension or renewal thereof, Tenant's proportionate share of such real estate taxes and assessments paid in the first instance by Landlord. Any tax year commencing during any Lease year shall be deemed to correspond to such Lease year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated taxing authorities include in such real estate taxes and assessments the value of any improvements made by Tenant, or of machinery, equipment, fixtures, inventory or other personal property or assets of Tenant, then Tenant shall pay all the taxes attributable to such items in addition to its proportionate share of said aforementioned real estate taxes and assessments. A photocopy of the tax statement submitted by Landlord to Tenant shall be sufficient evidence of the amount paid of taxes and assessments assessed or levied against the Property of which the Demised Premises are a part, as well as the items taxed. b. Tenant shall pay a sum equal to 41.096% of the annual aggregate operating expenses incurred by Landlord in the operation, maintenance and repair of the Property ("Operating Expenses"). The term "Operating Expenses" shall include but not be limited to costs of maintenance, repair, and care of all lighting, HVAC, plumbing and electrical fixtures, equipment and systems, roofs, parking and landscaped areas, signs, snow removal, non-structural repair and maintenance of the exterior of the Building, insurance premiums, management fees not to exceed five percent (5.0%) of the gross revenue of the Building, costs of equipment purchased and used for such year exceeds the amount due purposes, wages and fringe benefits of required personnel employed for such year based on such accountingwork, Landlord agrees to return such amount and the cost or portion thereof properly allocable to the TenantProperty (amortized over the respective useful lives, determined in accord with generally accepted accounting principles, of the items in question, together with said accountinginterest at the rate of 8% per annum on the unamortized balance) of any capital improvements made to the Building by Landlord after the date of execution hereof which (i) result in a reduction of Operating Expenses, or (ii) are required under any governmental law or regulation that was not applicable to the Building at the time it was constructed. In c. "Operating Expenses" shall not include the event that the estimate is less than the operating expenses for such calendar year, Tenant agrees cost to reimburse Landlord for such amount within thirty (30) days of receipt replace any structural portions of the above-referenced accountingBuilding, parking area, or Building systems including, but not limited to, HVAC, electrical, plumbing, exterior lighting, and life safety systems, except to the extent (if any) specifically stated in paragraph 3.

Additional Rent. As additional rental for (a) In addition to the entire term of this Leasemonthly base rent, Tenant commencing on the commencement date, Lessee agrees to pay monthly pay, as additional rent, a forty-four and 07/100 percent (44.7%) share of all Property maintenance and operating expenses as hereinafter defined. Lessee shall have no right to withhold, deduct or offset any amount from the Landlord its pro-rata additional rent even if the actual square footage of the premises is less than the approximate square footage of the premises set forth in Exhibit B attached hereto. (b) Lessee's percentage share of the Property maintenance and operating expenses set forth above is based upon the Lessee's percentage of the buildingProperty's maintenance and operating expenses as of the commencement date. The maintenance and operating expenses for the Property shall be computed on an annual basis, at the beginning of each calendar year, and, to the extent such expenses are not fixed or known in advance, shall be estimated by the Lessor for the ensuing year. Lessee shall pay such expenses, as herein definedadditional rent, throughout the calendar year, in advance, with the monthly base rent, subject to reconciliation and adjustment as provided below. If this Lease commences Lessor shall notify Lessee of Lessee's share of the expenses for the coming calendar year as soon as reasonably possible after the beginning of each year. In the event Lessee's lease term shall commence or terminates on a day end at any other time than the first beginning or last day end of a calendar year, the amount of Lessee's additional rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year, and Tenant agrees to prepay monthly, due at the same time as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide Tenant with an accounting showing the operating expenses adjusted prorata for such year and Tenant's share thereofshortened period. Tenant Lessor shall have the right, at in the event of unusual or extraordinary maintenance and operating expenses, to assess and collect, as additional rent, either as a one time or continuing charge, additional sums under this Section 3.2 to pay such expenses without affecting the Lessee's liability for the monthly sums hereinabove described. (c) Property maintenance and operating expenses" shall include, without limitation, shall include, without limitation: (i) Lessor's overhead expenses pertaining to the Property and the common areas; (ii) costs of non-structural repairs, line painting, landscaping and irrigation, electricity, maintenance of parking areas, bulb replacement, cleaning up, sweeping and janitorial service; and cost of garbage and refuse removal, and any repairs, improvements or replacements required by law; (iii) costs of any repairs, alterations, modifications, amendments, additions and/or improvements to the Property and/or the premises, not otherwise paid for by any tenant of the Property, necessary, required or appropriate in order to bring the Property and/or the premises into compliance with the requirements, policies and/or procedures of "The Americans with Disabilities Act of 1990," 42 U.S.C. Section 12101 et. seq., and/or any rules and/or regulations promulgated with respect thereto; (iv) all billing, security, management and legal expenses incurred or paid by Lessor relating to the protection, maintenance and operation of the Property, the common areas and/or the premises not separately payable by any other tenant of the Property; (v) any utility charges for the Property, the common areas and/or the premises not separately metered to or paid for by any tenant of the Property; (vi) costs of liability, fire, other property damage, flood, loss of rent, business interruption and other insurance, including any deductibles payable by the Lessor thereunder, which Lessor shall, in its sole expense discretion, deem necessary and/or appropriate with respect to the premises, the Property, the common areas and/or Lessee and/or Lessee's business, fixtures, equipment, installations and/or operations in the premises, common areas and/or Property; (vii) Lessee's share of the Property's real and at a personal property taxes and assessments as provided in Section 4.1; (viii) Lessee's share of the Master Lease rent and any other charges or assessments charged to or payable by Lessor under the Master Lease described in Section 17.1 below; and (ix) any other costs which the Lessor shall conclude, in its sole discretion, are reasonable time convenient and necessary for maintaining and operating the common areas and/or the Property. (d) A statement of Property maintenance and operating expenses shall be provided annually to LandlordLessee within one hundred twenty (120) days of each calendar year end. If the maintenance and operating expenses according to such statement shall differ from the expenses estimated by Lessor as provided above, no more frequently than once each year, the expenses according to audit Landlord's books relevant to such statement shall be deemed correct and an appropriate adjustment shall be made in the additional rent due hereunder. In by prompt payment by Lessee of any deficiency or, in the event that of an excess, an adjustment of additional rent thereafter due to Lessor to provide Lessee with reimbursement over a period of time not to exceed twelve (12) months. Notwithstanding the estimated amount paid for such year exceeds preceding, however, Lessor's failure to provide Lessee with a statement of the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the Property maintenance and operating expenses for such calendar year, Tenant agrees by the date provided above shall in no way excuse Lessee from its obligation to reimburse Landlord for such amount within thirty (30) days of receipt pay its pro rata share of the above-referenced accountingProperty maintenance and operating expenses or constitute a waiver of Lessor's right to ▇▇▇▇ and collect such pro rata share of the Property maintenance and operating expenses from Lessee as provided in this Section 3.2.

Additional Rent. As additional rental for (A) For each calendar year during the entire term of this Lease, Tenant agrees to pay to as items of Additional Rent for the Premises, Tenant's "Percentage Share" (being the percentage indicated in Item 3 of Basic Lease Provisions) of all increases in "Project Operating Expenses" and "Project Property Taxes" (as hereinafter defined) incurred by Landlord its pro-rata share in the operation of the operating expenses Building or Project over the Base Project Operating Expenses and Base Project Property Taxes as stipulated in Items 4 and 5 respectively in the Basic Lease Provisions. (B) The items of the building, as herein defined. If this Lease commences or terminates on a day other than the first or last day of a calendar year, the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs Additional Rent contemplated under subparagraph 3(A) shall be pro-rated calculated in accordance with the number following procedures: (i) Each December (beginning December, 1997) during the term hereof or as soon thereafter as practical, Landlord shall give Tenant written notice of days Landlord's estimate of any amounts payable under subparagraph 3(A) above for the ensuing calendar year. On or before the first day of each month during the ensuing calendar year, Tenant shall pay Landlord without further notice 1/12 (One-twelfth) of such estimated amounts, provided that if such notice is not given in December, Tenant shall continue to pay on the basis of the then applicable rental until the month after such notice is given. If at any time or times it appears to Landlord that the adjusted amounts payable under subparagraph 3(A) for the current calendar year will exceed its estimate, Landlord may, by notice to Tenant, revise its estimate for such year. Subsequent payments by Tenant for such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for be based upon such revised estimate. (ii) Within ninety (90) days after the close of each calendar year at or as soon thereafter as is practical, Landlord shall deliver to Tenant a statement of the beginning annual adjustment of those Additional Rent items made pursuant to subparagraph 3(A) for such calendar year, and Tenant agrees to prepay monthly, due at . If on the same time as and together with the Base Rent above provided, one-twelfth basis of such estimated amount. Within a reasonable time after the end of each calendar year, Landlord will provide statement Tenant with owes an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event amount that the estimated amount paid for such year exceeds the amount due for such year based on such accounting, Landlord agrees to return such amount to the Tenant, together with said accounting. In the event that the estimate is less than the operating expenses estimated payments for such calendar yearyear previously made by Tenant, Tenant agrees Landlord shall refund or credit such excess to reimburse Landlord for such amount Tenant, within thirty (30) days from such determination. If on the basis of receipt such statement Tenant owes an amount that is more than the estimated payment for such calendar year previously made by Tenant, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of the abovestatement. (iii) The Additional Rent due under the terms and conditions of this Paragraph 3 shall survive termination of this Lease, shall be payable by Tenant without any setoff or deduction, and shall be computed by Landlord on a prorated basis for any period less than a full calendar year. (iv) Anything to the contrary contained in this Paragraph 3 notwithstanding, if the average occupancy of the Building is less than ninety- five (95%) percent during the Base Year hereinafter defined, then Landlord shall make a determination ("Landlord's Determination") of what the Project Operating Expenses for such year would have been if during the entire year the average tenant occupancy of the Building were ninety-referenced accountingfive (95%) percent. Landlord's Determination shall be binding and conclusive upon Tenant and shall for all purposes of this Lease be deemed to be the Project Operating Expenses for the Base Year. Landlord shall notify Tenant of Landlord's Determination within ninety (90) days following the last day of the Base Year. Thereafter, if for any subsequent Lease Year the average tenant occupancy of the Building is below ninety-five (95%) percent, the Project Operating Expenses for any such year shall be adjusted by Landlord to the amount that such Project Operating Expenses would have been if the average tenant occupancy during that year had been ninety-five (95%) percent. The term Base Year means the twelve (12) month period during which Base Project Operating expenses are calculated.

Additional Rent. As additional rental for Commencing on the entire term of this LeaseCommencement Date, and in each calendar year thereafter during the Term, Tenant agrees shall pay in advance on a monthly basis to pay Landlord, Tenant’s Share of the “Recognized Expenses”, without deduction, counterclaim or setoff, to the Landlord its pro-rata share extent such Recognized Expenses exceed the Recognized Expenses in calendar year 2006 (“Base Year”). Tenant’s Share is 7.90%, which is 4,739/59,994 which Share may increase or decrease as the Building size increases or decreases. Recognized Expenses are (i) all reasonable operating costs and expenses related to the maintenance, operation and repair of the Project incurred by Landlord, including but not limited to management fee not to exceed five (5%) percent of Rent; common area electric; and capital expenditures and capital repairs and replacements shall be included as operating expenses solely to the extent of the buildingamortized costs of same over the useful life of the improvement in accordance with generally accepted accounting principles; (ii) all insurance premiums payable by Landlord for insurance with respect to the Project and (iii) Taxes payable on the Project. Each of the Recognized Expenses shall for all purposes be treated and considered as Additional Rent. Tenant shall pay, as herein defined. If this Lease commences or terminates in monthly installments in advance, on a day other than the first or last day account of a calendar yearTenant's Share of Recognized Expenses, the estimated amount of additional rent payable the increase of such Recognized Expenses for such year in excess of the Base Year as determined by Tenant applicable Landlord in its reasonable discretion. Prior to the end of the calendar year in which such commencement the Lease commences and thereafter for each successive calendar year (each, a "Lease Year"), or termination occurs part thereof, Landlord shall send to Tenant a statement of projected increases in Recognized Expenses in excess of the Base Year and shall indicate what Tenant's Share of Recognized Expenses shall be. The Base Year shall be pro-rated adjusted to exclude from the Base Year "extraordinary items" incurred in accordance with the number of days during such year this Lease was in effect. Landlord shall invoice Tenant for estimated operating costs for each calendar year at the beginning of such calendar year. For purposes or this subparagraph, extraordinary items shall mean either (X) cost increases over the prior calendar year of eleven and Tenant agrees to prepay monthlyone quarter percent (11.25%) or more, due at or (Y) items which increase Landlord’s total expenses and such items have not been included in the same time determination of expenses by the Landlord (or the Landlord’s predecessor in interest) for the prior three years of operating the Building. As soon as and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the end of each calendar yearadministratively available, Landlord will provide shall send to Tenant with an accounting a statement of actual for Recognized Expenses for the prior Lease Year showing the operating expenses for such year and Share due from Tenant's share thereof. Tenant shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's books relevant to the additional rent due hereunder. In the event that the estimated amount paid for such year prepaid by Tenant exceeds the amount that was actually due for such year based then Landlord shall issue a credit to Tenant in an amount equal to the over charge, which credit Tenant may apply to future payments on such accountingaccount of Recognized Expenses until Tenant has been fully credited with the over charge. If the credit due to Tenant is more than the aggregate total of future rental payments, Landlord agrees shall pay to return Tenant the difference between the credits in such amount to the Tenant, together with said accountingaggregate total. In the event that Landlord has undercharged Tenant, then Landlord shall send Tenant an invoice with the estimate is less than the operating expenses for such calendar yearadditional amount due, which amount shall be paid in full by Tenant agrees to reimburse Landlord for such amount within thirty (30) days of receipt of receipt. Notwithstanding anything in this Lease to the above-referenced accountingcontrary, Controllable Expenses in any Lease Year shall not increase by more than four percent (4%) over the prior Lease Year’s Controllable Expenses. “Controllable Expenses” shall mean all Operating Expenses except Taxes, utilities, janitorial and snow and ice removal.