Common use of Audit Rights Clause in Contracts

Audit Rights. Tenant may, within one hundred eighty (180) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.

Audit Rights. Tenant mayA. Licensor and its authorized representatives shall have the right up to two (2) times per year during regular business hours, within one hundred eighty (180) days after receiving Landlordon reasonable prior notice and at Licensor’s statement sole expense, to visit the offices and facilities of Operating Expenses Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or Taxesserviced and Services are developed, give Landlord written notice (“Review Notice”) marketed, promoted or rendered, in a manner that Tenant intends complies with the building and security requirements of Licensee, in order to review Landlord’s records conduct a reasonable inspection and examination of such offices and facilities and the operation of the Operating Expenses or Taxes for business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that calendar year andit believes, if Tenant so choosesin its good-faith opinion, the Calendar Year immediately preceding and/or Products or Services or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt use of the Review NoticeLicensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies that, any such additional visits shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth conducted on reasonable prior notice describing in reasonable detail the Operating Expenses facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or Taxes other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall include reasonable backup necessary for Tenant permit Licensor to conduct promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, including the records for the previous calendar year inspection or base year for comparison. Within one hundred eighty (180) days after the records are audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to TenantLicensor pursuant to this Article VI, Tenant including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred not prevent Licensor from raising pursuing any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord it may have in connection with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when dueAgreement.

Audit Rights. Tenant may, within one hundred eighty (180) 90 days after receiving Landlord’s 's statement of Operating Expenses or TaxesExpenses, give Landlord written notice (“"Review Notice”") that Tenant intends to review Landlord’s 's records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearyear. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar year or base year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for comparisonall costs, expenses and fees incurred for the audit. Within one hundred eighty (180) 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “"Objection Notice”") stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s 's statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if year. If Tenant fails to give Landlord an Objection Notice within the 180 60 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s 's Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) 30 days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s 's records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.

Audit Rights. Tenant may, within one hundred eighty (180) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records Symantec may audit Your use of the Operating Expenses or Taxes for Licensed Software and Maintenance to verify that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copiedYour usage complies with applicable Entitlement Confirmation(s). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparisonwithout limitation through collection and use of Collected Data, self-certifications, on-site audits and/or audits done using a third party auditor. Within one hundred eighty (180) days after the records are made available to TenantAn audit will be done upon reasonable notice and during normal business hours, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur but not more often than once in each year unless a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers material discrepancy was identified during the audit as provided in this sentence) of receipt course of a statement prior review. You agree to implement internal safeguards to prevent any unauthorized copying, distribution, installation, or use of, or access to, the Licensed Software. You further agree to keep records sufficient to certify Your compliance with this License Agreement, and, upon request of Symantec, provide and certify metrics and/or reports based upon such records and accounting for both numbers of copies (by product and version) and network architectures as they may reasonably relate to Your licensing and deployment of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager Licensed Software. If Your usage of the Building and the Building Licensed Software or Maintenance is owned by not compliant, You will promptly submit an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment order within thirty (30) days, at Manufacturer’s Suggested Reseller Price (MSRP), or as mutually agreed upon with Symantec, applicable to Your use of the Licensed Software or Maintenance in excess of Your entitlement rights including, but not limited to software license fees , new and lapsed Maintenance fees, and reinstatement costs. In additionLapsed Maintenance or excess subscription fees will be calculated at a minimum of one (1) year, if as a result unless an accurate calculation can be determined. Symantec reserves the right to charge interest at the rate of an one and one-half percent (1½%) per month or the highest interest rate allowed by law, whichever is lower, from the date on which such amount became due. Symantec shall bear the costs of any such audit, Operating Expenses or Taxes are found to be overstated by more than except where the audit demonstrates that the MSRP value of Your non-compliant usage exceeds five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost ) of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidentialthe MSRP value of Your compliant deployments. In no event such case, in addition to purchasing appropriate licenses and Maintenance for any over-deployed Licensed Software, You shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during reimburse Symantec for the period of costs for the audit all Rent when dueaudit.

Audit Rights. Tenant mayORTHO shall keep, within one hundred eighty and shall cause its AFFILIATES and SUBLICENSEES to keep, full, true and accurate books of account containing all particulars in accordance with ORTHO's normal accounting procedures then in effect for the purpose of showing the amount payable to KOSAN by way of royalty as aforesaid or by way of any other provision hereunder. Said books of account shall be kept at ORTHO's (180or if sales by a SUBLICENSEE, at the SUBLICENSEE's) days after receiving Landlord’s statement principal place of Operating Expenses business. Said books and the supporting data shall be maintained and kept open during reasonable business hours, for [**] following the end of the calendar year to which they pertain (and access shall not be denied thereafter, if reasonably available), to the inspection of an independent certified public accountant retained by KOSAN and reasonably acceptable to ORTHO or Taxessuch SUBLICENSEE for the purpose of verifying ORTHO's royalty statements, give Landlord written notice (“Review Notice”) that Tenant intends or ORTHO's compliance in other respects with this AGREEMENT, but this right to review Landlord’s inspect may not be exercised more than once in any year and once a calendar period is audited, it may not be re-audited unless a payment [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. discrepancy is identified. Said accountant shall disclose to KOSAN only information relating to the accuracy of the royalty reports and the royalties paid under this AGREEMENT. Names of customers and other confidential information shall not be disclosed to KOSAN by such independent accountant. Such accountant shall be retained at KOSAN's sole expense. Notwithstanding the foregoing, inspections of the records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies SUBLICENSEES shall be limited to the extent that ORTHO has the right to authorize KOSAN to make such inspection; provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant shall that if ORTHO does not have the right to give Landlord written notice (authorize KOSAN to make such an “Objection Notice”) stating in reasonable detail any objection inspection, upon KOSAN's request, ORTHO, at its expense, using an independent certified accountant reasonably acceptable to Landlord’s statement of Operating Expenses or Taxes for KOSAN, shall inspect the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes SUBLICENSEE's records and shall be barred from raising any claims regarding provide to KOSAN the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt results of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Noticesuch inspection. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment an underpayment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%)) is established for a quarter, Landlord LICENSEE shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel the costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when dueof such period and shall promptly pay to KOSAN any amounts due together with interest as provided in Section 7.7.

Audit Rights. Tenant mayTenant, within one hundred eighty (180) 365 days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that the calendar year and, if Tenant so chooses, to which the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearstatement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or base year commonwealth where the Property is located. Tenant shall be solely responsible for comparisonall costs, expenses and fees incurred for the audit. Within one hundred eighty (180) 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or Taxes for fails to provide Landlord with a Review Notice within the years under review. 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described aboveyear. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) 30 days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.. EXHIBIT C

Audit Rights. Tenant mayTenant, within one hundred eighty (180) 60 days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that the calendar year and, if Tenant so chooses, to which the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearstatement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar year or base year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state where the Property is located and shall not be compensated on a contingency fee basis. Tenant shall be solely responsible for comparisonall costs, expenses and fees incurred for the audit. Within one hundred eighty (180) 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or Taxes for fails to provide Landlord with a Review Notice within the years under review. 60 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.. EXHIBIT C

Audit Rights. Every statement given by Landlord pursuant to Section 4.3 shall be conclusive and binding upon Tenant unless within 120 days after the receipt of such statement Tenant shall notify Landlord that it disputes the correctness thereof. During the period of 120 days after receipt of Landlord’s Statement, Tenant’s advisor (which must be a real estate professional who is in the business of reviewing reconciliation statements on behalf of third party tenants) or certified public accountant which, in either case, is not compensated on a contingency basis may, for the purpose of verifying the Common Area Expenses, inspect the records of the material reflected in Landlord’s Statement, including such materials and statements for previous years, as applicable, at a reasonable time mutually-agreeable to Landlord and Tenant. Such material shall include but not be limited to the general ledger of the Common Area Expenses on a line item basis. The audit shall be concluded within thirty (30) days of the commencement of such audit and Tenant shall provide Landlord with the results of such audit within sixty (60) days of the conclusion of such audit. The parties recognize the confidential nature of Landlord’s books and records and hence agree that before Landlord shall afford Tenant’s advisor or its certified public accountant reasonable access to Landlord’s books and records, including the copying of said material in order to complete a thorough analysis of the expenses, Tenant and its advisor or certified public accountant shall enter into a confidentiality agreement in form and substance reasonably satisfactory to Landlord, whereby Tenant and its advisor or certified public accountant shall agree, as a condition precedent to their review of such books and records, not to disclose any of the information disclosed in connection with such review to any third party (subject to standard nondisclosure exceptions, including without limitation, disclosures ordered by a court or otherwise required to comply with applicable law). Failure of Tenant to challenge any item in Landlord’s Statement within one hundred eighty twenty (180120) days after receiving Tenant’s receipt of Landlord’s statement Statement shall be construed as a waiver of Operating Expenses or TaxesTenant’s right to challenge such item for such year and such determination shall be conclusive for both Landlord and Tenant. In the event Tenant’s audit of Landlord’s Statement discloses discrepancies, give Tenant shall disclose the results of such audit to Landlord. Landlord written notice shall have a period of thirty (“Review Notice”30) that Tenant intends days to review LandlordTenant’s records audit reports and determine if Landlord disputes such reports. If Landlord disputes the results of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review NoticeTenant’s audit reports, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice of such disputes within such thirty (an “Objection Notice”30) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under reviewday period. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in disagreements resulting from Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if cannot resolve such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment disputes within thirty (30) daysdays of the date Landlord gives notice to Tenant of Landlord’s dispute, either party may refer the decision of the issues raised, if any, to a reputable, nationally-recognized independent firm of certified public accountants (or other organization whose core competency is deemed to be within this specialty area) selected by Tenant and reasonably approved by Landlord. The selected firm shall be deemed to be acting as an expert and not as an arbitrator, and a determination signed by the selected expert shall be final and binding on both Landlord and Tenant. Landlord shall afford such accountants/specialists reasonable access to Landlord’s books and records to the extent such accountants/specialists deem necessary in order to reach their decision. In additionconnection therewith, Tenant and such accountants/specialists shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties shall agree not to disclose any of the information disclosed in connection with such review to any third party (subject to standard nondisclosure exceptions, including without limitation, disclosures ordered by a court or otherwise required to comply with applicable law). Notwithstanding the foregoing, in the event such certified public accountant/specialists shall determine that Landlord’s Statement for the subject year or any previous years, if as a result applicable, has overcharged Tenant for Common Area Expenses (and such determination is not successfully challenged by Landlord), then Landlord shall refund or credit to Tenant the amount of an audit, Operating the overcharge. If such audit shall determine that Landlord has overstated actual Common Area Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenantshall, Tenant’s in addition, reimburse Tenant for the reasonable cost out-of-pocket expenses incurred by Tenant in connection with such audit (including the out of conducting such audit, not to exceed $15,000.00, pluspocket costs of retaining its advisor) and, if applicable, reasonable travel costs to Indianapolis for necessary auditing staffexpert review. The records obtained If such audit and, if applicable, expert review, shall determine that (1) Landlord has not overstated actual Common Area Expenses, or (2) has overstated actual Common Area Expenses by less than five percent (5%) then, Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement pay the costs of Operating Expenses or Taxes unless Tenant has paid and continues to pay during such audit (including the period out of pocket costs of retaining its advisor) and, if applicable, the audit all Rent when dueexpert review.

Audit Rights. In the event Tenant may, within one hundred eighty (180) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records disputes the amount of the Project Operating Expenses or Taxes Expenses, Building Operating Expenses, Tax Expenses, Building Utilities Costs and/or Project Utilities Costs set forth in the Statement for that the particular calendar year anddelivered by Landlord to Tenant pursuant to Section 4.3.2 above, if Tenant so choosesshall have the right, at Tenants cost, after reasonable notice to Landlord, to have Tenant's authorized employees or agents inspect, at Landlord's office during normal business hours, Landlord's books, records and supporting documents concerning the Project Operating Expenses, Building Operating Expenses, Tax Expenses, Building Utilities Costs and/or Project Utilities Costs set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant as described below, or object to or otherwise dispute the amount of the Project Operating Expenses, Building operating Expenses, Tax Expenses, Building Utilities Costs and/or Project Utilities Costs set forth in any such Statement, unless Tenant notifies Landlord of such objection and dispute within twelve (12) months immediately fallowing Landlord's delivery of the actual Statement for the costs and for the Calendar Year immediately preceding in question (the "Notice Period "); provided, further, that notwithstanding any such timely objection and dispute, and as a condition precedent to Tenant's exercise of its right of objection, dispute, inspection and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall audit as set forth in reasonable detail this Section 4.6, Tenant shall not be permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the provisions of this Article 4 in accordance with such Statement. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described-below. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlords operation and management of the Building. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Project Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its reviewExpenses, including Building Operating Expenses, Tax Expenses, Building Utilities Costs and/or Project Utilities Costs set forth in the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to TenantStatement, Tenant shall have the right to give Landlord written notice (cause an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have independent certified public accountant which is mutually approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, by Landlord and Tenant shall work together in good faith (the "Accountant") to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review complete an audit of Landlord’s 's books and records relating pertaining to Operating Expenses or Taxes incurred during to determine the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement proper amount of the statement of project Operating Expenses Expenses, Building Operating Expenses, Tax Expenses. Building Utilities Costs and/or Project Utilities Costs incurred and Taxes (and the other documentation to which amounts payable by Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate calendar year which is the property manager subject of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of LandlordStatement. Such audit by the Accountant shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to tie final and binding upon Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for cannot mutually agree as to the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount identity of the overpayment by Tenant. Likewise, if Landlord [***] Confidential portions of this document have been redacted and Tenant determine that Operating Expenses or Taxes for filed separately with the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when dueCommission.

Audit Rights. Tenant may(a) Until one (1) year after the Milestone 2 Deadline Date (the “Review Request Period”), within one hundred eighty (180) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord upon reasonable advance written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the no event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice advance written notice) from Tenant to Landlord and may be deferred by Landlordthe Acting Holders, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to Parent shall permit one (1) month independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates solely as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder, including the Net Sales Statements; provided that (i) such Independent Accountant and the Acting Holders and Rights Agent shall each enter into a date convenient customary confidentiality agreement reasonably satisfactory to Landlord’s property manager Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.6, (ii) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates and Tenant(iii) such Independent Accountant shall disclose to the Acting Holders and Rights Agent only whether any Milestone has been achieved during the Fiscal Year or Fiscal Quarter, as applicable, that is the subject of the inspection and shall not otherwise share any information received from Parent or any of its Affiliates pursuant to any such audit with the Acting Holders, the Rights Agent or with any other Person. Landlord The fees charged by such Independent Accountant shall be borne by the Acting Holders; provided that if the amount by which the Net Sales determined by the Independent Accountant are greater than the Net Sales determined by Parent results in Parent’s obligation to make a Milestone Payment, the fees charged by such Independent Accountant shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of such third-party auditall disclosures made to the Acting Holders or Rights Agent. If Landlord and Tenant determine without a third party audit, or if such The audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent rights set forth in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty this Section 4.6 may not be exercised (30A) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute once in any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay Fiscal Year during the Review Request Period and (B) more than once with respect to any Fiscal Year during the Milestone Period (it being understood that no books and records of Parent or any of its Affiliates with respect to any such period of during the audit all Rent when dueMilestone Period may be inspected more than once).

Audit Rights. Tenant mayTenant, within one hundred eighty sixty (18060) days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that the calendar year and, if Tenant so chooses, to which the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearstatement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or base year commonwealth where the Property is located. Tenant shall be solely responsible for comparisonall costs, expenses and fees incurred for the audit, unless such audit reveals an overcharge of more than five percent (5%), in which case Landlord shall pay for the reasonable costs of the audit. Within one hundred eighty ninety (18090) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or Taxes for fails to provide Landlord with a Review Notice within the years under review. 90 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.. EXHIBIT C

Audit Rights. Tenant may, within one hundred eighty (180) 90 days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearyear. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar year or base year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for comparisonall costs, expenses and fees incurred for the audit. Within one hundred eighty (180) 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or Taxes for fails to provide Landlord with a Review Notice within the years under review. 90 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described aboveyear. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) 30 days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.

Audit Rights. Tenant mayDuring each calendar quarter in which Royalties are due under Agreement and for a minimum of 18 months following the calendar quarter to which such records pertain, within one hundred eighty (180) days after receiving Landlord’s statement of Operating Expenses or TaxesCoronado shall maintain, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant require its Affiliates to conduct its reviewmaintain, books and records, consistent with sound business and accounting practices and in such form and in such detail as to enable the Revogenex, through an independent certified public accountant, to verify compliance with Applicable Law and the terms of this Agreement and any related agreement, including the amounts payable and other costs and financial information associated with Coronado’s duties under this Agreement. Upon the prior written request of Revogenex made at least 45 days in advance, but not more than once in each calendar year, the Coronado shall permit an independent certified public accounting firm selected by the Revogenex to have access, during normal business hours, to such of its records for as may be reasonably necessary to verify the previous accuracy of payments, reports and the like made to Revogenex with respect to any calendar year or base year ending not more than three (3) years prior to Revogenex’s request. Coronado shall provide reasonable cooperation with such accounting firm and shall not charge Revogenex for comparisonsuch cooperation. Within one hundred eighty (180) days after The accounting firm shall be bound by obligations of confidentiality and may disclose Revogenex only whether the records are made available to Tenant, Tenant shall have correct or not and the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail specific details concerning any objection to Landlord’s statement of Operating Expenses or Taxes for discrepancies; otherwise the years under review. Tenant accounting firm shall be deemed prohibited from disclosing any information obtained or generated in connection with such review to have approved Landlord’s statement of Expenses or Taxes any other Person. All audit materials and reports shall be barred from raising held in confidence and not used for any claims regarding the Operating Expenses purpose except for enforcing this Agreement. Prompt adjustment shall be made for any errors disclosed by such examination. If said audit reveals underpayments or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt other material record-keeping errors in excess of 5% of the statement amount actually due hereunder with respect to the calendar year in question, Coronado will pay all costs associated with such audit or will reimburse Revogenex for the next succeeding Calendar Year or fails to provide Landlord all costs associated with a Review Notice such audit within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) 30 days of receipt of a statement notice setting forth such costs. Any underpayment shall be paid to Revogenex within 30 days of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. report that identifies such overpayment or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when dueunderpayment.

Audit Rights. Tenant may, within one hundred eighty (180) Not later than 120 days after of receiving Landlord’s statement of Operating Expenses or TaxesCost Statement, Tenant may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes Costs for that calendar year and, if Tenant so chooses, the Calendar Lease Year immediately preceding and/or to which the Operating Expense Base Year and Tax Base Yearstatement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar year or base year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the State. Tenant is solely responsible for comparisonall costs, expenses and fees incurred for the audit. Within one hundred eighty (180) 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes Cost Statement for that year if Lease Year. If Tenant fails to give Landlord an Objection Notice within the 180 90-day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 120-day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right be deemed to have professional auditors conduct a review of approved Landlord’s books Operating Cost Statement and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus barred from raising any period claims regarding the Expenses for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staffLease Year. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes Cost Statement unless Tenant has paid and continues to pay during the period of the audit all Rent when due.. /s/ SS /s/ EF Landlord’s Initials Tenant’s Initials

Audit Rights. Within 60 days after Landlord furnishes its statement of actual Operating Expenses for any calendar year (including the Base Year) (the “Audit Election Period”), Tenant may, at its expense, elect to audit Landlord’s Operating Expenses for such calendar year only, subject to the following conditions: (1) there is no uncured event of default under this Lease; (2) the audit shall be prepared by an independent certified public accounting firm of recognized national standing; (3) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (4) the audit shall commence within one hundred eighty (180) 30 days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of makes Landlord’s books and records relating available to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a yearTenant’s auditor and shall conclude within 60 days after commencement; shall be conducted within twelve (125) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular Landlord’s normal business hours at the location where Landlord maintains its books and records and shall not unreasonably interfere with the conduct of Landlord’s property manager business; (6) Tenant and its accounting firm shall treat any audit in a confidential manner and shall each execute Landlord’s confidentiality agreement for Landlord’s benefit prior to commencing the audit; and (7) the accounting firm’s audit report shall, at its office no charge to Landlord, be submitted in draft form for Landlord’s review and comment before the Bostonfinal approved audit report is delivered to Landlord, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned any reasonable comments by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which Landlord shall be on incorporated into the final audit report. This paragraph shall not less than fifteen (15) business days’ notice from Tenant be construed to Landlord and may be deferred by Landlordlimit, by notice suspend, or xxxxx Tenant’s obligation to Tenant given at least ten (10) business days before the date proposed by Tenantpay Rent when due, for up to one (1) month to a date convenient to Landlord’s property manager and Tenantincluding estimated Excess Operating Expenses. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such credit any overpayment determined by the final approved audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit report against the next installment Rent due and owing by Tenant or, if no further Rent is due, refund such overpayment directly to Tenant within 30 days of Rent in the amount of the overpayment by Tenantdetermination. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment determined by the final approved audit report within thirty (30) days30 days of determination. In addition, if as a result The foregoing obligations shall survive the expiration or termination of an audit, this Lease. If Tenant does not give written notice of its election to audit Landlord’s Operating Expenses during the Audit Election Period, Landlord’s Operating Expenses for the applicable calendar year shall be deemed approved for all purposes, and Tenant shall have no further right to review or Taxes are found contest the same. The right to audit granted hereunder is personal to the initial Tenant named in this Lease and to any assignee under a Permitted Transfer (defined below) and shall not be available to any subtenant under a sublease of the Premises. If the audit proves that Landlord’s calculation of Operating Expenses for the calendar year under inspection was overstated by more than five percent (5%), then, after verification, Landlord shall pay to Tenant, Tenant’s actual reasonable cost out-of-pocket audit and inspection fees (but specifically excluding any travel and lodging expenses) applicable to the review of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlordsaid calendar year statement within thirty (30) days after receipt of Tenant’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when dueinvoice therefor.

Audit Rights. Tenant mayLandlord shall have the right up to twice per annum (provided, within one hundred eighty however, such limitation shall apply if Landlord finds a material discrepancy in Tenant's books of account and records during its previous inspection and/or audit), upon at least fifteen (18015) days after receiving Landlord’s statement days' reasonable advance written notice, to inspect and audit all of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s the books of account and records of Tenant (including the Operating Expenses books of account and records of any subtenant, licensee or Taxes for that calendar year and, if concessionaire) required to be kept pursuant to Section 5.4. Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent the books of account and records available for inspection and audit by electronic files or in hard copy (which hard copies shall be provided Landlord's representatives at the Building and mayPremises or at a business office of Tenant in Los Angeles County during regular business hours. In addition, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenantupon request of Landlord, Tenant shall have furnish to Landlord a copy of Tenant's state and local sales and use tax returns, and all taxing authority audit reports, delinquency notices, and the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to like pertaining thereto, and, at Landlord’s 's request, shall obtain copies of the foregoing from the taxing authorities. Any information gained from such statement of Operating Expenses or Taxes for the years under review. Tenant inspection shall be deemed to have approved Landlord’s statement of Expenses or Taxes confidential and shall not be barred from raising any claims regarding disclosed other than to carry out the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Noticepurpose hereof, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided permitted to divulge the contents of any such statement in connection with any contemplated sales, transfers, assignments, encumbrances or financing arrangements of Landlord's interest in the Premises or in connection with any administrative or judicial proceedings in which Landlord is involved where Landlord may be required to divulge such information. If it shall be determined as a copy result of such third-party auditaudit that there has been a deficiency in the payment of Percentage Rental, then such deficiency shall become immediately due and payable with interest at the Lease Rate from the date when said payment should have been made. If In addition, if Tenant understates Gross Sales by more than [***], and if Landlord and Tenant determine without is entitled to any additional Percentage Rental as a third party auditresult of said understatement, or if such audit demonstratesshows that Tenant has failed to maintain the books of account and records required by Section 5.4 so that Landlord is unable to verify the accuracy of Tenant's statement, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, then Tenant shall pay to Landlord the amount all reasonable costs and expenses (including reasonable auditors' and attorneys' fees and costs) which may be incurred by Landlord in conducting such audit and collecting such underpayment if any and implement such corrective measures as may be required by Landlord to maintain accurate books of any underpayment within thirty (30) daysaccount and records. In additionIf Tenant intentionally understated Gross Sales, if as a result of an auditthen, Operating Expenses or Taxes are found in addition to be overstated by more than five percent (5%)Landlord's aforesaid rights, Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when duemay terminate this Lease.

Audit Rights. Tenant mayTenant, within one hundred eighty twenty (180120) days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that the calendar year and, if Tenant so chooses, to which the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearstatement applies. Within a reasonable time thirty (30) days after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm or base year another qualified professional licensed to do business in the Commonwealth of Massachusetts; provided, however, that no examiner or agent of Tenant shall be retained on a contingent fee basis. Tenant shall be solely responsible for comparisonall costs, expenses and fees incurred for the audit. Within one hundred eighty ninety (18090) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the ninety- (90)-day period or Taxes for fails to provide Landlord with a Review Notice within the years under review. one hundred twenty (120) -day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than four percent (4%), Landlord, within thirty (30) days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. EXHIBIT C WORK LETTER This Exhibit is attached to and made a part of the Lease by and between NORMANDY XXXXXXXXX ROAD, LLC, a Delaware limited liability company, (“Landlord”) and OXFORD IMMUNOTEC, INC., a Delaware corporation, (“Tenant”) for space in the Building located at 000 Xxxxxxxxx Xxxx, Marlborough, Massachusetts 01752.

Audit Rights. Tenant may, within one hundred eighty (180) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant SpectRx shall have the right to give Landlord verify, at its expense and not more frequently than twice per year and upon not less than thirty (30) days' prior written notice to Healthdyne, the accuracy of the accounting reports and Royalty payments provided by Healthdyne hereunder, through inspection of Healthdyne's pertinent records and books of accounts maintained in the ordinary course of business. Such audit shall be conducted by a certified public accountant (the "CPA") chosen by SpectRx in its reasonable discretion, and which CPA is reasonably acceptable to Healthdyne. If the CPA determines that Healthdyne has overpaid SpectRx, SpectRx will promptly repay Healthdyne. If the CPA determines that Healthdyne has underpaid SpectRx, Healthdyne shall have sixty (60) days from receipt of notice of the alleged underpayment to investigate and review the alleged underpayment. If Healthdyne concurs that there has been an “Objection Notice”underpayment, Healthdyne shall promptly pay SpectRx the amount of any such underpayment. In such event, SpectRx shall pay all costs, expenses and fees of the CPA unless (i) stating in reasonable detail any objection Healthdyne has underpaid SpectRx, and (ii) the amount of such underpayment exceeds five percent (5%) of the amount actually due to Landlord’s statement of Operating Expenses or Taxes SpectRx for the years under review. Tenant period audited, in which event the CPA's costs, fees and expenses shall be deemed paid by Healthdyne. If Healthdyne does not concur with the CPA's determination, the matter will be sent to have approved Landlord’s statement of Expenses or Taxes and binding arbitration in accordance with the rules set forth as Exhibit H, provided, however, the arbitrator shall be barred a CPA from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails an agreed upon national accounting firm which is not affiliated with either party and is reasonably satisfactory to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described aboveeach party. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant Each party shall work together pay its own costs in good faith to resolve any issues raised in Tenant’s Objection Noticearbitration. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant Healthdyne shall have the right to have professional auditors conduct a review verify, at its expense and not more frequently than twice per year and upon not less than thirty (30) days prior written notice to SpectRx, the accuracy of Landlord’s the accounting records reported to Healthdyne by SpectRx hereunder, through inspection of SpectRx's pertinent records and books and records relating of accounts (including but not limited to Operating Expenses or Taxes incurred during product costs) maintained in the periodordinary course of business. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve by a certified public accountant (12the "CPA") months chosen by Healthdyne in its reasonable discretion, and which CPA is reasonably acceptable to SpectRx. If the CPA determines that Healthdyne has underpaid SpectRx, Healthdyne will promptly pay SpectRx such amount. If the CPA determines that Healthdyne has overpaid SpectRx, SpectRx shall have sixty (plus 60) days from receipt of notice of the alleged overpayment to investigate and review the alleged overpayment. If SpectRx concurs that there has [*] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. been an overpayment, SpectRx shall promptly pay Healthdyne the amount of any period for which Landlord defers such overpayment. In such event, Healthdyne shall pay all costs, expenses and fees of the audit as provided in this sentenceCPA unless (i) Healthdyne has overpaid SpectRx, and (ii) the amount of such overpayment exceeds five percent (5%) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation amount actually due to which Tenant is entitled as set forth above) SpectRx for the period being audited; , in which event the CPA's costs, fees and expenses shall be conducted during regular business hours of Landlord’s property manager at its office paid by SpectRx. If SpectRx does not concur with the CPA's determination, the matter will be sent to binding arbitration in accordance with the Boston, Massachusetts metropolitan arearules set forth as Exhibit H; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which arbitrator shall be on a CPA from an agreed upon national accounting firm which is not less than fifteen (15) business days’ notice from Tenant affiliated with either party and is reasonably satisfactory to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenanteach party. Landlord shall be provided with a copy of such third-Each party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel its own costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when duein arbitration.

Audit Rights. Tenant may, within one hundred eighty Nellcor agrees to maintain records sufficient to verify the calculation of all Pulse Oximetry Revenue for a period of two (1802) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records years from the end of the Operating Expenses or Taxes for that calendar year andin which the royalties are paid by Nellcor. In addition, if Tenant so choosesNellcor agrees to maintain records sufficient to verify the calculation of all Pulse Oximetry Revenue for calendar years 2004 and 2005 until December 31, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year2007. Within a reasonable time after receipt of the Review NoticeNellcor agrees that Masimo, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall as set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its reviewbelow, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s the books and records relating of Nellcor inspected, at Masimo’s expense, to Operating Expenses or Taxes incurred during verify the periodaccuracy of Nellcor’s accounting reports, but such right shall not extend beyond the period of two (2) years from the end of the calendar year to be audited. Such professional auditors may not, however, inspection shall be engaged on carried out by an independent representative or accountant (non-employee) of Masimo agreed upon by Masimo and Nellcor (which agreement shall not be unreasonably withheld) who shall be bound by a contingent fee basisconfidentiality agreement. Such an audit may occur representative or accountant shall report to Masimo and Nellcor whether the reports and payments made by Nellcor were correct or, if not correct, the amount of discrepancy. Masimo agrees to hold all reports in confidence and to impose a similar requirement of confidentiality on any representative or accountant appointed hereunder. Masimo and any such representative or accountant shall not use any information gained from such inspection for any purpose other than determining and enforcing Masimo’s rights under this Agreement. No more often than once in a year; one inspection shall be conducted permitted during each calendar year. In the event that any such inspection leads to a determination that Nellcor underpaid the royalties due to Masimo, Nellcor shall reimburse Masimo such underpayment within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord days of the date of the report. Late payments and may be deferred underpayments will accrue interest at 10% per annum. If royalties due Masimo were underpaid by Landlord, by notice to Tenant given at least ten percent (10%) business days before the date proposed by Tenantor more, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord Nellcor shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes also reimburse Masimo for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount reasonable fees and expenses of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes independent representative/accountant for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) daysinspection. In addition, if as a result the event of an auditoverpayment of Earned Royalties, Operating Expenses or Taxes are found to then Masimo shall credit Nellcor such overpayment, and such credit will be overstated by more than five percent (5%reflected in Nellcor’s next due royalty payment(s), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.

Audit Rights. At the request of Tenant may, at any time within one hundred eighty twenty (180120) days after receiving Landlord delivers (i) Landlord’s statement of Landlord’s Operating Expenses and Taxes or (ii) any Landlord statement of Additional Rent due from Tenant (including electricity charges under Section 2.7 or overtime HVAC charges under Section 4.1.1(c)) to Tenant, Tenant (at Tenant’s expense) shall have the right to examine Landlord’s books and records applicable to Landlord’s Operating Expenses and Taxes or other applicable Additional Rent charge. Such right to examine the records shall be exercisable: (a) upon reasonable advance notice to Landlord and at reasonable times during Landlord’s business hours; (b) only during the 120-day period following Tenant’s receipt of Landlord’s statement of the actual amount of Landlord’s Operating Expenses and Taxes for the applicable calendar year; and (c) not more than once each calendar year. Notwithstanding anything herein to the contrary, Tenant shall have no right to examine Landlord’s books and records and audit Landlord’s Operating Expenses and Taxes if Tenant shall have withheld or otherwise failed to pay any Additional Rent when due. Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or and Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth binding upon Tenant except as to items specifically disputed in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned writing by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord given within two (2) months after Landlord makes such books and may be deferred by Landlord, by notice records available to Tenant given at least ten (10) business days before the date proposed by Tenant, for up pursuant to one (1) month to a date convenient to Landlord’s property manager and Tenantthis Section 2.6.6. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord all costs of the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, audit unless Tenant is found to have overpaid Additional Rent for Operating Expenses or and Taxes are found to be overstated by more than five percent (5%), % for the year in question in which event Landlord shall pay to Tenant, Tenant’s reimburse Tenant the actual and reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff3,000. The records obtained In any event any audit of Landlord’s Operating Expenses and Taxes shall be conducted by an independent certified public accountant employed or retained by Tenant shall be treated as confidentialor an auditing firm reasonably approved by Landlord for such purpose (each, an “examiner”). In no event shall Tenant propose, nor shall Landlord ever be permitted required to examine approve, any examiner of Tenant who is being paid on a contingent fee basis or is representing other tenants in the Building. As a condition precedent to performing any such examination of Landlord’s books and records, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement in form reasonably acceptable to Landlord and Tenant agreeing to keep confidential any information that they discover about Landlord or the Building in connection with such examination. Without limiting the foregoing, such examiners shall also be required to agree that they will not represent any other tenant in the Building in connection with examinations of Landlord’s books and records or for the Building unless said tenant(s) have retained said examiners prior to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period date of the audit all Rent when due.first examination of Landlord’s books and records conducted by Tenant pursuant to this Section 2.6.6 and have been continuously represented by such examiners since that time. Notwithstanding any prior approval of any examiners by Landlord, Landlord shall have the right to rescind such approval at any time if in Landlord’s reasonable judgment the examiners have breached any confidentiality undertaking to Landlord or any other landlord or cannot provide acceptable assurances and procedures to maintain confidentiality. EAST\66392481.7

Audit Rights. Tenant may, within one hundred eighty (180) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) Provided that Tenant intends timely delivers an Expense Claim to review Landlord, Tenant’s records of CPA (as defined below) shall have the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and mayright, at Tenant’s sole cost and expense, be copied). Such upon at least thirty (30) days’ prior notice to Landlord, at any time during regular business hours, to review and photocopy Landlord’s records shall set forth in reasonable detail the Operating pertaining to Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparisonimmediately preceding Computation Year only (and the Base Year, but as to the Base Year, only one (1) time during the Term), and only to the extent reasonably necessary to evaluate the Expense Claim. Within one hundred eighty The inspection of Landlord’s records must be completed within ten (18010) business days after the such records are made available to Tenant’s CPA, and the written determination of Tenant’s CPA must be delivered to Landlord within six (6) months after Tenant’s receipt of the applicable Annual Statement. If Tenant fails to deliver the written determination of Tenant’s CPA within said six (6) month period, Tenant shall have the forfeit any right to give Landlord written notice claim a refund, rebate, or return of Expenses set forth in the applicable Annual Statement. Any certified public accountant engaged by Tenant (an “Objection NoticeTenant’s CPA”) stating to inspect Landlord’s records shall not be compensated on a contingency basis, in reasonable detail any objection whole or in part, and shall be subject to Landlord’s statement of Operating Expenses prior written approval, which approval shall not be unreasonably withheld or Taxes for the years under reviewdelayed. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period If, following the receipt date Landlord receives the written report of Tenant’s CPA (the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice“Report Date”), Landlord disputes the findings therein, and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable not able to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment resolve their differences within thirty (30) daysdays following the Report Date, the dispute shall be resolved by binding arbitration as follows: Landlord and Tenant shall each designate an independent certified public accountant, who shall in turn jointly select an independent certified public accountant (the “Independent CPA”). In additionWithin sixty (60) days after selection, if the Independent CPA shall review the relevant records relating to Tenant’s Expense Claim and determine the proper amount payable by Tenant, which determination shall be final and binding upon the parties. If the Independent CPA determines that the amount of Expenses billed to Tenant was incorrect, the appropriate party shall pay to the other party the deficiency or overpayment, as a result applicable, within thirty (30) days following delivery of an auditthe Independent CPA’s decision, Operating without interest. The fees and costs of the Independent CPA shall be paid by Tenant unless the Independent CPA determines that Landlord has overstated Expenses or Taxes are found to be overstated for the applicable Computation Year, in the aggregate, by more than five percent (5%), in which case Landlord shall pay to Tenant, the fees and costs of the Independent CPA and the actual and reasonable costs of Tenant’s reasonable cost CPA. Tenant shall keep all information obtained by Tenant in connection with its review of conducting Landlord’s records confidential and obtain the agreement of Tenant’s CPA and the Independent CPA to keep all such audit, not information confidential. Landlord may condition inspection of Landlord’s records by Tenant’s CPA or the Independent CPA upon receipt of an executed confidentiality agreement acceptable to exceed $15,000.00, plus, if applicable, reasonable travel costs Landlord. Tenant agrees that Tenant’s sole right to Indianapolis for necessary auditing staff. The inspect Landlord’s books and records obtained and to contest the amount of Expenses payable by Tenant shall be treated as confidential. In no event shall set forth in this Paragraph 4(h), and Tenant be permitted hereby waives any and all other rights pursuant to examine Landlord’s Laws to inspect such books and records or and/or to dispute any statement contest the amount of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when duepayable by Tenant.

Audit Rights. Any statement of Tenant’s Share of Operating Expenses sent to Tenant mayshall be conclusively binding upon Tenant unless, Tenant shall: (a) timely pay to Landlord the amount set forth in such Statement, without prejudice to Tenant’s right to dispute the same, and (b) within one hundred eighty sixty (18060) days after receiving such Statement is sent, send a written notice to Landlord objecting to such Statement and specifying the particular respects in which such Statement is claimed to be incorrect (the “Dispute Notice”). If Tenant shall timely pay all amounts in a Statement and shall timely deliver a Dispute Notice to Landlord’s statement of Operating Expenses or Taxes, the parties shall meet in good faith and attempt to resolve the dispute. If the parties shall not be able to resolve such dispute (Tenant being required to give Landlord written notice (“Review Notice”) that Tenant intends reasonable opportunity to review Landlord’s records substantiate the accuracy of the Operating Expenses or Taxes for that calendar year andStatement being disputed by Tenant), if then, provided Tenant so chooses, shall have theretofore timely paid to Landlord the Calendar Year immediately preceding and/or amount shown to be due to Landlord on the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenantdisputed Statement, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in right, during reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on upon not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before prior written notice, to have its accountants and/or auditors inspect the date proposed relevant portion of Landlord’s books and records. Tenant shall have sixty (60) days from the giving of the foregoing notice to audit, at Landlord’s offices, Landlord’s books and records for the applicable year concerning the Operating Expenses in dispute, but only to the extent reasonably necessary to verify such disputed Operating Expenses, subject to the following conditions: (i) there is no uncured default under this Lease; (ii) the audit shall be performed by an independent certified public accounting firm of recognized national or regional standing; (iii) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (iv) the audit shall commence within thirty (30) days after Landlord makes Landlord’s books and records available to Tenant’s auditor and shall conclude within sixty (60) days after commencement; (v) the audit shall be conducted where Landlord maintains its books and records and shall not interfere with the conduct of Landlord’s business; and (vi) Tenant shall (and shall cause its accounting firm to) treat any information learned or observed in connection with the audit confidential and Tenant shall (and shall cause its accounting firm to) execute a confidentiality agreement for Landlord’s benefit in form reasonably acceptable to Landlord prior to commencing the audit. In the event Tenant’s accountants and/or auditors dispute the correctness of any Statement and specify in writing the particular respects in which the Statement is claimed to be incorrect, the parties shall meet in good faith and attempt to resolve the dispute and Tenant shall give Landlord reasonable opportunity to substantiate the accuracy of the Statement being disputed by Tenant. This Section 8.05 shall not be construed, for up to one (1) month limit, suspend or xxxxx Tenant’s obligation to a date convenient to Landlord’s property manager and Tenantpay Rental when due, including estimated Operating Expenses pending resolution of any dispute. Landlord shall be provided with a copy credit any overpayment of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for determined by the calendar year are less than reported, Landlord shall provide Tenant with a credit final approved audit report against the next installment Rental due and owing by Tenant or, if no further Rental is due, promptly refund such overpayment of Rent in the amount of the overpayment by Operating Expenses directly to Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstratesSimilarly, Tenant shall pay Landlord the amount of any underpayment of Operating Expenses determined by the final approved audit report within thirty (30) daysdays of determination. In addition, if as a result of an audit, If Tenant does not elect to audit the Operating Expenses for any year as herein expressly set forth, the Operating Expenses for the applicable year shall be deemed approved for all purposes, and Tenant shall have no further right to review or Taxes contest the same. The fees and expenses of any such audit shall be borne by Tenant, unless Landlord’s charges are found to be overstated for the applicable year by more than five percent (5%), in which case Landlord shall pay to Tenant, Tenant’s reasonable cost bear the costs of conducting such the audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted have the right to examine audit Landlord’s books and records more than once during any twelve (12) month period, nor shall any assignee or subtenant of Tenant have any right to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when dueperform such an audit.

Audit Rights. Tenant may, within one hundred eighty (180) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant Lender shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Noticeright, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a each year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the , to audit as provided in this sentence) Huntington Additional Payment Borrowers’ records of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) Gross Receipts, but only for the period being audited; shall be conducted purpose of ascertaining the amount of Gross Receipts during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlordpreceding Loan Year. Such audit shall occur be made on behalf of Lender by a certified public accountant to be selected by Lender. If Lender wishes to audit Huntington Additional Payment Borrowers’ records for any Loan Year, Lender shall notify Huntington Additional Payment Borrowers and proceed with such audit within 12 months after the date requested end of the Loan Year in question. Should Lender fail to exercise the right to audit the records of Huntington Additional Payment Borrowers within 12 months after the end of any Loan Year, then Lender shall have no further right to audit the records of Huntington Additional Payment Borrowers for such Loan Year, and Huntington Additional Payment Borrowers’ statement of Gross Receipts for such Loan Year shall conclusively be deemed to be correct. Any such audit by Tenant which Lender shall be on not less at Lender’s own expense, except as hereinafter provided. If any such audit discloses that Huntington Additional Payment Borrowers have understated the Gross Receipts for such Loan Year by more than fifteen (15) business days’ notice from Tenant 3% and Lender is entitled to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to any additional Annual Additional Payment as a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy result of such third-party understatement, then Huntington Additional Payment Borrowers shall promptly pay to Lender the cost of such audit. If Landlord and Tenant determine without a third party auditHuntington Additional Payment Borrowers shall, or if such audit demonstratesin any event, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord Lender the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when duedeficiency in Annual Additional Payment.

Audit Rights. Tenant may, within one hundred eighty (180) 90 days after receiving Landlord’s 's ------------ statement of Operating Expenses or TaxesExpenses, give Landlord written notice (“"Review Notice”") that Tenant intends to review Landlord’s 's records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearyear. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Landlord agrees that Tenant may retain a third party agent to review Landlord's books and records which third party agent is not a CPA firm, so long as the third party agent retained by Tenant shall have expertise in and familiarity with general industry practice with respect to the operation of and accounting for a first class office building and whose compensation shall in no way be contingent upon or base year correspond to the financial impact on Tenant resulting from the review. Tenant shall be solely responsible for comparisonall costs, expenses and fees incurred for the audit. Within one hundred eighty (180) 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “"Objection Notice”") stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s 's statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if year. If Tenant fails to give Landlord an Objection Notice within the 180 60 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s 's Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) 30 days. In addition, if as a result of an audit, Operating Landlord and Tenant determine that Expenses or Taxes are found to be overstated for the Building for the year in question were less than stated by more than five percent (5%), Landlord shall pay to Landlord, within thirty (30) days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for any reasonable amounts paid by Tenant to third parties in connection with such review by Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s 's records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.

Audit Rights. Tenant may, within one hundred eighty (180) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant representative shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of examine Landlord’s books and records relating with respect to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement reconciliation of the statement of Operating Expenses and Taxes Additional Rent (and the other documentation to which Tenant is entitled as set forth aboveincluding Real Estate Taxes) for the period being audited; shall be conducted prior calendar year set forth in Landlord’s expense statement during regular normal business hours of Landlord’s property manager at its office in the Bostonany time, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on upon not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenantprior notice, for up to within one (1) month year following the delivery by Landlord to a date convenient to Landlord’s property manager and TenantTenant of an itemized statement of Operating Expenses. Landlord If Tenant timely exercises such examination right, then such reconciliation shall be provided with a copy of such third-party audit. If considered final and accepted by Tenant unless Tenant notifies Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment objections to said reconciliation within thirty (30) daysdays after its examination of Landlord’s book and records. Any objection sent by Tenant shall specify, in reasonable detail, the respects in which said reconciliation is claimed to be incorrect. If Tenant’s examination shows that the amount Landlord charged Tenant for Additional Rent or real estate taxes was greater than the amount Tenant was obligated to pay, then, unless Landlord reasonably contests the results of Tenant’s examination, Landlord will refund the excess amount to Tenant within ten (10) days after Landlord receives a copy of the examination report. In addition, if the examination report shows that the amount Landlord charged for Additional Rent or real estate taxes (as a result the case may be) exceeds the actual amount of an audit, Operating Expenses Additional Rent or Taxes are found real estate taxes for which Tenant was obligated to be overstated pay by more than five percent (5%), then Landlord shall also pay all fees and expenses incurred in connection with such examination, including without limitation the reasonable fees and expenses of the person or entity Tenant used to conduct the examination. If the examination shows that the amount Landlord charged Tenant for the Additional Rent was less than the amount Tenant was obligated to pay, Tenant, within ten (10) days after receiving the examination report, shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Landlord the difference between the amount Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of amount stated in the audit all Rent when dueexamination report.

Audit Rights. Tenant mayTenant, within one hundred eighty (180) 365 days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that the calendar year and, if Tenant so chooses, to which the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearstatement applies. Within a reasonable time after receipt of the Review NoticeNotice (not to exceed 30 days), Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year or base year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for comparisonthe reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Within one hundred eighty (180) 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or Taxes for fails to provide Landlord with a Review Notice within the years under review. 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due. {QuinStreet, Inc. -6-00004264.} May 30, 2003 Matter ID Number: 7329 EXHIBIT C WORK LETTER This work letter (“Work Letter”) is attached to and made a part of the Lease by and between CA-PARKSIDE TOWERS LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and QUINSTREET, INC., a California corporation (“Tenant”) for space in the Building located at 0000 Xxxx Xxxxxxxxx Xxxxxxxxx, Xxxxxx Xxxx, Xxxxxxxxxx. As used in this Work Letter, the “Premises” shall be deemed to mean the Premises, as initially defined in the attached Lease.

Audit Rights. At the request of Tenant may, at any time within one hundred eighty ninety (18090) days after receiving Landlord delivers Landlord’s statement of Landlord’s Operating Expenses and Taxes to Tenant, Tenant (at Tenant’s expense) shall have the right to examine Landlord’s books and records applicable to Landlord’s Operating Expenses and Taxes. Such right to examine the records shall be exercisable: (a) upon reasonable advance notice to Landlord and at reasonable times during Landlord’s business hours; (b) only during the 90-day period following Tenant’s receipt of Landlord’s statement of the actual amount of Landlord’s Operating Expenses and Taxes for the applicable calendar year; and (c) not more than once each calendar year. Notwithstanding anything herein to the contrary, Tenant shall have no right to examine Landlord’s books and records and audit Landlord’s Operating Expenses and Taxes if Tenant shall have withheld or otherwise failed to pay any Additional Rent when due. Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or and Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth binding upon Tenant except as to items specifically disputed in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for writing by notice from Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) Landlord given within 105 days after Landlord delivers the records are made available statement to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed pay all costs of the audit unless Tenant is found to have approved overpaid Additional Rent for Operating Expenses and Taxes by more than 5% for the year in question. In any event any audit of Landlord’s statement of Operating Expenses or and Taxes and shall be barred from raising conducted by an independent certified public accountant retained by Tenant or an auditing firm approved by Landlord for such purpose (each, an “examiner”). In no event shall Tenant propose, nor shall Landlord ever be required to approve, any claims regarding examiner of Tenant who is being paid on a contingent fee basis or is representing other tenants in the Operating Expenses or Taxes for that year if Building. As a condition precedent to performing any such examination of Landlord’s books and records, Tenant fails and its examiners shall be required to give execute and deliver to Landlord an Objection Notice within agreement in form acceptable to Landlord agreeing to keep confidential any information that they discover about Landlord or the 180 day period following Building in connection with such examination. Without limiting the receipt of foregoing, such examiners shall also be required to agree that they will not represent any other tenant in the statement for the next succeeding Calendar Year or fails to provide Landlord Building in connection with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review examinations of Landlord’s books and records relating for the Building unless said tenant(s) have retained said examiners prior to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement date of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours first examination of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building books and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be records conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant pursuant to Landlord this Section 2.6.5 and may be deferred have been continuously represented by such examiners since that time. Notwithstanding any prior approval of any examiners by Landlord, by notice Landlord shall have the right to Tenant given rescind such approval at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to any time if in Landlord’s property manager reasonable judgment the examiners have breached any confidentiality undertaking to Landlord or any other landlord or cannot provide acceptable assurances and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found procedures to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when duemaintain confidentiality.

Audit Rights. Tenant may, within one hundred eighty (180) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes examine, copy and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of audit Landlord’s books and records relating to establishing Operating Expenses or Taxes incurred during for any Operating Year for a period of one (1) year following the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of date that Tenant receives the statement of Operating Expenses for such Operating Year from Landlord. Tenant shall give Landlord not less than thirty (30) days’ prior notice of its intention to examine and Taxes (audit such books and records, and such examination and audit shall take place at such place within the other documentation continental United States as Landlord routinely maintains such books and records, unless Landlord elects to have such examination and audit take place in another location designated by Landlord in the city and state in which Tenant the Property is entitled as set forth above) for the period being audited; located. Any such audit shall be conducted during regular business hours by a certified public accountant, and all costs of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan areaexamination and audit shall be borne by Tenant; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or that if such examination and audit demonstrates, establishes that the actual Operating Expenses or Taxes for the calendar year Operating Year in question are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of set forth as the overpayment by Tenant. Likewise, if Landlord and Tenant determine that annual Operating Expenses or Taxes for on the calendar year are greater than reported, or if the audit so demonstrates, annual statement delivered to Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than at least five percent (5%), then Landlord shall pay the reasonable costs of such examination and audit. If, pursuant to Tenantthe audit, the payments made for such Operating Year by Tenant exceed Tenant’s reasonable cost required payment on account thereof for such Operating Year, Landlord shall credit the amount of conducting overpayment against subsequent obligations of Tenant with respect to Operating Expenses (or promptly refund such overpayment if the Term of this Lease has ended and Tenant has no further obligation to Landlord); but, if the payments made by Tenant for such Operating Year are less than Tenant’s required payment as established by the examination and audit, not Tenant shall pay the deficiency to exceed $15,000.00Landlord within thirty (30) days after conclusion of the examination and audit, plus, if applicable, reasonable travel costs and the obligation to Indianapolis make such payment for necessary auditing staffany period within the Term shall survive expiration of the Term. The records obtained by Tenant shall be treated as confidential. In no event required to deliver to Landlord a copy of its contract with its auditor and a copy of all reports produced by its auditor, and Tenant shall Tenant not be permitted to engage an auditor which is paid on a contingency or percentage basis. If Tenant does not elect to exercise its right to examine and audit Landlord’s books and records or for any Operating Year within the time period provided for by this paragraph, Tenant shall have no further right to dispute any challenge Landlord’s statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when dueExpenses.

Audit Rights. Tenant mayTenant, within one hundred eighty (180) 150 days after receiving the applicable Landlord’s statement of Operating Expenses or TaxesExpenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that the calendar year and, if Tenant so chooses, (including the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year) to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. As a condition to Tenant’s right to review such records, including Tenant shall pay all sums required to be paid in accordance with the Landlord’s statement of Expenses. If any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the previous calendar year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a nationally recognized CPA firm (having more than 25 accounting professional with real estate experience) licensed to do business in the state or base year commonwealth where the Property is located. Tenant shall not have the right to retain any person or entity to make such examinations who shall be paid on a contingency fee basis or any other fee basis by which such agent’s compensation is based upon the amount refunded or credited by Landlord to Tenant as a result of such audit or such agent’s review of any other costs or expenses of Tenant at the Property (and, prior to making an examination both Tenant and the person or entity retained by Tenant to make the examination shall certify to Landlord that the person or entity making the examination shall not be paid any sum based in whole or in part on a contingency fee basis or any other fee basis by which such agent’s compensation is based upon the amount refunded or credited by Landlord to Tenant as a result of such audit or review of other costs or expenses). In making any such examination, Tenant agrees, and shall cause its designated representative to agree, to keep confidential (i) any and all information contained in such records and (ii) the circumstances and details pertaining to such examination and any dispute or settlement between Landlord and Tenant arising out of such examination, except as may be required (A) by applicable Laws or (B) by a court of competent jurisdiction or arbitrator or in connection with any action or proceeding before a court of competent jurisdiction or arbitrator, or (C) to Tenant’s management, attorneys, accountants and other professionals in connection with any review of such statements for comparisonExpenses or in connection with any dispute between Landlord and Tenant; and Tenant will confirm and cause its representative to confirm such agreement in a separate, written agreement, if requested by Landlord. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within one hundred eighty (180) 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or Taxes for fails to provide Landlord with a Review Notice within the years under review. 90 days period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described aboveyear. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year year, as the case may be, are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) 30 days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential, subject to the exceptions set forth above. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due., but all such payment shall be without prejudice to Tenant’s rights under this Section 4 of Exhibit B. If the parties are unable to reach a resolution with within 30 days of Landlord’s receipt of an Objection Notice, and provided that the amount of the Expense Excess or Tax Excess that Tenant claims due is substantially different from the amount of the Expense Excess or Tax Excess Landlord claims is due, Landlord and Tenant shall designate a Certified Public Accountant (the “Arbiter”) whose determination made in accordance with this Section 4 shall be binding upon the parties. If the determination of Arbiter shall substantially confirm the determination of Landlord, then Tenant shall pay the cost of the Arbiter. If the Arbiter shall substantially confirm the determination of Tenant, then Landlord shall pay the cost of the Arbiter. In all other events, the cost of the Arbiter shall be borne equally by Landlord and Tenant. If the Arbiter determines that Landlord overstated Expenses by 10% or more, Landlord shall also pay the reasonable actual out-of-pocket costs incurred by Tenant in connection with auditing Landlord’s records not to exceed $10,000. The Arbiter shall be a member of an independent certified public accounting firm having at least 100 accounting professionals and having at least 15 years of experience in commercial real estate accounting. In the event that Landlord and Tenant shall be unable to agree upon the designation of the Arbiter within 30 days after receipt of notice from the other party requesting agreement as to the designation of the Arbiter, which notice shall contain the names and addresses of two or more certified public accountants who are acceptable to the party sending such notice (any one of whom, if acceptable to the party receiving such notice as shall be evidenced by notice given by the receiving party to the other party within such 30 day period, shall be the agreed upon Arbiter), then either party shall have the right to request the AAA (or any organization which is the successor thereto) to designate as the Arbiter, a certified public accountant whose determination made in accordance with this Section 4 shall be conclusive and binding upon the parties, and the cost charged by the AAA (or any organization which is the successor thereto), for designating such Arbiter, shall be shared equally by Landlord and Tenant. Landlord and Tenant hereby agree that any determination made by an Arbiter designated pursuant to this Section 4 shall not exceed the amount(s) as determined to be due in the first instance by Landlord’s statement of Expenses, nor shall such determination be less than the amount(s) claimed to be due by Tenant, and that any determination which does not comply with the foregoing shall be null and void and not binding on the parties. In rendering such determination such Arbiter shall not add to, subtract from or otherwise modify the provisions of this Lease, including the immediately preceding sentence. Notwithstanding the foregoing provisions of this section, Tenant, pending the resolution of any contest pursuant to the terms hereof, shall continue to pay all sums as determined to be due in the first instance by such Landlord’s statement of Expenses without prejudice to Tenant’s rights hereunder and upon the resolution of such contest, suitable adjustment shall be made in accordance therewith with appropriate refund to be made by Landlord to Tenant (or credit allowed Tenant against Base Rent and Additional Rent becoming due) if required thereby. If Expenses for any year following the Base Year are reduced as the result of an agreement or arbitration, a corresponding change, if applicable, shall be made to the Expenses in the Base Year. Thus, for example, if an arbitrator determined that Landlord improperly included legal fees for the negotiation of tenant leases in Expenses for a year subsequent to the Base Year, then (i) such legal fees would be excluded from Expenses for such subsequent year and (ii) any legal fees for the negotiation of tenant leases included in Expenses for the Base Year would also be excluded. The term “substantially” as used herein, shall mean a variance of 3% or more. The provisions of this Exhibit B shall survive the expiration or earlier termination of this Lease. EXHIBIT C

Audit Rights. Tenant may, within one hundred eighty (180) 90 days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearyear. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year or base year in question were less than stated by more than 5%, Landlord, within thirty (30) days after its receipt of paid invoices therefor from Tenant, and in addition to reimbursing Tenant for comparisonany overpayment, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant (not to exceed $5,000.00). Within one hundred eighty (180) 60 days after the records are arc made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or Taxes for fails to provide Landlord with a Review Notice within the years under review. 90 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described aboveyear. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) 30 days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due. EXHIBIT F PARKING AGREEMENT This Exhibit (the “Parking Agreement”) is attached to and made a part of the Lease by and between LOCON SAN MATEO, LLC, a Delaware limited liability company (“Landlord”) and WOODMAN LABS, INC., a California corporation (“Tenant”) for space in the Buildings located at 3000E and 0000X Xxxxxxxxx Xxx, Xxx Xxxxx, Xxxxxxxxxx.

Audit Rights. At the request of Tenant mayat any time within fourteen (14) months after Landlord delivers Landlord’s statement of Landlord’s Operating Expenses and Taxes to Tenant, within one hundred eighty Tenant (180at Tenant’s expense) days after receiving shall have the right to examine Landlord’s books and records applicable to Landlord’s Operating Expenses and Taxes. Such right to examine the records shall be exercisable: (a) upon reasonable advance notice to Landlord and at reasonable times during Landlord’s business hours; (b) only during the fourteen (14) month period following Tenant’s receipt of Landlord’s statement of the actual amount of Landlord’s Operating Expenses and Taxes for the applicable calendar year; and (c) not more than once each calendar year. Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or and Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at deemed conclusive except as to items specifically disputed in writing by notice from Landlord to Tenant given within fourteen (14) months after Landlord delivers the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available statement to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed pay all costs of the audit unless Tenant is found to have approved overpaid Additional Rent for Operating Expenses and Taxes by more than 4% for the year in question. In any event any audit of Landlord’s statement of Operating Expenses or and Taxes and shall be barred from raising conducted by an independent certified public accountant retained by Tenant, Tenant’s Chief Financial Officer or an auditing firm approved by Landlord for such purpose (each, an “examiner”). In no event shall Tenant propose, nor shall Landlord ever be required to approve, any claims regarding the Operating Expenses or Taxes for that year if examiner of Tenant fails who is being paid on a contingent fee basis. As a condition precedent to give performing any such examination of Landlord’s books and records, Tenant and its examiners shall be required to execute and deliver to Landlord an Objection Notice within agreement in form reasonably acceptable to Landlord agreeing to keep confidential any information that they discover about Landlord or the 180 day period following Building in connection with such examination. Without limiting the receipt of foregoing, such examiners shall also be required to agree that they will not represent any other tenant in the statement for the next succeeding Calendar Year or fails to provide Landlord Building in connection with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review examinations of Landlord’s books and records relating for the Building unless said tenant(s) have retained said examiners prior to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement date of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours first examination of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building books and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be records conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant pursuant to Landlord this Section 2.6.5 and may be deferred have been continuously represented by such examiners since that time. Notwithstanding any prior approval of any examiners by Landlord, by notice Landlord shall have the right to Tenant given rescind such approval at least ten (10) business days before any time if in Landlord’s reasonable judgment the date proposed examiners have breached any confidentiality undertaking to Landlord or any other landlord or cannot provide acceptable assurances and procedures to maintain confidentiality. To the extent there are any underpayments by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay the same to Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result days after completion of an audit, Operating Expenses or Taxes are found such accounting; and with respect to be overstated any overages assessed by more than five percent (5%)Landlord, Landlord shall pay reimburse the same to TenantTenant within thirty (30) days after the completion of such accounting, Tenant’s reasonable cost of conducting less any outstanding amounts due Landlord under this Lease at such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when duetime.

Audit Rights. Tenant mayTenant, within one hundred eighty (180) 365 days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that the calendar year and, if Tenant so chooses, to which the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearstatement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year or base year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for comparisonthe reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Within one hundred eighty (180) 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or Taxes for fails to provide Landlord with a Review Notice within the years under review. 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described aboveyear. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) 30 days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.. EXHIBIT C [INTENTIONALLY OMITTED]. EXHIBIT D

Audit Rights. Tenant may, within one hundred eighty (180) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within Upon thirty (30) days’ written notice and not more frequently than once in any twelve month period, the Trusts or their designee may, subject to BNY Mellon’s reasonable security and confidentiality requirements, inspect and/or conduct site visits to (i) review and assess relevant independent SOC 1 audits provided by BNY Mellon evaluating BNY Mellon’s processes and controls for procedures relevant to the services, (ii) review and assess summaries of BNY Mellon’s or a BNY Mellon Affiliate’s disaster recovery and business continuity plans, and (iii) review and assess BNY Mellon’s or a BNY Mellon Affiliate’s compliance with this Agreement including, without limitation, the assessment of fees and possible overpricing and overcharging and the allocation of income and proceeds to the Funds. In addition, if BNY Mellon agrees to cooperate with the Trusts’ audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably disrupt BNY Mellon’s ability to provide services to other clients in the course of its normal business. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the Fund unless certain exemption criteria are met. Any adjustments and/or payments that must be made as a result of an auditany such audit or inspection of BNY Mellon’s invoices and/or records, Operating Expenses including for any overpricing or Taxes are found to overcharging by BNY Mellon, shall be overstated by more than five percent made within a reasonable amount of time (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.0090 days) from presentation of the Fund’s findings to XXX Xxxxxx. XXX Xxxxxx shall not be entitled to reimbursement or repayment by a Trust, plus, if applicable, reasonable travel a Fund or its affiliate for any costs or expenses incurred as a result of their efforts to Indianapolis for necessary auditing staffcomply with obligations under this Section 24. The BNY Mellon shall not be required to provide access to any systems or data or records obtained by Tenant shall be treated as confidential. In that are not directly related to the provision of services to the Funds and in no event shall Tenant such reviews include any systems, data or other information relating to other clients of BNY Mellon or any proprietary or confidential information of BNY Mellon or require BNY Mellon to disclose any information that would or might result in the waiver of any attorney-client privilege or other confidentiality privilege. Any such review shall not unreasonably disrupt the BNY Mellon’s ability to provide services to other clients in the course of its normal business. The Funds and their internal and external professional advisors shall be permitted required to examine Landlordcomply with BNY Mellon’s records or reasonable security requirements. Upon BNY Mellon’s reasonable request, prior to dispute any statement access to BNY Mellon’s personnel, agents, consultants, contractors, subcontractors, data, facilities and systems, each such person shall be required to sign a confidentiality agreement with BNY Mellon that requires such person to meet the reasonable confidentiality requirements of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when dueBNY Mellon.

Audit Rights. Tenant may, within one hundred eighty Within ninety (18090) days after receiving Landlord’s statement of Operating Expenses or Taxes(or, with respect to the Base Year Expenses, within ninety (90) days after receiving Landlord’s initial statement of Expenses for the Base Year) (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that the calendar year and(or Base Year, if as applicable) to which the statement. If Tenant so choosesretains an agent to review Landlord’s records, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within agent must be a reasonable time after receipt CPA licensed to do business in California or other professional specializing in review of the Review NoticeExpenses for commercial buildings, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to not have a contingent fee arrangement with Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes solely responsible for all costs, expenses and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement fees incurred for the next succeeding Calendar Year audit, and the fees charged cannot be based in whole or fails to provide Landlord with in part on a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, contingency basis; provided however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers if the audit results of such review, as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation agreed to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to show that Landlord has overcharged Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%)) for any individual year, Landlord then the reasonable out-of-pocket third party costs actually incurred by Tenant for such review shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staffbe paid by Landlord. The records and related information obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement If the results of Operating Expenses or Taxes unless such review as approved by Landlord show that Tenant has paid and continues to pay during overpaid Expenses for such calendar year, Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due, provided if the period Term expires before the determination of the audit all overpayment, Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent when due. If the results of such review as approved by Landlord show that Tenant has underpaid Expenses and/or Taxes for such calendar year, Tenant shall pay Landlord, within thirty (30) days after such review, any underpayment for the applicable calendar year. EXHIBIT C COMMENCEMENT LETTER Date November 1, 2017 Tenant Cloudflare, Inc., a Delaware corporation Address 000 Xxxxxxxx Xxxxxx San Francisco, California 94107 Re: Commencement Letter with respect to that certain Office Lease Agreement (the “Lease”), dated as of November 1, 2017, by and between lchi Juu Ichi, LLC, a California limited liability company (“Landlord”), and Cloudflare, Inc., a Delaware corporation (“Tenant”), for space in the Building located at 000 Xxxxxxxx Xxxxxx, San Francisco, California. Capitalized terms used but not defined herein shall have the meanings given In the Lease.

Audit Rights. Tenant may, within one hundred eighty (180) days after receiving LandlordIf Symantec cannot accurately determine Customer’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records use of the Operating Expenses or Taxes for that calendar year and, if Tenant so choosesOnline Services through Symantec’s systems used to provide the Online Services, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt following shall apply: Symantec may audit Your use of the Review NoticeOnline Services to verify that Your usage has not exceeded the Subscription Meter amount during the Subscription Term, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building including without limitation through collection and mayuse of Customer Content, self-certifications, on-site audits and/or audits done using a third-party auditor, at TenantSymantec’s expense. Third party audits will be done upon reasonable notice and during normal business hours, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur but not more often than once in a year; shall be conducted within any twelve (12) months (plus any month period for which Landlord defers unless a material discrepancy was identified during the audit as provided in this sentence) of receipt course of a statement prior review at Symantec’s expense. You agree to implement internal safeguards to prevent any unauthorized use of, or access to, the Online Services. You further agree to keep records sufficient to certify Your compliance with this Agreement during the Subscription Term, and, upon request by Symantec, will provide and certify metrics and/or reports based upon such records and accounting for the Subscription Meter amount and relevant current and historical detail. If Your usage of the statement of Operating Expenses and Taxes (and Online Services is determined to have exceeded the other documentation to which Tenant is entitled as set forth above) for Subscription Meter amount during the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the BostonSubscription Term, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or You will promptly submit an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment order within thirty (30) days, at Manufacturer’s Suggested Retail Price (MSRP), or as mutually agreed upon with Symantec, applicable to Your current and historical use of the Online Services in excess of Your Subscription Meter amount, including, but not limited to current and historical Subscription fees. In additionExcess subscription fees will be calculated at a minimum of one (1) year, if as a result unless an accurate prorated calculation can be determined and validated by Symantec. Symantec reserves the right to charge interest at the rate of an auditone and one-half percent (1½%) per month or the highest interest rate allowed by law, Operating Expenses or Taxes are found to be overstated by more than whichever is lower, from the date on which such amount became due. However, where the audit demonstrates that the MSRP value of Your non-compliant usage exceeds five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost ) of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidentialthe MSRP value of Your Online Services. In no event such case, in addition to increasing the Subscription Meter amount to correct for current and historical excess usage, You shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during reimburse Symantec for the period of costs for the audit all Rent when duethird-party auditor.

Audit Rights. Tenant mayTenant, within one hundred eighty (180) 365 days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, to which the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearstatement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year or base year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for comparisonthe reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Within one hundred eighty (180) 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or Taxes for fails to provide Landlord with a Review Notice within the years under review. 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described aboveyear. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) 30 days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.. EXHIBIT C

Audit Rights. Tenant mayTenant, within one hundred eighty (180) 365 days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that the calendar year and, if Tenant so chooses, to which the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearstatement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or base year commonwealth where the Property is located. Tenant shall be solely responsible for comparisonall costs, expenses and fees incurred for the audit. Within one hundred eighty (180) 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or Taxes for fails to provide Landlord with a Review Notice within the years under review. 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described aboveyear. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) 30 days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.

Audit Rights. Tenant mayMobility agrees to make and maintain such books, within one hundred eighty (180) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends records and accounts as are reasonably necessary to review Landlord’s records verify the accuracy of the Operating Expenses or Taxes for Commissions payments made to Sales Rep. Mobility agrees that calendar year andit will, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building sole expense of Sales Rep, permit Sales Rep's auditors to have reasonable access to Mobility's business records and maybooks of account, upon at Tenant’s expenseleast five (5) business days' prior notice and no more than once during each fiscal year, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records during Mobility's normal business hours for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after purpose of determining whether the records are appropriate Commissions have been made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes Sales Rep for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described aboveprior 12-month period. If Tenant provides Landlord with a timely Objection Noticeany such audit discloses that Mobility has underpaid Sales Rep, Landlord and Tenant shall work together in good faith Mobility agrees to resolve pay any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted shortfall within twelve thirty (1230) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan areadays; provided, however, so long as Simon Property Groupif Mobility disagrees with any underpayment, Inc. or an affiliate is the property manager Mobility will direct its auditors to engage in discussions with Sales Rep's auditors in order to reach a mutually agreeable resolution of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, issue. If any such audit must be conducted in discloses an underpayment of over five percent (5%) of amounts otherwise owed to Sales Rep, Mobility shall reimburse Sales Rep for the Indianapolis, Indiana office reasonable costs of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party auditany audit discloses any overpayment to Sales Rep by Mobility, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord Sales Rep shall provide Tenant with a credit against the next installment of Rent in refund the amount of the such overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In additionNotwithstanding anything to the contrary contained in this subsection (d), if during a calendar year the Total Operating Expenses (expressed as a result percentage of an auditthe Permitted Sales Revenue of the Division) do not exceed the Maximum Overall Operating Expense Percentage for such calendar year, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In then in no event shall Tenant be permitted may Sales Rep audit or question any determination by Mobility to examine Landlord’s records incur a particular cost or to dispute any statement of Operating Expenses expense or Taxes unless Tenant has paid and continues to pay during take a particular action (e.g., hire personnel, purchase equipment, develop a product, sue for intellectual property infringement, etc); although Sales Rep xxx audit whether the period of the audit all Rent when dueallocation was proper.

Audit Rights. Tenant may, within one hundred eighty (180) Within 60 days after receiving Landlord’s statement of Operating Expenses or TaxesCommon Area Expenses as applicable (or, with respect to the Base Year Expenses or Base Year Common Area Expenses, within 60 days after receiving Landlord’s initial statement of Expenses or Common Area Expenses for the applicable Base Year, as the case may be) (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes and/or Common Area Expenses for that the calendar year and(or Base Year, if as applicable) to which the statement applies, and within 60 days after sending the Review Notice to Landlord (such period is referred to as the “Request for Information Period”), Tenant so choosesshall send Landlord a written request identifying, with a reasonable degree of specificity, the Calendar Year immediately preceding and/or information that Tenant desires to review (the Operating Expense Base Year and Tax Base Year“Request for Information”). Within a reasonable time after Landlord’s receipt of the Review Noticea timely Request for Information and executed Audit Confidentiality Agreement (referenced below), Landlord Landlord, as determined by Landlord, shall forward to Tenant, or make all pertinent records available for inspection on site at such location deemed reasonably appropriate by electronic files Landlord, such records (or in hard copy copies thereof) for the applicable calendar year (which hard copies shall be provided at the Building and mayor Base Year, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup as applicable) that are reasonably necessary for Tenant to conduct its review, including review of the records information appropriately identified in the Request for the previous calendar year or base year for comparisonInformation. Within one hundred eighty (180) 60 days after the any particular records are made available to TenantTenant (such period is referred to as the “Objection Period”), Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of and/or Common Area Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails which relates to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails records that have been made available to provide Landlord with a Review Notice within the applicable 180 day period described aboveTenant. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes and/or Common Area Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes and/or Common Area Expenses for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) 30 days. In addition, if as a result If Tenant fails to give Landlord an Objection Notice with respect to any records that have been made available to Tenant prior to expiration of an audit, Operating Expenses or Taxes are found the Objection Period applicable to be overstated by more than five percent (5%), Landlord shall pay the records which have been provided to Tenant, TenantTenant shall be deemed to have approved Landlord’s reasonable cost statement of conducting Expenses and/or Common Area Expenses with respect to the matters reflected in such records and shall be barred from raising any claims regarding the Expenses and/or Common Area Expenses relating to such records for that year. If Tenant fails to provide Landlord with a Review Notice prior to expiration of the Review Notice Period or fails to provide Landlord with a Request for Information prior to expiration of the Request for Information Period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and/or Common Area Expenses and shall be barred from raising any claims regarding the Expenses and/or Common Area Expenses for that year. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, and the fees charged cannot to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staffbe based in whole or in part on a contingency basis. The records and related information obtained by Tenant shall be treated as confidential, and applicable only to the Office Building, by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s Auditors”), and, prior to making any records available to Tenant or Tenant’s Auditors, Landlord may require Tenant and Tenant’s Auditors to each execute a reasonable confidentiality agreement (“Audit Confidentiality Agreement”) in accordance with the foregoing. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes Common Area Expenses unless Tenant has paid and continues to pay during the period of the audit all ail Rent when due., subject to any applicable notice, grace and cure periods. EXHIBIT C

Audit Rights. Tenant may, within one hundred eighty (180) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant shall have the right right, at Tenant's sole cost and expense, provided Tenant utilizes a Certified Public Accountant (the "CPA"), upon at least thirty (30) days prior notice to give Landlord written notice (an “Objection Notice”) stating in reasonable detail at any objection time during regular business hours, and no more frequently than twice per calendar year, to audit Landlord’s statement of 's records pertaining to Operating Expenses or Taxes for the years under review. Tenant immediately previous calendar year only, which shall be deemed to have approved Landlord’s statement maintained in the State of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described aboveCalifornia. If Tenant provides Landlord with a timely Objection Notice, Any disputes between Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination concerning Landlord's accounting of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; Additional Rent shall be conducted within twelve resolved using generally accepted accounting principles (12) months "GAAP"). If it is determined from Tenant's audit of such operating expenses that Tenant was overcharged by more than three percent (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest3%), such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit overcharge shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from entitle Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the its next installment payment of Rent in Reimbursable Operations Costs the amount of the overpayment by Tenant. Likewiseovercharge and the costs associated with the audit (and, if such credit occurs following the expiration of the Term, Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment such credit to Tenant within thirty (30) days. In addition, if as a result days after Landlord's receipt of an audit, Operating Expenses or Taxes are found to be overstated by more invoice from Tenant). If the audit determines that the Tenant was overcharged less than five three percent (53%), Landlord such overcharge shall entitle Tenant to credit against its next payment of Reimbursable Operations Costs the amount of the overcharge and Tenant shall pay for all costs associated with the audit. If the audit shall determine that Tenant was undercharged for the Reimbursable Operations Costs, Tenant shall promptly pay the amount of such undercharge to Tenant, Tenant’s reasonable cost Landlord and Tenant shall pay for all costs associated with the audit. Permitted Assignees of conducting such audit, Tenant may only audit periods for which they occupy the Leased Premises and subtenants of Tenant are not entitled to exceed $15,000.00, plus, if applicable, reasonable travel costs any audit rights. Tenant agrees to Indianapolis for necessary auditing staff. The records keep all information thereby obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.

Audit Rights. Tenant may, within one hundred eighty (180) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant shall have the right upon reasonable Notice to give Landlord written notice (an “Objection Notice”but no more often than once per calendar year) stating in reasonable detail any objection to and at its own cost and expense (without requirement that Tenant pay Landlord’s statement costs of Operating Expenses complying with this provision), to audit or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of inspect Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement Lxxxxxxx’s calculation of Operating Expenses and Taxes (and the and/or other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned Additional Rent payable by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and TenantTxxxxx. Landlord shall utilize or cause to be provided utilized accounting records and procedures for each fiscal year (or other applicable time period) conforming to generally accepted accounting principals, consistently applied, with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that respect to all Operating Expenses or Taxes for the calendar year are less than reported, and calculations of other forms of Additional Rent. Landlord shall provide cooperate with Tenant with a credit against during the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result course of an audit, Operating Expenses making all pertinent records available to Tenant, Tenant’s employees or Taxes are found agents for inspection during normal business hours in Landlord’s building manager’s office. Landlord agrees to make such personnel available to Tenant as is reasonably necessary for Tenant, Tenant’s employees or agents to conduct such audit. Tenant, Tenant’s employees or agents shall be overstated entitled to make copies of such records, provided Tenant bears the expense of such copying and further provided that Txxxxx agrees to keep such copies in a confidential manner. If during the course of an Audit, Tenant uncovers that Landlord has overcharged Tenant, then Landlord shall pay to Tenant: (i) the overcharged amounts; and (ii) in the event that Landlord overcharged Tenant by more than five percent (5%), Landlord shall pay in addition to Tenantthe overcharged amounts, Tenant’s the reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staffand expenses incurred by Tenant in connection with the Audit. The records obtained making of payments to Landlord by Txxxxx and the acceptance of payments from Landlord by Tenant shall be treated as confidential. In no event shall not preclude Tenant be permitted to examine Landlord’s records from questioning the accuracy of any payment made or to dispute any statement of charge assessed by Landlord for Operating Expenses or Taxes unless Tenant for up to two (2) years after the end of year adjustment has paid and continues to pay during the period of the audit all Rent when duebeen made as provided above.

Audit Rights. Tenant mayTenant, within one hundred eighty (180) 120 days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that the calendar year and, if Tenant so chooses, to which the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearstatement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm (or base year other nationally recognized lease auditing firm) licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for comparisonall costs, expenses and fees incurred for the audit, but in no event shall the firm performing such audit be compensated on a percentage basis. Within one hundred eighty (180) 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or Taxes for fails to provide Landlord with a Review Notice within the years under review. 90 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.. If Tenant shall timely dispute Expenses and/or Taxes, and if such dispute is not resolved between Landlord and Tenant within thirty (30) days after notice of such dispute from Tenant, then Tenant may refer such disputed item or items to the Boston office of the American Arbitration Association, and the determination of such arbitration, using Real Estate Industry Arbitration Rules shall be final, conclusive and binding upon Landlord and Tenant. Tenant agrees to pay all costs involved in such arbitration, unless it is determined that Landlord’s original calculation of the amount of Adjustment Rent was overstated by more than five percent (5%), in which event Landlord shall pay all costs of such arbitration and shall refund to Tenant the amount of such overstatement. EXHIBIT C

Audit Rights. Tenant may, within one hundred eighty Within ninety (18090) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files any Landlord's Expense Statement or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to TenantLandlord's Tax Statement, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating audit, at Landlord's office located in reasonable detail any objection to the San Francisco Bay Area, at Tenant's expense, Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books 's accounts and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of LandlordReal Estate Taxes. Such audit shall occur on the date requested be conducted by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred a certified public accountant approved by Landlord, by notice to which approval shall not be unreasonably withheld. If such audit reveals that Landlord has overcharged Tenant, Tenant given at least ten shall notify Landlord within one hundred twenty (10120) business days before after the date proposed the applicable Landlord's Expense Statement or Landlord's Tax Statement was received by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy may dispute such audit by arbitration pursuant to Paragraph 41 [Arbitration of such third-party auditDisputes]. If Landlord and Tenant determine without a third party auditdoes not dispute such amount, or if Tenant prevails in any such audit demonstratesarbitration, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and overcharged shall be paid to Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) daysdays thereafter, together with interest thereon at the Interest Rate, from the date Landlord's Expense Statement or Landlord's Tax Statement, as applicable, was delivered to Tenant until payment of the overcharge is made to Tenant. In addition, if Landlord's Expense Statement or Landlord's Tax Statement, as a result of an auditapplicable, Operating exceeds the actual Expenses or and Real Estate Taxes are found which should have been charged to be overstated Tenant by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable the cost of conducting such the audit, not up to exceed a maximum cost of Ten Thousand Dollars ($15,000.0010,000), plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidentialpaid by Landlord. In no event If Tenant fails to object to any Landlord's Expense Statement or Landlord's Tax Statement within one hundred twenty (120) days after receipt thereof, such statement shall Tenant be permitted final and shall not be subject to examine Landlord’s records any audit, challenge or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when dueadjustment.

Audit Rights. Tenant may, within one hundred eighty (180) 90 days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that the calendar year and, if Tenant so chooses, that is the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearsubject of such statement. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its reviewreview and such records shall remain available for sixty (60) days following Tenant’s receipt of Landlord’s written notice stating that such records are available (the “Review Period”). If any records are maintained at a location other than the office of the Building, including Tenant may either inspect the records at such other location or pay for the previous reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit unless such audit reveals that Landlord overstated all Expenses and Taxes for such calendar year or base year by more than five percent (5%), in which case Landlord shall reimburse Tenant for comparisonits reasonable out-of-pocket audit expenses. Within one hundred eighty (180) 60 days after the records are made available to Tenantexpiration of the Review Period, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or and Taxes for that year. If Tenant fails to give Landlord an Objection Notice within the years under review. 60-day period or fails to provide Landlord with a Review Notice within the 90-day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or and Taxes and shall be barred from raising any claims regarding the Operating Expenses or and Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described aboveyear. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or and/or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or and/or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) 30 days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless if Tenant has paid is not then current in the payment of all Rent then due and continues to owing under this Lease. Notwithstanding the issuance of a Review Notice or Objection Notice, Tenant shall pay during all amounts set forth in the period statement of Expenses pending resolution of the audit all Rent when duematters raised in the Objection Notice.

Audit Rights. Tenant may, within one hundred eighty (180) days 18 months after receiving Landlord’s 's reasonably detailed statement of Operating Expenses or TaxesExpenses, give Landlord written notice (“"Review Notice”") that Tenant intends to review Landlord’s 's records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearyear. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or at one of Landlord's management offices located in hard copy (which hard copies shall be provided at the Building and maySan Jose, at Tenant’s expenseSanta Clara, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup Mountain Viex, Xxmpbell geographic area, whicx xxxxxxs are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, including Tenant may either inspect the records at such other location or pay for the previous reasonable cost of copying and shipping the records. If Tenant retains an agent to audit Landlord's records, the agent must be with a CPA firm licensed to do business in California and not paid on a contingency basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if the audit determines that in the aggregate Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Likewise, if the audit determines that Expenses for the calendar year or base year for comparisonare greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. Within one hundred eighty (180) 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “"Objection Notice”") stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s 's statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if year. If Tenant fails to give Landlord an Objection Notice within the 180 90 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day 18 month period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s 's Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) 30 days. In additionIf Tenant provides Landlord with a timely Review Notice, commences an audit and if as a result of an audit, Operating the audit determines that Expenses or Taxes for the calendar year are found to be overstated by more less than five percent (5%)reported, Landlord shall pay to provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus. Likewise, if applicablethe audit determines that Expenses for the calendar year are greater than reported, reasonable travel costs to Indianapolis for necessary auditing staffTenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant pursuant to this Section IV.E shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s 's records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.

Audit Rights. Within 90 days after Landlord furnishes its statement of actual Operating Expenses for any calendar year (the “Audit Election Period”), Tenant may, at its expense, elect to audit Landlord’s Operating Expenses for such calendar year only, subject to the following conditions: (1) there is no uncured event of default under this Lease (beyond any applicable notice and cure periods); (2) the audit shall be prepared by an independent certified public accounting firm of recognized national standing; (3) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (4) the audit shall commence within one hundred eighty (180) 30 days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of makes Landlord’s books and records relating available to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a yearTenant’s auditor and shall conclude within 60 days after commencement; shall be conducted within twelve (125) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular Landlord’s normal business hours at the location where Landlord maintains its books and records in the Los Angeles, California metropolitan area and shall not unreasonably interfere with the conduct of Landlord’s property manager business; (6) Tenant and its accounting firm shall treat any audit in a confidential manner and shall each execute Landlord’s commercially reasonable confidentiality agreement for Landlord’s benefit prior to commencing the audit; and (7) the accounting firm’s audit report shall, at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant no charge to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days be submitted in draft form for Landlord’s review and comment before the date proposed by Tenant, for up to one (1) month to a date convenient final approved audit report is delivered to Landlord’s property manager , and Tenant. any reasonable comments by Landlord shall be provided with a copy of such third-party auditincorporated into the final audit report. If Notwithstanding the foregoing, Tenant shall have no right to conduct an audit if Landlord and furnishes to Tenant determine without a third party audit, or if such an audit demonstrates, that Operating Expenses or Taxes report for the calendar year are less than reportedin question prepared by an independent certified public accounting firm of recognized national standing (unless originally prepared for Landlord). This paragraph shall not be construed to limit, suspend, or xxxxx Tenant’s obligation to pay Rent when due, including estimated Operating Expenses. Landlord shall provide Tenant with a credit any overpayment determined by the final approved audit report against the next installment Rent due and owing by Tenant or, if no further Rent is due, refund such overpayment directly to Tenant within 30 days of Rent in the amount of the overpayment by Tenantdetermination. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment determined by the final approved audit report within thirty (30) days30 days of determination. In addition, if as a result The foregoing obligations shall survive the expiration or termination of an audit, this Lease. If Tenant does not give written notice of its election to audit Landlord’s Operating Expenses during the Audit Election Period, Landlord’s Operating Expenses for the applicable calendar year shall be deemed approved for all purposes, and Tenant shall have no further right to review or Taxes are found contest the same. The right to audit granted hereunder is personal to the initial Tenant named in this Lease and to any assignee under a Permitted Transfer (defined below) and shall not be available to any subtenant under a sublease of the Premises. If the audit proves that Landlord’s calculation of Operating Expenses for the calendar year under inspection was overstated by more than five percent (510%), then, after verification, Landlord shall pay to Tenant, Tenant’s actual reasonable cost out-of-pocket audit and inspection fees (but specifically excluding any travel and lodging expenses) applicable to the review of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlordsaid calendar year statement within 30 days after receipt of Tenant’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when dueinvoice therefor.

Audit Rights. At the request of Tenant may, within one hundred eighty (180) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Tenant’s Audit Notice”) that Tenant intends to review given no later than six (6) months after Landlord delivers Landlord’s records annual statement of the Total Operating Expenses or Taxes for that Costs with respect to any calendar year and, if Tenant so chooses, during the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to TenantTerm, Tenant shall have the right to give examine Landlord’s books and records regarding Total Operating Costs for such year. (For the avoidance of doubt, the references herein to “books and records” regarding Total Operating Costs shall refer to the books and records maintained by Landlord written or its property manager that are reasonably required to substantiate the Total Operating Costs for the applicable year hereunder, such as property management ledger books or electronic summaries evidencing expenditures and need not include the actual receipts or payment records for each individual expenditure.) Tenant’s right to examine such books and records shall be exercisable upon reasonable advance notice to Landlord and at reasonable times during Landlord’s business hours commencing on or after a date specified by Landlord that is within the sixty-(60)-day period following the delivery of Tenant’s Audit Notice, and only if no Event of Default has occurred and is continuing. Landlord shall make such books and records available for such examination by Tenant either (at Landlord’s election) at Landlord’s office in Massachusetts or at the Building or elsewhere at the Project, or in electronically accessible form. (If so requested in Tenant’s request to review the books and records for the subject calendar year, Landlord shall make such books and records for the immediately prior calendar year (if any) available for Tenant’s examination, for reference purposes only in connection with its examination of the books and records for the subject calendar year, and not for the purpose of auditing or objecting to Total Operating Costs for any such immediately preceding calendar year.) Any such examination of Landlord’s Total Operating Costs for the subject calendar year shall be conducted, at Tenant’s election, either by members of Tenant’s internal financial staff or by a certified public accounting firm or other professional consultant or tax advisor (any of the foregoing being referred to as Tenant’s “examiners”). If Tenant reasonably requests copies of any such books and records, Tenant shall reimburse Landlord for the out-of-pocket costs thereof. Tenant shall not engage any such examiner(s) or any other party on a contingency fee basis in connection with any examination of Landlord’s books and records hereunder. Before commencing any such examination of Landlord’s books and records, Tenant and its examiners shall execute and deliver to Landlord an agreement in form reasonably acceptable to Landlord agreeing to keep confidential any non-public, confidential information about Landlord, the Building, or the Project in connection with such examination and not to disclose such information or the results of such examination to any other party (other than Tenant’s attorneys and accountants who are engaged in connection with such examination and agree to abide by such non-disclosure agreement), except to the extent required by law or applicable judicial proceeding with respect to the enforcement of the provisions hereof, all as more particularly set forth in such non-disclosure agreement. Tenant shall have a period of one hundred twenty (120) days after the date Landlord’s books and records regarding Total Operating Costs for the subject calendar year as set forth herein are first made available to Tenant (the “Objection NoticeReview Period”) stating in reasonable detail which to complete its audit and submit to Landlord, if Tenant has any objection to Landlord’s statement of Operating Expenses or Taxes for the years under reviewsubject calendar year, an auditor’s report or other description of any such objections (if any) to particular items in reasonable detail. Tenant Any items as to which no such objection is made within the Review Period shall be deemed accepted, it being the parties’ mutual intention to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising identify any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice such items within the 180 day period following Review Period and resolve any such objections promptly in order to close their respective books for such year. If the receipt Additional Rent as finally determined for such year is less than the Additional Rent paid by Tenant, Landlord shall either promptly credit such excess against the Rent next due from Tenant or refund such amount to Tenant (including, if applicable, with respect to any such year-end reconciliation occurring after the expiration or earlier termination of the statement for Term), after deduction (if an Event of Default has occurred and is then continuing) of any delinquent amounts due to Landlord under the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described aboveLease. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable request to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of examine Landlord’s books and records relating to Operating Expenses or Taxes incurred during shall not extend the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted time within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for obligated to pay the period being audited; shall be conducted during regular business hours of amounts shown on Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager statement of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Total Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) daysCosts. In additionthe event that, if as a result of an auditsuch examination, Operating Expenses or Taxes are found to be overstated Tenant has been overcharged by more than five percent (5%)) or more of the Additional Rent actually due for Total Operating Costs for such year, Landlord shall pay (in addition to Tenant, Tenant’s refunding or crediting the amount overcharged as provided above) reimburse Tenant for the reasonable cost third-party costs of conducting such auditengaging its third-party examiner, not to exceed $15,000.0015,000.00 (which amount shall be increased by three percent (3%) on each anniversary of the Commencement Date). In all other cases, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall pay for the cost of such examination. If Tenant fails to timely request an examination hereunder or, after timely requesting an examination hereunder, Tenant fails to object within the Review Period to specific items in the annual statement by written notice to Landlord reasonably setting forth the grounds, then the terms in such annual statement shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when duedeemed accepted.

Audit Rights. Tenant may, within one hundred eighty (180) 90 days after receiving Landlord’s 's statement of Operating Expenses or TaxesExpenses, give Landlord written notice (“"Review Notice”") that Tenant intends to review Landlord’s 's records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearyear. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Buildings, including Tenant may either inspect the records at such other location or pay for the previous calendar year or base year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for comparisonall costs, expenses and fees incurred for the audit. Within one hundred eighty (180) 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “"Objection Notice”") stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s 's statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if year. If Tenant fails to give Landlord an Objection Notice within the 180 60 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s 's Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) 30 days. In addition, if as a result of an audit, Operating Landlord and Tenant determine that Expenses or Taxes are found to be overstated for the year in question were less than stated by more than five percent (5%), Landlord shall pay to Landlord, within thirty (30) days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for any reasonable amounts paid by Tenant to third parties in connection with such review by Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s 's records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.

Audit Rights. Tenant mayTenant, within one hundred eighty (180) 365 days after receiving Landlord’s statement of Operating Expenses or Taxesany Year End Statement, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that the calendar year and, if Tenant so chooses, the Calendar to which such Year immediately preceding and/or the Operating Expense Base Year and Tax Base YearEnd Statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or base year commonwealth where the Property is located. Notwithstanding the foregoing, Landlord agrees that Tenant may retain a third party agent to review Landlord’s books and records which is not a CPA firm, so long as the third party agent retained by Tenant shall have expertise in and familiarity with general industry practice with respect to the operation of and accounting for comparisona first class office building and whose compensation shall in no way be contingent upon or correspond to the financial impact on Tenant resulting from the review. Except as otherwise provided in this Section 4 below, Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within one hundred eighty (180) 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes Year End Statement for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described aboveyear. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar Building for the year are in question were less or more than reportedstated, then either Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reportedoverpayment, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any the underpayment within thirty (30) 30 days, as the case may be. In addition, if as a result of an audit, Operating If Landlord and Tenant determine that Expenses or Taxes are found to be overstated for the Building for the year in question were less than stated by more than five percent (5%), Landlord shall pay to Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s reasonable cost statement of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis Expenses and shall be barred from raising any claims regarding the Expenses for necessary auditing staffthat year. The records obtained by Tenant shall be treated as confidential; provided, however, that Tenant may use such records as reasonably necessary to complete its review as provided above and to enforce its rights hereunder. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.. EXHIBIT C

Audit Rights. Tenant mayTenant, within one hundred eighty ninety (18090) days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that the calendar year and, if Tenant so chooses, to which the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearstatement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or base year commonwealth where the Building is located. Tenant shall be solely responsible for comparisonall costs, expenses and fees incurred for the audit. Within one hundred eighty ninety (18090) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90-day period or Taxes for fails to provide Landlord with a Review Notice within the years under review. 90-day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due. EXHIBIT C [Intentionally Omitted] EXHIBIT D COMMENCEMENT LETTER (EXAMPLE) Date Tenant Address Re: Commencement Letter with respect to that certain Lease dated as of the day of , 2008, by and between NORMANDY XXXXXXXXX ROAD, LLC, a Delaware limited liability company (“Landlord”) and BIO-KEY INTERNATIONAL, INC., a Delaware corporation (“Tenant”) for 14,907 rentable square feet on the first floor of Building located at 000 Xxxxxxxxx Xxxx, Marlborough, Massachusetts 01752. Dear : In accordance with the terms and conditions of the above referenced Lease, Tenant accepts possession of the Premises and agrees:

Audit Rights. Within ninety (90) days of Tenant’s receipt of any Expense Statement, Tenant may, shall be entitled to the following audit right with respect to such Expense Statement. Such audit right shall be exercisable by Tenant providing Landlord with a written notice setting forth Tenant’s reasonable basis for challenging the Expense Statement delivered by Landlord. If within one hundred eighty sixty (18060) days after receiving Landlord’s statement receipt of Operating Expenses or Taxes, give Landlord Tenant’s written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year andand statement, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination resolve Tenant’s reasonable objections set forth in its notice to Landlord, then not later than fifteen (15) days after the expiration of the issues, such sixty (60)-day period Tenant shall have deliver to Landlord written notice (the right “Audit Notice”) that it wishes to have professional auditors conduct employ on an hourly rate (and not a review of contingency fee) basis an independent certified public accounting firm reasonably acceptable to Landlord to inspect and audit Landlord’s books and records at the Building relating to Operating Expenses or Taxes incurred during the periodreasonable objections raised in Tenant’s statement. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation If Tenant elects to which Tenant is entitled employ such accountant as set forth above) for the period being audited; , then Tenant shall be conducted during regular business hours of Landlord’s property manager at its office in the Bostondeliver to Landlord a confidentiality and nondisclosure agreement reasonably satisfactory to Landlord executed by such accounting firm, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on provide Landlord not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before of the date proposed by Tenant, for up on which the accounting firm desires to one (1) month to a date convenient to examine Landlord’s property manager books and Tenant. Landlord records at the Building during regular business hours; provided, however, that such date shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within between thirty (30) daysand ninety (90) days after Tenant delivers to Landlord the Audit Notice. In additionSuch audit shall be limited to a determination of whether Landlord calculated the Expense Statement in accordance with the terms and conditions of this Lease. Except as otherwise expressly set forth below, if as a result all costs and expenses of any such audit shall be paid by Tenant. Any audit performed pursuant to the terms of this Section 4.d shall be conducted only by an auditindependent certified public accounting firm reasonably acceptable to Landlord. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its right to audit pursuant to this Section 4.d only in strict accordance with the foregoing procedures and each such audit shall relate only to the most recent calendar year covered by the audited Expense Statement. The audit rights pursuant to this Section 4.d shall not transfer or apply to any subtenant or any other person or entity other than the “Tenant” hereunder. If the results of such audit determine that Tenant overpaid Operating Expenses or Taxes are found to be overstated during the calendar year in question by more than five percent (5%)) of the correct amount owing, then, in addition to reimbursing Tenant for such overpayment, Landlord shall pay to Tenant, Tenant’s reimburse Tenant for the reasonable cost of conducting such audit, audit (not to exceed $15,000.003,500.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when duehowever).

Audit Rights. Tenant mayor its agent shall have the right, within one hundred eighty for a period of ninety (18090) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the 's receipt of the statement of actual Operating Expenses for each Calendar Year, and upon giving reasonable notice to Landlord and during normal business hours, to audit, review and inspect at Landlord's offices Landlord's bills, invoices and records applicable to the next succeeding actual Operating Expenses for that particular Calendar Year to verify the Operating Expenses. Such audit, review and inspection shall be at Tenant's sole cost, except as otherwise provided below. Unless otherwise mutually agreed, should such audit, review or fails inspection result in a dispute by Tenant as to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may notcharged by Landlord, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; such dispute shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office determined by arbitration, in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and jurisdiction in which the Building is owned by an entity located, in which an affiliate accordance with the then current commercial rules of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office American Arbitration Association. The costs of Landlord. Such audit shall occur on the date requested by Tenant which arbitration shall be on not less than fifteen (15) business days’ notice from Tenant to divided equally between Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one except that each party shall bear the cost of its own legal fees, unless (1i) month to the arbitration results in a date convenient to determination that Landlord’s property manager and Tenant. Landlord shall be provided with 's statement contained a copy discrepancy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%)) in Landlord's favor, in which event Tenant shall bear all costs incurred in connection with such arbitration, including, without limitation, reasonable legal fees, or (ii) the arbitration results in a determination that Landlord's statement contained a discrepancy of at least five percent (5%) in Landlord's favor, in which event Landlord shall pay to Tenantbear all costs incurred in connection with such arbitration, Tenant’s reasonable cost of conducting such auditincluding, not to exceed $15,000.00, plus, if applicablewithout limitation, reasonable travel costs to Indianapolis legal fees. If such review, audit or inspection reveals that Landlord overstated Tenant's obligation for necessary auditing staffOperating Expenses in any Calendar Year, the excess shall be credited against Tenant's next monthly payments of Operating Expenses. The records obtained by If such review, audit or inspection reveals that Landlord understated Tenant's obligation for Operating Expenses in any Calendar Year, Tenant shall be treated pay the total amount of such deficiency to Landlord within thirty (30) days after such determination. During the pendency of any audit or arbitration proceedings as confidential. In no event provided for in this Section, Tenant shall Tenant be permitted continue to examine Landlord’s records or to dispute any statement make payments of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when dueas required by this Lease.

Audit Rights. Tenant mayTenant, within one hundred eighty (180) 180 days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that the calendar year and, if Tenant so chooses, to which the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearstatement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review, at the location where Landlord maintains such records. If any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. In no event shall any audit be performed by an auditor compensated on a contingency fee or similar basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Tenant shall pay the cost of such audit or inspection, including the records actual hourly salary of Landlord’s or the building manager’s employee time for each working hour in excess of 10 hours devoted to such inspection or audit to reimburse Landlord for its overhead costs allocable to the previous calendar year inspection or base year for comparisonaudit. Within one hundred eighty (180) 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within 90 days after the records are made available or Taxes for fails to provide Landlord with a Review Notice within the years under review. 90 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.. If Tenant’s objection to the Landlord’s statement of Expenses for that year are determined to be well founded, and the sum of Expenses as submitted by Landlord were over-stated by 5% or more, then, subject to verification by Landlord, Landlord shall reimburse Tenant for its audit costs, not to exceed $3,500.00. This audit right of Tenant’s shall be in lieu of any other remedy at law or in equity, and shall preclude, for example, an action for an accounting. EXHIBIT C

Audit Rights. Tenant may, within one Within two hundred eighty seventy (180270) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review NoticeStatement, Landlord Tenant shall make all pertinent records available for inspection by electronic files or in hard copy have the right, upon at least ten (which hard copies shall be provided 10) days’ prior written notice to Landlord, to audit at the Building and mayLandlord’s local offices, at Tenant’s expense, be copied)Landlord’s accounts and records relating to Additional Rent. Such records audit shall set forth in reasonable detail be conducted by a certified public accountant (not billing on a contingency fee basis) selected by Tenant, which certified public accountant may be an employee of Tenant. If Landlord and Tenant agree that Landlord has overcharged Tenant, then the Operating Expenses or Taxes and amount overcharged shall include reasonable backup necessary for be paid to Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty within thirty (18030) days after the records are audit is concluded, together with interest thereon at the rate of ten percent (10%) per annum, from the date the Statement was delivered to Tenant until payment of the overcharge is made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Noticewritten notice disputing the correctness of Landlord’s statement, and if such dispute shall have not been settled by agreement between Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) daysdays after Tenant provides Landlord with such written notice, Tenant may submit the dispute to a reputable firm of independent certified public accountants selected by Tenant and approved by Landlord, such approval not to be unreasonably withheld, and the decision of such accountants shall be [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. conclusive and binding upon the parties. If such accountant decides that there was an error, Landlord will make a correcting payment if Tenant overpaid such amount, and Tenant shall pay Landlord if Tenant underpaid such amount. In addition, if as a result of an audit, Operating Expenses or Taxes are found the Statement exceeds the actual Additional Rent which should have been charged to be overstated Tenant by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable then the cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when dueshall be paid by Landlord. All of the information obtained through Tenant’s inspection with respect to financial matters (including, without limitation, costs, expenses and income) and any other matters pertaining to Landlord, the Leased Premises, the Building and/or the Park as well as any compromise, settlement or adjustment reached between Landlord and Tenant relative to the results of the inspection shall be subject to the confidentiality restrictions set forth in Section 17.15 below.

Audit Rights. Tenant mayCommencing September 1, 1998, Sellers shall have the right once during each six (6) month period thereafter (but not during the months of July or August) acting by Majority Action, to have their representatives reasonably approved by Buyer perform an inspection of the books and records of Buyer for the immediately prior fiscal year of Buyer (of if shorter, the period since Sellers' last inspection) as they relate to Additional Payments, Target Payments and Customer Payments under this Agreement. Except for the months of July and August, any such inspection shall be permitted by Buyer within one hundred eighty fifteen (18015) days after receiving Landlord’s statement of Operating Expenses or Taxesreceipt of Sellers' written request to inspect, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records during normal business hours, at a time mutually agreed upon by Sellers and Buyer. Sellers shall provide a copy of the Operating Expenses or Taxes for report from such inspection to Buyer promptly upon completion and Buyer shall within thirty (30) days pay to Sellers the amount of any additional Additional Payments, Target Payments and Customer Payments due. The cost of each such inspection will be borne by Sellers; provided, however, that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for such an inspection by electronic files or in hard copy (which hard copies shall be provided conducted at the Building expense of Sellers shows that Buyer failed to pay when due to Sellers an amount greater than ten percent (10%) of all Additional Payments, Target Payments and mayCustomer Payments determined to have been due to Sellers during the period inspected, at Tenant’s expense, be copied). Such records Buyer shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records reimburse Sellers for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenantreasonable, Tenant documented out-of-pocket expenses incurred in such inspection and Sellers shall have the right to give Landlord written notice conduct future such inspections every three (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (123) months (plus any period for which Landlord defers the audit as provided in this sentence) thereafter until an inspection shows a discrepancy of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%)) of all amounts due in the inspected period. If at any time Buyer's books and records show Buyer has paid to Sellers an amount of Additional Payments, Landlord Target Payments and Customer Payments greater than that due to Sellers under this Agreement, Buyer shall so notify Sellers in writing, providing reasonable documentation, and Sellers shall pay to TenantBuyer the amount of Additional Payments, Tenant’s reasonable cost of conducting such auditTarget Payments and Customer Payments overpaid within thirty (30) days or, not to exceed $15,000.00at Buyer's option, plusprovide Buyer with a credit in the same amount toward Buyer's future Additional Payment, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid Target Payment and continues to pay during the period of the audit all Rent when dueCustomer Payment obligations.

Audit Rights. Tenant may, within a) Until one hundred eighty year after the end of the CVR Term (180) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (the “Review NoticeRequest Deadline”), upon the written request of the Acting Holders (such requesting Acting Holders, the “Audit Rights Acting Holders”) that Tenant intends provided to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on Parent not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found days in advance (such request not to be overstated by made more than five percent (5%two times during any Fiscal Year), Landlord Parent shall pay promptly provide such Audit Rights Acting Holders with reasonable documentation to Tenantsupport its calculation of Net CVR Payments, Tenantand shall make its financial personnel reasonably available to one designee appointed as representative of the Audit Rights Acting Holders to discuss and answer such Audit Rights Acting Holders’ questions regarding such calculations. If the designee of the Audit Rights Acting Holders does not agree with Parent’s calculations, and such designee and Parent fail to agree on the matter under dispute within 20 Business Days after the Audit Right Acting Holders request documentation supporting Parent’s calculation, Parent shall permit one independent certified public accounting firm of nationally recognized standing selected by the applicable designee and reasonably acceptable to Parent (the “Independent Accountant”), to have access at reasonable cost times during normal business hours to the books and records of conducting Parent, the Surviving Entity and their Affiliates solely as may be reasonably necessary to evaluate and verify, for such auditapplicable CVR Payment Period only, Parent’s calculations of the Gross Payments, Net CVR Payments and the Aggregate CVR Payment Amount hereunder; provided that (i) Parent may redact documents and information not relevant to exceed $15,000.00the evaluation and verification of such calculations pursuant to this Section 4.7(a), plus(ii) such Independent Accountant and the Audit Rights Acting Holders and their designee shall each enter into a customary confidentiality agreement reasonably satisfactory to Parent with respect to the confidential information of Parent, the Surviving Entity or their Affiliates to be furnished pursuant to this Section 4.7, (iii) such access does not unreasonably interfere with the conduct of the business of Parent, the Surviving Entity or any of their Affiliates, and (iv) such Independent Accountant shall disclose to the designee of the Audit Rights Acting Holders and Rights Agent only whether any Aggregate CVR Payment Amount was payable by Parent during the applicable CVR Payment Period and, if applicable, reasonable travel costs whether the Independent Accountant determined that an Aggregate CVR Payment Amount that was properly due was not paid to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records the Rights Agent (or to dispute any statement that the amount of Operating Expenses or Taxes unless Tenant has paid and continues to pay during such payment was less than the period of the audit all Rent when amount due) (a “CVR Shortfall”).

Audit Rights. Tenant mayTenant, within one hundred eighty (180) 365 days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, to which the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearstatement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or base year commonwealth where the Property is located. Tenant shall be solely responsible for comparisonall costs, expenses and fees incurred for the audit. Within one hundred eighty (180) 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or Taxes for fails to provide Landlord with a Review Notice within the years under review. 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.. EXHIBIT C

Audit Rights. Tenant mayTenant, within one hundred eighty (180) 365 days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that the calendar year and, if Tenant so chooses, to which the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearstatement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or base year commonwealth where the Property is located. Tenant shall be solely responsible for comparisonall costs, expenses and fees incurred for the audit. Within one hundred eighty (180) 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or Taxes for fails to provide Landlord with a Review Notice within the years under review. 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due. EXHIBIT C This Exhibit is attached to and made a part of the Lease by and between CA-ONE BAY PLAZA LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and Opta Corporation, a Delaware corporation (“Tenant”) for space in the Building located at 0000 Xxx Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, California, commonly known as One Bay Plaza.

Audit Rights. Tenant may, within one hundred eighty (180) Within 90 days after receiving Landlord’s statement of Operating Expenses or Taxes(or, with respect to the Base Year Expenses, within 90 days after receiving Landlord’s initial statement of Expenses for the Base Year) (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that the calendar year and(or Base Year, if as applicable) to which the statement applies, and within 60 days after sending the Review Notice to Landlord (such period is referred to as the “Request for Information Period”), Tenant so choosesshall send Landlord a written request identifying, with a reasonable degree of specificity, the Calendar Year immediately preceding and/or information that Tenant desires to review (the Operating Expense Base Year and Tax Base Year“Request for Information”). Within a reasonable time after Landlord’s receipt of the Review Noticea timely Request for Information and executed Audit Confidentiality Agreement (referenced below), Landlord Landlord, as determined by Landlord, shall forward to Tenant, or make all pertinent records available for inspection on site at such location deemed reasonably appropriate by electronic files Landlord, such records (or in hard copy copies thereof) for the applicable calendar year (which hard copies shall be provided at the Building and mayor Base Year, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup as applicable) that are reasonably necessary for Tenant to conduct its review, including review of the records information appropriately identified in the Request for the previous calendar year or base year for comparisonInformation. Within one hundred eighty (180) 60 days after the any particular records are made available to TenantTenant (such period is referred to as the “Objection Period”), Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails which relates to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails records that have been made available to provide Landlord with a Review Notice within the applicable 180 day period described aboveTenant. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) 30 days. In additionIf Tenant fails to give Landlord an Objection Notice with respect to any records that have been made available to Tenant prior to expiration of the Objection Period applicable to the records which have been provided to Tenant, Tenant shall be deemed to have approved Landlord’s statement of Expenses with respect to the matters reflected in such records and shall be barred from raising any claims regarding the Expenses relating to such records for that year. If Tenant fails to provide Landlord with a Review Notice prior to expiration of the Review Notice Period or fails to provide Landlord with a Request for Information prior to expiration of the Request for Information Period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Notwithstanding the foregoing, Landlord agrees that Tenant may retain a third party agent to review Landlord’s books and records which is not a CPA firm, so long as the third party agent retained by Tenant shall have expertise in and familiarity with general industry practice with respect to the operation of and accounting for a first class office building and whose compensation shall in no way be contingent upon or correspond to the financial impact on Tenant resulting from the review. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, and the fees charged cannot be based in whole or in part on a contingency basis. However, notwithstanding the foregoing, if as a result of an audit, Operating Landlord and Tenant determine that Expenses or Taxes are found to be overstated for the Building for the year in question were less than stated by more than five percent (5%), Landlord shall pay to Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, Tenant’s shall reimburse Tenant for the reasonable cost of conducting amounts paid by Tenant to third parties in connection with such audit, review by Tenant (not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff10,000.00). The records and related information obtained by Tenant shall be treated as confidential, and applicable only to the Building, by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s Auditors”), and, prior to making any records available to Tenant or Tenant’s Auditors, Landlord may require Tenant and Tenant’s Auditors to each execute a reasonable confidentiality agreement (“Audit Confidentiality Agreement”) in accordance with the foregoing. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due. EXHIBIT C WORK LETTER This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between XX-000 XXXXXX XXXXXX OWNER, L.L.C., a Delaware limited liability company (“Landlord”), and IRONWOOD PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”), for space in the Building located at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. Capitalized terms used but not defined herein shall have the meanings given in the Lease. As used in this Work Letter, the “Premises” shall be deemed to mean the Premises, as initially defined in the attached Lease.

Audit Rights. Tenant mayTenant, within one hundred eighty (180) 365 days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of o[ the Operating Expenses or Taxes for that the calendar year and, if Tenant so chooses, to which the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearstatement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or base year commonwealth where the Property is located. Tenant shall be solely responsible for comparisonall costs, expenses and fees incurred for the audit. Within one hundred eighty (180) 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90-day period or Taxes for fails to provide Landlord with a Review Notice within the years under review. 365-day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described aboveyear. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) 30 days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.. EXHIBIT C

Audit Rights. Tenant may, within one hundred eighty (180) 90 days after receiving Landlord’s 's statement of Operating Expenses (or Taxeswithin 90 days after receiving any revised statement thereof), give Landlord written notice (“"Review Notice”") that Tenant intends to review Landlord’s 's records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearyear. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA, a CPA firm, or base year a national real estate service provider, in each case paid on an hourly, non-contingency fee basis. Tenant shall be solely responsible for comparisonall of its own costs, expenses and fees incurred for the audit unless such audit reveals a greater than 5% overstatement for any applicable period in which case Landlord shall pay for the audit. Within one hundred eighty (180) 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “"Objection Notice”") stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s 's statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if year. If Tenant fails to give Landlord an Objection Notice within the 180 60 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s 's Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by TenantTenant or, if after the end of the Term shall pay Tenant such amount. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) 30 days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s 's records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.

Audit Rights. Tenant may, within one hundred eighty (180) 90 days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearyear. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar year or base year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for comparisonall costs, expenses and fees incurred for the audit. Within one hundred eighty (180) 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or Taxes for fails to provide Landlord with a Review Notice within the years under review. 90 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described aboveyear. If Tenant provides provided Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) 30 days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant ever be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.

Audit Rights. Tenant mayTenant, within one hundred eighty (180) 365 days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, to which the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearstatement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or base year commonwealth where the Property is located. Tenant shall be solely responsible for comparisonall costs, expenses and fees incurred for the audit. Within one hundred eighty (180) 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or Taxes for fails to provide Landlord with a Review Notice within the years under review. 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.

Audit Rights. Tenant mayTenant, within one hundred eighty (180) 365 days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that the calendar year and, if Tenant so chooses, to which the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearstatement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or base year commonwealth where the Property is located. Tenant shall be solely responsible for comparisonall costs, expenses and fees incurred for the audit. Within one hundred eighty (180) 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or Taxes for fails to provide Landlord with a Review Notice within the years under review. 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described aboveyear. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) 30 days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.. If Landlord and Tenant determine that Expenses for the calendar year were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for any reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. EXHIBIT C

Audit Rights. Notwithstanding anything to the contrary contained in this Paragraph 4 or elsewhere in this Lease, if Tenant may, within one hundred eighty (180) days after receiving Landlord’s reasonably disputes any amount set forth in any actual statement of Operating Expenses, Insurance Expenses, Utility Expenses and Taxes described above in Paragraph 4(c) (an "ACTUAL STATEMENT"), Tenant will have the right not later than ninety (90) days following receipt of an Actual Statement and upon no less than ten (10) days notice to Landlord, to cause Landlord's books and records with respect to the preceding calendar year only to be audited, at no cost or expense to Landlord, by a party selected by Tenant and reasonably approved by Landlord. Any audit conducted by or on behalf of Tenant shall be performed at Landlord's office during Landlord's normal business hours and in a manner so as to minimize interference with Landlord's business operations. Landlord shall have no obligation and Tenant shall have no right to make photocopies of any of Landlord's ledgers, invoices or other items; Tenant's audit to be limited to an on-site review of Landlord's books and records respecting the accounting for the items comprising the Operating Expenses, Taxes, give Insurance Expenses and Utility Expenses. Pending completion of any such audit, Tenant agrees to pay Landlord written notice any such disputed Operating Expenses, Taxes, Insurance Expenses and Utility Expenses. The amounts payable under this Paragraph 4(f) by Landlord to Tenant or Tenant to Landlord, as the case may be, will be appropriately adjusted on the basis of such audit. If such audit discloses an overstatement of Operating Expenses, Taxes, Insurance Expenses, and Utility Expenses in excess of four percent (“Review Notice”4%) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes actual total amount thereof for that such calendar year andyear, Tenant will receive a credit against Tenant's future Additional Rent obligations (or, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt Term of the Review Noticethis Lease has expired, Landlord shall make pay Tenant) for the reasonable cost of an audit performed by a third party; otherwise the cost of such audit will be borne by Tenant. To the extent landlord must pay the cost of such third party audit, such cost shall not exceed a reasonable hourly charge for a reasonable amount of hours spent by such third-party in connection with the audit. In no event shall Landlord be liable for any contingency fee payments to any consultants of Tenant. Tenant agrees to keep, and to cause its accountant and employees to keep, all pertinent information revealed by any audit of Landlord's books and records available for inspection strictly confidential and not to disclose any such information or permit any such information to be disclosed to anyone other than Landlord or Tenant's auditors or attorneys, unless compelled to do so by electronic files a court of law or in hard copy (which hard copies shall be provided at connection with any litigation between Landlord and Tenant with respect to same. If Landlord disputes the Building and mayresults of any Tenant audit, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant Landlord shall have the right to give Landlord written notice (initiate an “Objection Notice”) stating arbitration in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for accordance with the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt rules of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when dueAmerican Arbitration Association.

Audit Rights. Provided Tenant has paid the disputed statement and is not otherwise in default under this Lease, within 60 days following delivery of Tenant’s notice of dispute, Tenant may, within one hundred eighty (180) days after receiving upon 30 days’ prior written notice to Landlord, examine Landlord’s statement books and records pertaining to Operating Costs covered by the disputed statement. The examination shall be conducted at the place where the books and records are maintained, shall be conducted during regular business hours, shall be restricted to one examination per calendar year, and shall be at the sole cost and expense of Operating Expenses Tenant. Tenant shall reimburse Landlord for the costs of photocopying or Taxes, give transferring to digital media any books and records requested by Tenant in an amount equal to the actual cost charged to Landlord written notice (“Review Notice”) that Tenant intends to review by third party copy services or $.25 per page should the copies be made with Landlord’s records photocopying equipment. If it is finally determined that the disputed statement contains an error in an amount in excess of 5% of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt total amount of the Review Noticestatement, Landlord shall make pay the reasonable out-of-pocket costs of Tenant for the examination. In no event shall Landlord be obligated to pay any of Tenant’s costs which are calculated on a percentage of the recovery by Tenant or any other contingency based fees. As a condition to Tenant’s right of examination, Tenant and all pertinent records available for inspection of its consultants shall, prior to the examination, execute a confidentiality agreement; providing, without limitation, that the information contained in Landlord’s books and records, any other information obtained from the examination (including, without limitation, costs, expenses, and income) as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall remain confidential and may not be disclosed by electronic files Tenant or in hard copy (which hard copies shall be provided at its consultants to any other person, specifically including, but not limited to, other tenants of the Building and may, at that Tenant and all of its consultants shall indemnify Landlord from any claims or expenses arising from a breach by them of the Confidentiality Agreement. Examinations may only be conducted by an employee of Tenant or a national or regional accounting firm who is not being compensated based on a percentage of the recovery by Tenant or on any other contingency fee basis. The certified public accountant performing the examination must be licensed to practice in the state in which the Building is located. Within 90 days following delivery of Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenantnotice of dispute, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail the results of its audit and any objection to Landlord’s the statement in dispute. If Tenant fails to give written notice of Operating Expenses or Taxes for objection within the years under review. 90 day period, Tenant shall be deemed to have approved the statement in all respects and released all claims based on the statement. Upon Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Noticeobjection notice from Tenant, Landlord and Tenant shall work together in good faith to resolve any issues raised in the WPBDOCS 8493398 5 7/29/14 5 discrepancy between Landlord’s statement and Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party auditreview. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year Costs are less than reported, Landlord shall promptly pay to Tenant, or provide Tenant with a credit against the next installment of Rent future rent in the amount of of, the overpayment by Tenantdifference. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year Costs are greater than reported, Tenant shall promptly pay the difference to Landlord. If Landlord disputes the results of Tenant’s examination and Landlord and Tenant are unable to resolve the dispute by negotiation, the dispute shall, at Landlord’s election, which election may be made at any time before Landlord commences a judicial proceeding, or if on or before the audit so demonstrateslast date on which Landlord has to file an answer or defensive motion to a complaint which Tenant has filed and served in a judicial proceeding, be settled by arbitration in the county in which the Premises is located administered by the American Arbitration Association under its Commercial Arbitration Rules, with the following exceptions. There shall be a single arbitrator selected by the American Arbitration Association. The arbitrator shall have at least ten years’ experience in the supervision of the operation and management of major office buildings in the market area in which the Building is located. The scope of the arbitrator’s inquiry and determination shall be limited to whether Operating Costs as billed to Tenant are in accordance with the definitions and computations provided in this Lease and the arbitrator shall not apply principles of good faith and fair dealing, unconscionability, or any other equitable principles in reaching his decision. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party’s actual damages. The arbitrator must set forth in any award findings of fact and conclusions of law supporting the decision. Judgment on the award of the arbitrator may be entered in any court having jurisdiction. Notwithstanding anything to the contrary contained in this Lease, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In have no event shall Tenant be permitted rights to examine Landlord’s books and records or to dispute any statement as provided in this section if Landlord provides Tenant with a certification from an independent firm of certified public accountants confirming that Operating Expenses or Taxes unless Tenant has paid and continues to pay during Costs for the period year in question have been calculated in accordance with the terms of the audit all Rent when duethis Lease.

Audit Rights. Tenant may, within For a period of one hundred eighty twenty (180) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180120) days after the records are made available delivery to TenantTenant of the Reconciliation Statement, Tenant shall have the right to give Landlord audit Landlord’s books with respect to Operating Expenses and Direct Taxes incurred during the base year and the applicable calendar year, upon ten (10) business days’ prior written notice to Landlord (an “Objection Notice”) stating in reasonable detail which notice may be given at any objection to time within said 120 day period). Such audit shall be made at Landlord’s statement offices during normal business hours. During such inspection, Landlord will make such books and records and any reasonably appropriate supporting documentation available for Tenant’s review. Tenant shall not disclose audit results to any other person (Tenants’ employees and agents excluded). In no event shall any such audit or inspection be performed by a person or entity being compensated on a contingency fee basis or based upon a share of any refund obtained by Tenant. In the event that the audit and inspection reveals an error in the calculation of Operating Expenses or Taxes for Direct Taxes, Tenant agrees to deliver to Landlord, within thirty (30) days after conclusion of each such audit and inspection, a true and complete copy of the years under reviewresults thereof. Tenant shall be deemed to have approved Landlord’s statement In the event that the audit and inspection reveals an error in the calculation of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Direct Taxes, and Landlord does not dispute the results of such audit and inspection by giving Tenant fails to give Landlord an Objection Notice written notice of Landlord’s dispute within the 180 day period following the ten (10) days after Landlord’s receipt of the statement for the next succeeding Calendar Year results thereof, then adjustment will be made by appropriate payment or fails refund within fifteen (15) days after such audit and inspection results are delivered to provide Landlord with a Review Notice within the applicable 180 day period described aboveLandlord. If Tenant provides Landlord with a timely Objection Noticedisputes the results of any audit and inspection, Landlord and Tenant shall work together mutually designate a disinterested certified public accountant (the “CPA”) located in good faith San Francisco, California, to resolve any issues raised in Tenant’s Objection Notice. In conduct an audit of the event Operating Expenses and Direct Taxes for the applicable calendar year, and the results of such audit shall be binding upon Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses any underpayment or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; overpayment shall be conducted made within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with after both parties have received a copy of the results of such third-party audit. If The cost of the CPA shall be paid one-half by Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment one-half by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.

Audit Rights. Tenant may, within one hundred eighty (180) 90 days after receiving Landlord’s 's ------------ statement of Operating Expenses or TaxesExpenses, give Landlord written notice (“"Review Notice”") that Tenant intends to review Landlord’s 's records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearyear. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar year or base year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for comparisonall costs, expenses and fees incurred for the audit. Within one hundred eighty (180) 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “"Objection Notice”") stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s 's statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if year. If Tenant fails to give Landlord an Objection Notice within the 180 60 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s 's Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. In addition, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for any reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) 30 days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s 's records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.

Audit Rights. Within 60 days after Landlord furnishes its statement of actual Operating Expenses for any calendar year (including the Base Year) during the Term (the “Audit Election Period”), Tenant may, at its expense, elect to audit Landlord’s Operating Expenses for such calendar year only, subject to the following conditions: (1) there is no uncured event of default under this Lease; (2) the audit shall be prepared by an independent certified public accounting firm of recognized national standing; (3) in no event shall any audit be performed by a firm compensated in any material respect on a “contingency fee” basis; (4) the audit shall commence within one hundred eighty (180) 30 days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of makes Landlord’s books and records relating available to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a yearTenant’s auditor and shall conclude within 60 days after commencement; shall be conducted within twelve (125) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular Landlord’s normal business hours at the location where Landlord maintains its books and records and shall not unreasonably interfere with the conduct of Landlord’s property manager at business; and (6) Tenant and its office accounting firm shall treat any audit in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building a confidential manner and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to each execute Landlord’s property manager and confidentiality agreement for Landlord’s benefit prior to commencing the audit. This paragraph shall not be construed to limit, suspend, or xxxxx Tenant’s obligation to pay Rent when due, including estimated Excess Operating Expenses. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such credit any overpayment determined by the final approved audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit report against the next installment Rent due and owing by Tenant or, if no further Rent is due, refund such overpayment directly to Tenant within 30 days of Rent in the amount of the overpayment by Tenantdetermination. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment determined by the final approved audit report within thirty (30) days30 days of determination. In addition, if as a result The foregoing obligations shall survive the expiration or termination of an audit, this Lease. If Tenant does not give written notice of its election to audit Landlord’s Operating Expenses during the Audit Election Period, Landlord’s Operating Expenses for the applicable calendar year shall be deemed approved for all purposes, and Tenant shall have no further right to review or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staffcontest the same. The records obtained by right to audit granted hereunder is personal to the initial Tenant named in this Lease and to any assignee under a Permitted Transfer (defined below) and shall not be treated as confidential. In no event shall Tenant be permitted available to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period subtenant under a sublease of the audit all Rent when duePremises.

Audit Rights. Tenant may, within one hundred eighty (180) days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearyear. Within a reasonable time sixty (60) days after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar year actual and reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a licensed CPA firm. Notwithstanding the foregoing, Landlord agrees that Tenant may retain a third party agent to review Landlord’s books and records which third party agent is not a CPA firm, so long as the third party agent retained by Tenant shall have expertise in and familiarity with general industry practice with respect to the operation of and accounting for a first class office building and whose compensation shall in no way be contingent upon or base year correspond to the financial impact on Tenant resulting from the review. Notwithstanding the foregoing, if Tenant elects to conduct an audit pursuant to the terms of this section, Tenant shall be permitted to utilize the services of (1) its existing auditing firm, Kislak Lease Services (“Kislak”), to conduct the audit and that Tenant may elect to compensate Kislak on a contingency basis, or (2) if Tenant terminates its relationship with Kislak, any other qualified auditing firm which does not satisfy all the requirements set forth above so long as Tenant obtains Landlord’s prior written approval of such firm, which consent Landlord may withhold in its sole discretion. Tenant shall be solely responsible for comparisonall costs, expenses and fees incurred for the audit. Within one hundred eighty ninety (18090) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or Taxes for fails to provide Landlord with a Review Notice within the years under review. 180 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described aboveyear. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result 30 days after receipt of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staffinvoice from Landlord. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.

Audit Rights. Tenant may, within one hundred eighty (180) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records If Symantec cannot accurately determine Your use of the Operating Expenses or Taxes for that calendar year andOnline Services through Symantec’s systems used to provide the Online Services, if Tenant so chooses, then the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt following shall apply: Symantec may audit Your use of the Review NoticeOnline Services to verify that Your usage has not exceeded the Subscription Meter amount during the Subscription Term, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building including without limitation through collection and mayuse of Customer Content, self-certifications, on-site audits and/or audits done using a third-party auditor, at TenantSymantec’s expense. Third party audits will be done upon reasonable notice and during normal business hours, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur but not more often than once in a year; shall be conducted within any twelve (12) months (plus any month period for which Landlord defers unless a material discrepancy was identified during the audit as provided in this sentence) of receipt course of a statement prior review at Symantec’s expense. You agree to implement internal safeguards to prevent any unauthorized use of, or access to, the Online Services. You further agree to keep records sufficient to certify Your compliance with this Agreement during the Subscription Term, and, upon request by Symantec, will provide and certify metrics and/or reports based upon such records and accounting for the Subscription Meter amount and relevant current and historical detail. If Your usage of the statement of Operating Expenses and Taxes (and Online Services is determined to have exceeded the other documentation to which Tenant is entitled as set forth above) for Subscription Meter amount during the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the BostonSubscription Term, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or You will promptly submit an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment order within thirty (30) days, at Manufacturer’s Suggested Reseller Price (MSRP), or as mutually agreed upon with Symantec, applicable to Your current and historical use of the Online Services in excess of Your Subscription Meter amount, including, but not limited to current and historical Subscription fees. Excess subscription fees will be calculated at a minimum of one (1) year, unless an accurate prorated calculation can be determined and validated by Symantec. Symantec reserves the right to charge interest at a rate of three (3) times the legal interest rate or the highest interest rate allowed by law, whichever is lower, from the date on which such amount became due. In additionadditional, if Symantec is entitled to a fixed allowance for recovery costs, of EUR 40,00 as a result provided by French law. However, where the audit demonstrates that the MSRP value of an audit, Operating Expenses or Taxes are found to be overstated by more than Your non-compliant usage exceeds five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period ) of the audit all Rent when dueMSRP value of Your Online Services, in addition to increasing the Subscription Meter amount to correct for current and historical excess usage, You shall reimburse Symantec for the costs for the third-party auditor.

Audit Rights. Tenant may, within one hundred eighty Within ninety (18090) days after receiving Landlord’s statement of Operating Expenses or Taxes(or, with respect to the Base Year Expenses, within ninety (90) days after receiving Landlord’s initial statement of Expenses for the Base Year) (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Expenses, Taxes and electricity to which the statement applies, and within thirty (30) days after delivering the Review Notice to Landlord (such period is referred to as the “Request for that calendar year andInformation Period”), if Tenant so choosesshall send Landlord a written request identifying, with a reasonable degree of specificity, the Calendar Year immediately preceding and/or particular information Tenant desires to review (the Operating Expense Base Year and Tax Base Year“Request for Information”). Within a reasonable time (not to exceed fifteen (15) Business Days) after Landlord’s receipt of the Review Noticea timely Request for Information, Landlord shall forward to Tenant, or make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided on site at either the Building and mayor at Landlord’s principal place of business, at Tenant’s expensesuch records (or copies thereof) for the applicable calendar year, be copied). Such records shall set forth in reasonable detail the Operating Expenses Fiscal Year (or Taxes and shall include reasonable backup Base Year, as applicable) that are reasonably necessary for Tenant to conduct its review, including review of the records information identified in the Request for the previous calendar year or base year for comparisonInformation. Within one hundred eighty sixty (18060) days after the any particular records are made available to TenantTenant (such period is referred to as the “Objection Period”), Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved (i) Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if which relates to the records that have been made available to Tenant fails and/or (ii) such records made available to give Landlord an Objection Notice within Tenant, or the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described abovelack thereof. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year year, Fiscal Year, and/or applicable billing period, are less than reported, Landlord shall promptly provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant, so that Tenant is reimbursed as quickly as possible. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year year, Fiscal Year, and/or applicable billing period, are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result If Tenant fails to give Landlord an Objection Notice with respect to any records that have been made available to Tenant prior to expiration of an audit, Operating Expenses or Taxes are found the Objection Period applicable to be overstated by more than five percent (5%), Landlord shall pay the records which have been provided to Tenant, Tenant shall be deemed to have approved Landlord’s statement with respect to the matters reflected in such records and shall be barred from raising any claims regarding the Expenses, Taxes, electricity or the Additional Rent payable during such periods. If Tenant fails to provide Landlord with a Review Notice prior to expiration of the Review Notice Period or fails to provide Landlord with a Request for Information prior to expiration of the Request for Information Period described above, Tenant shall be deemed to have approved Landlord’s statement of applicable Expenses, applicable Taxes, applicable electricity or applicable Additional Rent and shall be barred from raising any claims regarding the applicable Expenses, applicable Taxes, applicable electricity or applicable Additional Rent for that year, Fiscal Year and/or applicable billing period. If Tenant retains an agent to review Landlord’s records, the agent must be a CPA firm of individual CPA licensed to do business in the state or commonwealth where the Property is located, and must be compensated solely on an hourly (and not contingency) basis. Tenant shall be solely responsible for all of Tenant’s reasonable cost of conducting such costs, expenses and fees incurred for the audit, and the fees charged cannot to exceed $15,000.00be based in whole or in part on a contingency basis. Landlord shall be solely responsible for all of Landlord’s costs, plus, if applicable, reasonable travel costs to Indianapolis expenses and fees incurred for necessary auditing staffthe audit. The records and related information obtained by Tenant shall be treated as confidential, and applicable only to the Building and the Property by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s Auditors”). In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during (i) monthly the period Base Rent, and (ii) monthly the regular recurring estimated payment of Expenses, Taxes and Electricity. In the event such audit all Rent when due.discloses that Landlord’s statement overstated such actual costs and expenses by five percent (5.0%) or more, then Landlord shall reimburse Tenant for the actual and reasonable cost of said audit within thirty (30) days of written demand therefor by Tenant. EXHIBIT C

Audit Rights. Tenant may, within one hundred eighty (180) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records Section 7.7 of the Operating Expenses Lease is hereby deleted in its entirety and replaced with the following: “Tenant or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant agent shall have the right for a period of ninety (90) days after Tenant’s receipt of each of (i) the statement of actual Operating Expenses for each Calendar Year and (ii) the Additional Space Expense Stop Statement, and upon giving reasonable notice to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection and during normal business hours, to audit, review and inspect at Landlord’s statement of offices Landlord’s bills, invoices and records applicable to the actual Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding particular Calendar Year or fails the Additional Space Base Year, as the case may be, to provide Landlord with a Review Notice within verify Operating Expenses of such Calendar Year or the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection NoticeAdditional Space Base Year, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Noticeas the case may be. In addition to the event Landlord and Tenant are unable to reach a mutual determination of the issuesforegoing, Tenant or its agent shall have the right to have professional auditors conduct for a review period of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In additiondays after Tenant’s receipt of Landlord’s reasonably itemized statement setting forth the actual amount of the Expense Stop (which Landlord and Tenant agree may be given by Landlord on or before October 31, if as a result of an 2003), and upon giving reasonable notice to Landlord and during normal business hours, to audit, review and inspect at Landlord’s offices Landlord’s bills, invoices and records applicable to Landlord’s calculation of the Expense Stop. Unless otherwise mutually agreed, should such audit, review or inspection result in a dispute by Tenant as to the Operating Expenses Expenses, the Expense Stop or Taxes are found to the Additional Space Expense Stop charged by Landlord, as the case may be, such dispute shall be overstated determined by more arbitration, in the jurisdiction in which the Building is located, in accordance with the then current commercial rules of the American Arbitration Association. The costs of the arbitration shall be divided equally between Landlord and Tenant, except that each party shall bear the cost of its own legal fees, unless (i) the arbitration results in a determination that Landlord’s statement contained a discrepancy of less than five percent (5%)) in Landlord’s favor, in which event Tenant shall bear all costs incurred in connection with such arbitration, including, without limitation, reasonable legal fees, or (ii) the arbitration results in a determination that Landlord’s statement contained a discrepancy of at least five percent (5%) in Landlord’s favor, in which event Landlord shall bear all costs incurred in connection with such arbitration, including, without limitation, reasonable legal fees. If such review, audit or inspection reveals that Landlord overstated Tenant’s obligation for Operating Expenses in any Calendar Year, the excess shall be credited against Tenant’s next monthly payments of Operating Expenses. Within thirty (30) days of the expiration or termination of this Lease, Landlord shall pay to TenantTenant any such unused credit provided no Event of Default shall exist. If such review, audit or inspection reveals that Landlord understated Tenant’s reasonable cost of conducting such auditobligation for Operating Expenses in any Calendar Year, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall pay the total amount of such deficiency to Landlord within thirty (30) days after such determination. If such review, audit or inspection reveals that Landlord misstated the Expense Stop and/or the Additional Space Expense Stop, then either or both, as the case may be, shall be treated adjusted to the amount so determined. During the pendency of any audit or arbitration proceedings as confidential. In no event provided for in this Section, Tenant shall Tenant be permitted continue to examine Landlord’s records or to dispute any statement make payments of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when dueas required by this Lease.

Audit Rights. Tenant may, within one hundred eighty (180) 90 days after receiving Landlord’s 's statement of Operating Expenses or TaxesExpenses, give Landlord written notice (“"Review Notice”") that Tenant intends to review Landlord’s 's records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearyear. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for .for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar year or base year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for comparisonall costs, expenses and fees incurred for the audit. Within one hundred eighty (180) 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “"Objection Notice”") stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s 's statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if year. If Tenant fails to give Landlord an Objection Notice within the 180 60 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 90 day period described above, Tenant shall be deemed to have approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s 's Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) 30 days. In addition, if as a result of an audit, Operating Landlord and Tenant determine that Expenses or Taxes are found to be overstated for the Building for the year in question were less than stated by more than five percent (5%), Landlord shall pay to Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for any reasonable amounts paid by Tenant to third parties in connection with such review by Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s 's records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.

Audit Rights. Tenant may4.01 Tenant, within one hundred eighty ninety (18090) days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that the calendar year andto which the statement applies and specifying, if Tenant so choosesto the extent reasonably practicable, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearrespects in which Landlord’s statement is disputed. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or base year commonwealth where the Property is located and which is not being compensated by Tenant, in whole or in part, on a contingency basis. Tenant shall be solely responsible for comparisonall costs, expenses and fees incurred for the audit. Within one hundred eighty ninety (18090) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the ninety (90) day period or Taxes for fails to provide Landlord with a Review Notice within the years under review. ninety (90) day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described aboveyear. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. If it is determined that Expenses for the year in question were less than stated by more than five percent (5%), then Landlord shall provide Tenant with a credit against the next installment of Rent in the full amount of such discrepancy plus for Tenant’s reasonable costs incurred in connection with such audit. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found Notwithstanding anything to be overstated by more than five percent (5%), Landlord shall pay to Tenantthe contrary contained herein, Tenant’s audit rights contained herein are subject to Tenant and its applicable agents first executing and delivering to Landlord a commercially-reasonable cost form of conducting such auditconfidentiality agreement, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The which shall provide that any records obtained and information gathered and/or reviewed by Tenant and/or its agents shall be treated as strictly confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.

Audit Rights. Tenant may, within one hundred eighty (180) 90 days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearyear. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Project, including Tenant may either inspect the records at such other location or pay for the previous calendar year or base year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for comparisonall costs, expenses and fees incurred for the audit. Within one hundred eighty (180) 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or Taxes for fails to provide Landlord with a Review Notice within the years under review. 90 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described aboveyear. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating If Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) 30 days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In addition, if Expenses for the Building for the year in question were less than stated by more than 10%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for any reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.

Audit Rights. Tenant mayAn Expense Statement shall be final and binding upon Lessee unless Lessee, within one hundred eighty ninety (18090) days after receiving LandlordLessee’s statement of Operating Expenses or Taxesreceipt thereof, give Landlord shall contest any item therein by giving written notice to Lessor, specifying each item contested and the reason therefor. If, during such ninety (“Review Notice”90) that Tenant intends day period, Lessee questions or contests the accuracy of such Expense Statement, Lessor will provide Lessee with access to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of LandlordLessor’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement operation of the statement of Operating Expenses and Taxes Premises (and the other documentation to which Tenant is entitled as set forth above) for “Expense Information”). If after the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned review by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy Lessee of such third-party audit. If Landlord Expense Information, Lessor and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in Lessee cannot agree upon the amount of the overpayment by Tenant. LikewiseOperating Expenses, if Landlord and Tenant determine that Operating Expenses Real Property Taxes or Taxes for insurance then Lessee shall have the calendar year are greater than reportedright, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In additiondays thereafter, if to have an independent professional firm selected by Lessee from among the largest firms in the United States that as a result routine part of an audittheir business conduct CAM audits, working pursuant to a fee arrangement other than a contingent fee (at Lessee’s sole cost and expense unless Lessor is responsible for such cost and expense pursuant the provisions of the last sentence of this Paragraph 5.3) and approved by Lessor (which approval shall not be unreasonably withheld, conditioned or delayed), audit and/or review the Expense Information for the year in question (the “Independent Review”). The results of any such Independent Review shall be binding on Lessor and Lessee. If the Independent Review shows that the payments actually made by Lessee with respect to Operating Expenses, Real Property Taxes and insurance for the calendar year in question exceeded Operating Expenses, Real Property Taxes and insurance for such calendar year, Lessor shall, at Lessor’s option, either (i) credit the excess amount to the next succeeding installments of estimated Operating Expenses or (ii) pay the excess to Lessee within forty-five (45) days after delivery of such statement, except that after the expiration or earlier termination of this Lease or if at any time Lessee is delinquent in its obligation to pay Rent, Lessor shall pay the excess to Lessee after deducting all other amounts due Lessor. If the Independent Review shows that Lessee’s payments with respect to Operating Expenses, Real Property Taxes are found and insurance for such calendar year were less than Operating Expenses, Real Property Taxes and insurance for the calendar year, Lessee shall pay the deficiency to be overstated Lessor within forty-five (45) days after delivery of such statement. If the Independent Review shows that Lessee has overpaid with respect to Operating Expenses, Real Property Taxes and insurance by more than five percent (5%), Landlord then Lessor shall pay to Tenant, Tenant’s reimburse Lessee for the reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis incurred by Lessee for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when dueIndependent Review.

Audit Rights. Tenant may, within one hundred eighty Within two (1802) days years after receiving receipt of Landlord’s statement of Operating Common Area Expenses or Taxesfor any year, give Landlord written notice (“Review Notice”) that Tenant intends may audit all the accounting books, documents, records and files related to review Landlord’s records of the Operating Common Area Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearsuch year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent such records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, Center or at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes principal business office for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested examination by Tenant which shall be on not less than or any designated representative within fifteen (15) business days’ notice from days of Tenant’s request to audit the records. Tenant must exercise its audit rights (if at all) within two (2) years following the submission by Landlord of the statement described in Section 5.5 for the year that Tenant desires to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Tenant fails to notify Landlord and Tenant determine without of Tenant’s intention to audit Landlord Common Area Expense records for a third party audit, particular year within the period described in the previous sentence (or if such Tenant notifies Landlord of Tenant’s intention to audit demonstratesbut fails to pursue the audit diligently), that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide then Tenant with a credit against the next installment of Rent may not seek to recover any deficiencies in the amount paid. All audits shall be performed during Landlord’s usual business hours and without interference with the conduct of business at the place where the audit is made. If the audit establishes an overstatement of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Common Area Expenses or Taxes for the calendar any year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), then Landlord shall pay to Tenant, Tenant’s Tenant the reasonable cost of conducting such audit, not . Landlord shall pay the amount of the overage (if any) to exceed $15,000.00, plusTenant within thirty (30) days after Landlord and its lender have received a copy of Tenant’s audit and, if applicablenot so timely paid or timely submitted to arbitration in accordance with Section 5.7 of this Lease, reasonable travel costs Tenant shall have the right to Indianapolis for necessary auditing staff. The records obtained offset such amount against Rent and other amounts next becoming due by Tenant hereunder. To the extent that the audit described in this Section 5.6 discloses that Tenant underpaid Tenant’s CAM Contribution, Tenant shall be treated as confidential. In no event shall Tenant be permitted pay to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during Landlord the period amount of the audit all Rent when dueunpaid balance (net of the out-of-pocket costs incurred by Tenant in connection with such audit) within twenty (20) business days following the completion of such audit.

Audit Rights. Tenant may, within one hundred eighty (180) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends The Buyer agrees to review Landlord’s maintain accurate and complete records of all contracts, papers, correspondence, accounts, invoices, data and/or other information in the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, Buyer’s possession relating to the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt sale of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy Products and any related revenues and consumables until the second (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (1802nd) days anniversary after the records are made available completion of Buyer’s obligation to Tenant, Tenant shall have pay the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (Earnout Payment and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of LandlordAdditional Earnout under this Agreement. Such audit shall occur on the date requested by Tenant which shall be on not Upon no less than fifteen (15) business daysBusiness Days’ notice from Tenant and not more than once calendar year, Buyer shall permit a certified public accounting firm selected by the Seller at the Seller’s sole expense to Landlord and have access during normal business hours to such records of the Buyer as may be deferred reasonably necessary to verify the accuracy and completeness of the Earnout Payment and the Additional Earnout. The accounting firm selected by Landlord, by notice the Seller shall prepare a report stating whether the calculation of Earnout Payment and the Additional Earnout were correct or whether and to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenantwhat extent an overcharge or underpayment was made. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord The Seller shall provide Tenant the Buyer with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment accounting firm’s written report within thirty (30) daysdays of completion of such report. In additionIf the accounting firm concludes that the Buyer underpaid the Additional Earnout to the Seller, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord then the Buyer shall pay the amount due within thirty (30) days after the day the Seller delivers the accounting firm’s written report to Tenantthe Buyer. If the accounting firm concludes that the Buyer overpaid the Additional Earnout to the Seller, Tenantthen the Seller shall pay the amount due within thirty (30) days after the day the Seller delivers the accounting firm’s reasonable written report to the Buyer. The Seller shall bear the full cost of conducting such auditaudit unless such audit discloses that the underpayment of the Earnout Payment and the Additional Earnout by the Buyer for the period audited is greater than 5% from the amount actually paid, not in which case: (i) the Buyer shall pay the fees and expenses charged by the accounting firm; (ii) the Buyer shall pay interest on the amount of the underpayment at the rate of 10% per annum from the time when such underpayment was originally due to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant the Seller; and (iii) thereafter the Seller shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of conduct the audit all Rent when dueas set forth in this Section 2(i) no more than once each fiscal quarter.

Audit Rights. Tenant may, may within one hundred eighty (180) 120 days after receiving Landlord’s 's statement of Operating Expenses or Taxes, and Taxes give Landlord written notice (“"Review Notice”") that Tenant intends to review Landlord’s 's records of the Operating Expenses or and Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearyear. Within a reasonable 90 days time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a licensed CPA firm. Notwithstanding the foregoing, Landlord agrees that Tenant may retain a third party agent to review Landlord's books and records which is not a CPA firm, so long as the third party agent retained by Tenant shall have expertise in and familiarity with general industry practice with respect to the operation of and accounting for a first class office building and whose compensation shall in no way be contingent upon or correspond to the financial impact on Tenant resulting from the review. Tenant shall be solely responsible for all costs expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses or Taxes for the Building for the year or base year in question were less than stated by more than 5%, Landlord within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse tenant for comparisonthe reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Within one hundred eighty (180) 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “"Objection Notice”") stating in reasonable detail any objection to Landlord’s 's statement of Operating Expenses or and Taxes for that year. If Tenant fails to give Landlord an Objection Notice within the years under review. 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord’s 's statement of Expenses or and Taxes and shall be barred from raising any claims regarding the Operating Expenses or and Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described aboveyear. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Tenants Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or and Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or and Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) 30 days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s 's records or to dispute any statement of Operating Expenses or and Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.

Audit Rights. Notwithstanding any sections of the Lease to the contrary, in the event of any dispute regarding the amount due as Common Area Expense, Tenant mayshall have the right, within one hundred eighty (180) days after receiving reasonable notice and at reasonable times, to inspect and photocopy Landlord’s statement accounting records at such location as Landlord may designate in Orange County, California. If, after such inspection and photocopying, Tenant continues to dispute the amount of Operating Expenses or TaxesCommon Area Expense, give Landlord written notice (“Review Notice”) that Tenant intends shall be entitled to retain an independent company to audit and/or review Landlord’s records to determine the proper amount of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Common Area Operating Expense Base Year due from Tenant. Such inspection and Tax Base Year. Within a reasonable time audit rights shall lapse with respect to the period covered by Landlord’s statement given under Paragraph 18.07 (“Statement”) unless exercised by Tenant within eighteen (18) months after receipt of the Review Notice, Landlord Statement. Such audit company shall make all pertinent records available for inspection by electronic files be compensated only on a flat fee or hourly basis. No such audit company shall be compensated in whole or in hard copy part on a contingency fee basis. If such audit or review reveals that Landlord has overcharged Tenant, then within thirty (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (18030) days after the records results of such audit are made available to Landlord, Landlord shall reimburse Tenant the amount of such overcharge. If the audit reveals that Tenant was undercharged, then within thirty (30) days after the results of the audit are made available to Tenant, Tenant shall have reimburse Landlord the right amount of such undercharge. If Landlord desires to give contest such audit results, Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for may do so by submitting the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt results of the statement for audit to arbitration to the next succeeding Calendar Year or fails to provide Landlord with a Review Notice American Arbitration Association in Orange, California, under its Commercial Rules within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before of receipt of the date proposed by Tenantresult of the audit, for up to one (1) month to a date convenient to Landlord’s property manager and the arbitration shall be final and binding upon Landlord and Tenant. Landlord Judgment on the award can be entered in a court of competent jurisdiction. Landlord’s obligation, if any, to pay such overage shall be provided with a copy abated during such arbitration proceeding. Tenant agrees to pay the cost of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstratesprovided that, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, reveals that Landlord’s determination of Common Area Operating Expense due from Tenant shall pay Landlord the amount of as set forth in any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found Statement sent to be overstated Tenant was in error in Landlord’s favor by more than five three percent (53%)) or more, Landlord shall pay to Tenant, Tenant’s reasonable the cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.

Audit Rights. Tenant may, within one hundred eighty (180) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) Provided that Tenant intends to review notifies Landlord in accordance with the terms of Paragraph 4(f) above that Tenant disputes a statement received from Landlord’s records of , Tenant or its CPA (as defined below) shall have the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and mayright, at Tenant’s sole cost and expense, be copiedprovided that Tenant utilizes a Certified Public Accountant (the “CPA”). Such , upon at least thirty (30) days’ prior notice to Landlord at any time during regular business hours to audit, to review and photocopy Landlord’s records shall set forth in reasonable detail the Operating pertaining to Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the immediately previous calendar year or base year for comparisononly. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant shall have retain a CPA who calculates its fees based upon hours actually worked (as opposed to any incentive, contingency or fee arrangement). Tenant shall complete the right audit and present any disputed charges to give Landlord written notice (an “Objection Notice”) stating Landlord, in reasonable detail any objection to writing, within six months of receipt of Landlord’s statement of Operating Expenses or Taxes for the years under reviewpursuant to Paragraph 4(d). Tenant shall be deemed to have approved If, following Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for audit and any disputed charges (the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice“Report Date”), Landlord disputes the findings contained therein, and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable not able to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment resolve their differences within thirty (30) daysdays following the Report Date, the dispute shall be resolved by binding arbitration as follows: Landlord and Tenant shall each designate an independent certified public accountant, which shall in turn jointly select a third independent Certified Public Accountant (the “Third CPA”). In additionThe Third CPA, within thirty (30) days of selection, shall, at Tenant’s sole expense, audit the relevant records and certify the proper amount within. That certification shall be final and conclusive. If the Third CPA determines that the amount of Expenses billed to Tenant was incorrect, the appropriate party shall pay to the other party the deficiency or overpayment, as applicable, within thirty (30) days following delivery of the Third CPA’s decision, without interest. Tenant agrees to keep all information thereby obtained by Tenant confidential and to obtain the agreement of its CPA and the Third CPA to keep all such information confidential. Tenant shall provide a copy of such CPA agreements to Landlord promptly upon request. Notwithstanding anything herein to the contrary, if as such refund owing exceeds the aggregate amount properly payable by Tenant pursuant to the terms of this Lease by five percent (5%) or more, then Landlord shall pay at such time any reasonable out-of-pocket audit expenses. For purposes of determining whether the actual amount of Expenses paid by Tenant during a result of an audit, Operating Expenses or Taxes are found to be overstated calendar year exceeds the amount properly payable by Tenant hereunder by more than five percent (5%), the parties shall take into account amounts improperly included by Landlord in the calculation of Expenses, but shall pay exclude any amount attributable to Tenanta disagreement over or an improper determination of an amortization period. By way of example only, Tenant’s reasonable cost the parties shall take into account an amount charged to Tenant but specifically excluded under the terms of conducting such auditthis Lease, not but shall disregard any excess amount improperly included within Expenses attributable to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement utilization of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the an incorrect amortization period of the audit all Rent when duefor capital expenses.

Audit Rights. Tenant mayTenant, within one hundred eighty (180) 365 days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, to which the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearstatement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year or base year in question were less than stated by more than 7%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for comparisonthe reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Within one hundred eighty (180) 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or Taxes for fails to provide Landlord with a Review Notice within the years under review. 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.

Audit Rights. Tenant mayTenant, within one hundred eighty (180) 365 days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, may give Landlord written notice (“Review Notice”) that Tenant intends Intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar the calender year and, if Tenant so chooses, to which the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearstatement applies. Within a reasonable time after receipt of or the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or base year commonwealth where the Property is located. Tenant shall be solely responsible for comparisonall costs, expenses and fees incurred for the audit. Within one hundred eighty (180) 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 80 day period or Taxes for fails to provide Landlord with a Review Notice within the years under review. 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described aboveyear. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than October 20, 2005 Matter ID Number: 22124 2 reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) 30 days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due. October 20, 2005 Matter ID Number: 22124 3 EXHIBIT C WORK LETTER This Exhibit is attached to and made a part of the Lease by and between CA-POINT WEST LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and DIGITAL MUSICWORKS INTERNATIONAL, INC., a California corporation (“Tenant”) for space in the Building located at 0000 Xxxxx Xxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxx. INTENTIONALLY OMITTED October 20, 2005 Matter ID Number: 22124 1 EXHIBIT D

Audit Rights. Tenant mayor its agent shall have the right, within one hundred eighty for a period of ninety (18090) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the 's receipt of the statement of actual CAM Costs for each Calendar Year, and upon giving reasonable notice to Landlord and during normal business hours, to audit, review and inspect at Landlord's offices Landlord's bills, invoices and records applicable to the next succeeding actual CAM Costs for that particular Calendar Year or fails to provide Landlord with a Review Notice within verify the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the periodCAM Costs. Such professional auditors may notaudit, howeverreview and inspection shall be at Tenant's sole cost, be engaged on a contingent fee basisexcept as otherwise provided below. Such an audit may occur not more often than once Unless otherwise mutually agreed, should such audit, review or inspection result in a year; dispute by Tenant as to the CAM Costs charged by Landlord, such dispute shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office determined by arbitration, in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and jurisdiction in which the Building is owned by an entity located, in which an affiliate accordance with the then current commercial rules of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office American Arbitration Association. The costs of Landlord. Such audit shall occur on the date requested by Tenant which arbitration shall be on not less than fifteen (15) business days’ notice from Tenant to divided equally between Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one except that each party shall bear the cost of its own legal fees, unless (1i) month to the arbitration results in a date convenient to determination that Landlord’s property manager and Tenant. Landlord shall be provided with 's statement contained a copy discrepancy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%)) in Landlord's favor, in which event Tenant shall bear all costs incurred in connection with such arbitration, including, without limitation, reasonable legal fees, or (ii) the arbitration results in a determination that Landlord's statement contained a discrepancy of at least five percent (5%) in Landlord's favor, in which event Landlord shall pay to Tenantbear all costs incurred in connection with such arbitration, Tenant’s reasonable cost of conducting such auditincluding, not to exceed $15,000.00, plus, if applicablewithout limitation, reasonable travel costs to Indianapolis legal fees. If such review, audit or inspection reveals that Landlord overstated Tenant's obligation for necessary auditing staffCAM Costs in any Calendar Year, the excess shall be credited against Tenant's next monthly payments of CAM Costs. The records obtained by If such review, audit or inspection reveals that Landlord understated Tenant's obligation for CAM Costs in any Calendar Year, Tenant shall be treated pay the total amount of such deficiency to Landlord within thirty (30) days after such determination. During the pendency of any audit or arbitration proceedings as confidential. In no event provided for in this Section, Tenant shall Tenant be permitted continue to examine Landlord’s records or to dispute any statement make payments of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when dueCAM Costs as required by this Lease.

Audit Rights. Tenant mayTenant, within one hundred eighty (180) 365 days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that the calendar year and, if Tenant so chooses, to which the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearstatement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state where the Project is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Landlord shall either refund any overpayment by Tenant or base year for comparisonapply such overpayment to the next installment(s) of Rent due, in accordance with Section 1.02 above. Within one hundred eighty (180) 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or Taxes for fails to provide Landlord with a Review Notice within the years under review. 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due. Notwithstanding the foregoing, if any audit establishes that any line item of Expenses was improperly calculated, Tenant shall be entitled to review that particular line item for any preceding calendar year during the Term to determine whether the error was also made in such prior calendar years, and if any overcharge for such line item is discovered, Tenant shall be entitled to a refund in the manner set forth herein. The records obtained by Tenant shall be treated as Confidential Information (as defined in Section 7 of Exhibit F to the Lease). EXHIBIT C WORK LETTER This Exhibit is attached to and made a part of the Lease by and between CA-ONE MARKET LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and XXXXXXXXXX.XXX, INC., a Delaware corporation (“Tenant”) for space in the Spear Tower in the Building located at One Market, San Francisco, California. As used in this Work Letter, the “Premises” shall be deemed to mean the Initial Premises and the Additional Premises, as initially defined in the attached Lease.

Audit Rights. 4.01 Landlord grants to Tenant a right to inspect and/or audit Landlord's books and records with respect to the Expenses and Taxes for the period covered in a given Landlord's Statement, as follows: Tenant may, within one hundred eighty twenty (180120) days after receiving Landlord’s statement of Operating Expenses or Taxes's Statement, give Landlord written notice (“"Review Notice”") that Tenant intends to review Landlord’s 's records of the Operating Expenses or and/or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearyear. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, including Tenant may either inspect the records at such other location or pay for the previous reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit and any dispute resolution process, unless it is determined (by the process set forth hereinafter) that Landlord overstated Expenses or Taxes by more than four percent (4.0%) in total for such calendar year or base year for comparisonin which case Landlord shall pay the Tenant's reasonable third-party fees and expenses incurred in any dispute resolution procedure, and shall reimburse to Tenant its reasonable third-party audit costs. Within one hundred eighty ninety (18090) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “"Objection Notice”") stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes 's Statement for the years under reviewrelevant year. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if If Tenant fails to give Landlord an Objection Notice within the 180 ninety (90) day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 one hundred twenty (120) day period described above, Tenant shall be deemed to have approved Landlord's Statement and shall be barred from raising any claims regarding the Expenses and Taxes for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant the parties shall work together in use their good faith efforts to resolve any issues raised in such dispute within thirty (30) days following Tenant’s 's delivery of such Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient Notice to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by TenantTenant until exhausted, or if this Lease shall have expired or been terminated, any excess shall be paid to Tenant by check within thirty (30) days after such expiration or termination, less any amount retained by Landlord and deemed reasonably necessary to cure any then-existing default on the part of Tenant (i.e., beyond the giving of applicable notice and the passage of applicable grace periods); such excess repayment obligation shall survive the expiration or earlier termination of this Lease. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s 's records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.

Audit Rights. Within 90 days after Landlord furnishes its statement of actual Operating Expenses for any calendar year (including the Base Year) (the “Audit Election Period”), Tenant may, within one hundred eighty (180) days after receiving Landlord’s statement of Operating Expenses or Taxesat its expense, give Landlord by written notice (“Review Audit Notice”) that Tenant intends to review Landlord, elect to audit Landlord’s records of the Operating Expenses or Taxes for that such calendar year andonly, if Tenant so chooses, subject to the Calendar Year immediately preceding and/or following conditions: (1) there is no uncured event of default under this Lease; (2) the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies audit shall be provided at prepared by an independent certified public accounting firm of recognized national or regional standing; (3) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (4) the Building and may, at Tenant’s expense, be copied). Such records audit shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) commence within 30 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of makes Landlord’s books and records relating available to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve Tenant’s auditor (12) months (plus any period for which Landlord defers shall do within thirty (30) days after the Audit Notice) and shall conclude within 60 days after commencement; (5) the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular Landlord’s normal business hours at the location where Landlord maintains its books and records (within the United States of America) and shall not unreasonably interfere with the conduct of Landlord’s property manager business; (6) Tenant and its accounting firm shall treat any audit in a confidential manner and shall each execute a commercially reasonable confidentiality agreement for Landlord’s benefit prior to commencing the audit; and (7) the accounting firm’s audit report shall, at its office no charge to Landlord, be submitted in draft form for Landlord’s review and comment before the Bostonfinal approved audit report is delivered to Landlord, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned any reasonable and accurate comments by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which Landlord shall be on incorporated into the final audit report. This paragraph shall not less than fifteen (15) business days’ notice from Tenant be construed to Landlord and may be deferred by Landlordlimit, by notice suspend, or xxxxx Tenant’s obligation to Tenant given at least ten (10) business days before the date proposed by Tenantpay Rent when due, for up to one (1) month to a date convenient to Landlord’s property manager and Tenantincluding estimated Excess Operating Expenses. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such credit any overpayment determined by the final audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit report against the next installment Rent due and owing by Tenant or, if no further Rent is due, refund such overpayment directly to Tenant within 30 days of Rent in the amount of the overpayment by Tenantdetermination. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment determined by the final audit report within thirty (30) days30 days of determination. In addition, if as a result The foregoing obligations shall survive the expiration or termination of an audit, this Lease. If Tenant does not give written notice of its election to audit Landlord’s Operating Expenses during the Audit Election Period, Landlord’s Operating Expenses for the applicable calendar year shall be deemed approved for all purposes, and Tenant shall have no further right to review or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staffcontest the same. The records obtained by right to audit granted hereunder is personal to the initial Tenant named in this Lease and to any assignee approved or permitted pursuant to Article 11 below and shall not be treated as confidential. In no event shall Tenant be permitted available to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period subtenant under a sublease of the audit all Rent when duePremises.

Audit Rights. Within 60 days after Landlord furnishes its statement of actual Operating Expenses for any calendar year (including the Base Year) (the “Audit Election Period”), Tenant may, at its expense, elect to audit Landlord’s Operating Expenses for such calendar year only, subject to the following conditions: (1) there is no uncured event of default, under this Lease; (2) the audit shall be prepared by an independent certified public accounting firm of recognized national standing; (3) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (4) the audit shall commence within one hundred eighty (180) 30 days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of makes Landlord’s books and records relating available to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a yearTenant’s auditor and shall conclude within 60 days after commencement; shall be conducted within twelve (125) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular Landlord’s normal business hours at the location where Landlord maintains its books and records and shall not unreasonably interfere with the conduct of Landlord’s property manager business; (6) Tenant and its accounting firm shall treat any audit in a confidential manner and shall each execute Landlord’s confidentiality agreement for Landlord’s benefit prior to commencing the audit; and (7) the accounting firm’s audit report shall, at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant no charge to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days be submitted in draft form for Landlord’s review and comment before the date proposed by Tenant, for up to one (1) month to a date convenient final approved audit report is delivered to Landlord’s property manager , and Tenant. any reasonable comments by Landlord shall be provided with a copy of such third-party auditincorporated into the final audit report. If Notwithstanding the foregoing, Tenant shall have no right to conduct an audit if Landlord and furnishes to Tenant determine without a third party audit, or if such an audit demonstrates, that Operating Expenses or Taxes report for the calendar year are less than reportedin question prepared by an independent certified public accounting firm of recognized national standing (whether originally prepared for Landlord or another party). This paragraph shall not be construed to limit, suspend, or xxxxx Tenant’s obligation to pay Rent when due, including estimated Operating Expenses. Landlord shall provide Tenant with a credit any overpayment determined by the final approved audit report against the next installment Rent due and owing by Tenant or, if no further Rent is due, refund such overpayment directly to Tenant within 30 days of Rent in the amount of the overpayment by Tenantdetermination. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment determined by the final approved audit report within thirty (30) days30 days of determination. In addition, if as a result The foregoing obligations shall survive the expiration or termination of an audit, this Lease. If Tenant does not give written notice of its election to audit Landlord’s Operating Expenses during the Audit Election Period, Landlord’s Operating Expenses for the applicable calendar year shall be deemed approved for all purposes, and Tenant shall have no further right to review or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staffcontest the same. The records obtained by right to audit granted hereunder is personal to the initial Tenant named in this Lease and to any assignee under a Permitted Transfer (defined below) and shall not be treated as confidential. In no event shall Tenant be permitted available to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period subtenant under a sublease of the audit all Rent when duePremises.

Audit Rights. Tenant may, within one hundred eighty (180) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year and, if Tenant so chooses, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant shall have the right right, at Tenant's sole cost and expense, provided Tenant utilizes a Certified Public Accountant ("CPA"), upon at least thirty (30) days prior notice to give Landlord written notice (an “Objection Notice”) stating in reasonable detail at any objection time during regular business hours, and no more frequently than twice per calendar year, to audit Landlord’s statement 's records pertaining to Operating ***** Confidential portions of Operating the material have been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatement Requested Expenses or Taxes for the years under reviewimmediately previous calendar year only. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Any disputes between Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination concerning Xxxxxxxx's accounting of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; Additional Rent shall be conducted within twelve resolved using generally accepted accounting principles (12) months "GAAP"). If it is determined from Tenant's audit of such operating expenses that Tenant was overcharged by more than three percent (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest3%), such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit overcharge shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from entitle Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the its next installment payment of Rent in Reimbursable Operations Costs the amount of the overpayment overcharge and the costs incurred by Tenant. LikewiseTenant with the audit (and, if such credit occurs following the expiration of the Term, Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment such credit to Tenant within thirty (30) days. In addition, if as a result days after Landlord's receipt of an audit, Operating Expenses or Taxes are found to be overstated by more invoice from Tenant). If the audit determines that the Tenant was overcharged less than five three percent (53%), Landlord such overcharge shall entitle Tenant to credit against its next payment of Reimbursable Operations Costs the amount of the overcharge and Tenant shall pay for all costs incurred by Tenant with the audit. If the audit shall determine that Tenant was undercharged for the Reimbursable Operations Costs, Tenant shall promptly pay the amount of such undercharge to Tenant, Tenant’s reasonable cost Landlord and Tenant shall pay for all costs incurred by Tenant with the audit. Permitted Assignees of conducting such audit, Tenant may only audit periods for which they occupy the Premises and subtenants of Tenant are not entitled to exceed $15,000.00, plus, if applicable, reasonable travel costs any audit rights. Xxxxxx agrees to Indianapolis for necessary auditing staff. The records keep all information thereby obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.

Audit Rights. Tenant mayTenant, within one hundred eighty (180) 365 days after receiving Landlord’s statement of Operating Expenses or TaxesExpenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that the calendar year and, if Tenant so chooses, to which the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Yearstatement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, including Tenant may either inspect the records at such other location or pay for the previous calendar year reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or base year commonwealth where the Property is located. Landlord agrees that Tenant may retain a third party agent to review Landlord’s books and records which third party agent is not a CPA firm, so long as the third party agent retained by Tenant shall have expertise in and familiarity with general industry practice with respect to the operation of and accounting for comparisona first class office building and whose compensation shall in no way be contingent upon or correspond to the financial impact on Tenant resulting from the review. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within one hundred eighty (180) 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or Taxes for fails to provide Landlord with a Review Notice within the years under review. 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.. EXHIBIT C

Audit Rights. Tenant mayTo the extent that Sublandlord has such rights under ------------ the Prime Lease, within one hundred eighty on reasonable advance notice and provided Subtenant is not in then in default beyond any applicable cure period, Sublandlord shall make available for a reasonable period of time to Subtenant, during the ninety (18090) days after receiving Landlord’s following Subtenant's receipt from Sublandlord of the final statement of Operating Expenses or Taxesthe Building operating expenses for a calendar year, give Landlord Sublandlord's books and records maintained with respect to the operating expenses for the applicable calendar year. Such audit shall be conducted only during regular business hours at the office where Sublandlord maintains expense records, and shall be conducted by an independent accounting firm. Subtenant shall use the information contained in Sublandlord's books and records solely for the purpose of determining the accuracy of the final statement of the operating expenses in question and shall keep such information and the fact that Subtenant is examining Sublandlord's books and records confidential and shall not disclose any of such information in any manner whatsoever. If Subtenant wishes to contest any item within any such final operating expense statement, Subtenant shall do so in a written notice received by Sublandlord within sixty (“Review Notice”60) days following the commencement of Subtenant's actual access to Sublandlord's books and records as aforesaid, which notice shall specify in detail the item or items being contested and specific grounds therefor. However, the giving of notice shall not relieve Subtenant from the obligation to pay any deficiency in such statement in accordance with this Sublease, provided, however, that Tenant intends to review Landlord’s records the payment of such amount itself shall not constitute an acceptance by Subtenant of the Operating Expenses accuracy of such statement until a final determination as herein provided, or Taxes for until Subtenant fails to timely give any notice to Sublandlord of the contest of any item of the operating expenses as herein provided. If Subtenant timely gives such a notice to contest to Sublandlord, any dispute with respect to any item or items in such statement, including any calculations therein, shall be submitted to binding arbitration, in accordance with the standards and rules established by the American Arbitration Association, whose decision shall be binding on the parties. Only in the event that calendar year andSubtenant retains a non- contingent fee based auditor and such review by an arbitration panel discloses an error on the part of Sublandlord of five percent (5%) or more of total operating expenses shall Sublandlord pay the fees of the arbitrators with respect to any such dispute, otherwise, the fees shall be paid by Subtenant. Notwithstanding anything else to the contrary, if Tenant so choosesSubtenant fails to timely pay any deficiency in such statement in accordance with the Sublease, the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Noticewhether or not contested, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and mayif Subtenant fails to timely give notice to audit or contest as herein provided, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant, Tenant Subtenant shall have the no further right to give Landlord written notice (an “Objection Notice”) stating contest any item or items in reasonable detail any objection to Landlord’s such statement of Operating Expenses or Taxes for the years under review. Tenant and Subtenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, accepted such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when duestatement.

Audit Rights. Tenant may, within one hundred eighty (180Notwithstanding anything to the contrary contained in this Subparagraph 5(f) days after receiving Landlord’s statement of Operating Expenses or Taxes, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for that calendar year andelsewhere in this Lease, if Tenant so chooses, disputes the Calendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt amount of the Review Notice, Landlord shall make all pertinent records available for inspection by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall NNN Charges set forth in reasonable detail any annual reconciliation statement of a prior calendar year's NNN Charges delivered by Landlord to Tenant (the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review, including the records for the previous calendar year or base year for comparison. Within one hundred eighty (180) days after the records are made available to Tenant"Actual Statement"), Tenant shall or an accounting firm selected by Tenant and reasonably satisfactory to Landlord (billing hourly and not on a contingency fee basis) will have the right to give Landlord written not later than two hundred seventy (270) days following receipt of an Actual Statement and upon no less than ten (10) days notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement , to cause Landlord's general ledger of Operating Expenses or Taxes for the years under review. Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes accounts, invoices and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that year if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books other items and records relating related thereto with respect to Operating Expenses the calendar year(s) covered by such Actual Statement(s) to be audited, at no material cost or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which expense to Landlord defers the audit except as provided otherwise set forth in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan areaLease; provided, however, so long as Simon Property Group, Inc. or an affiliate is Tenant shall not have the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, right to perform any such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less more than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month time for each Actual Statement provided by Landlord during the Term. Any audit conducted by or on behalf of Tenant shall be performed at Landlord's office and/or Landlord's property manager's office (at Tenant's sole election, it being the intent of the parties that Tenant shall have access to all records related to the Premises whether located at Landlord's office or Landlord's property manager's office) during Landlord's normal business hours and in a date convenient manner so as to minimize interference with Landlord’s property manager and Tenant's business operations. Landlord shall be provided use commercially reasonable efforts to cooperate with a copy of such third-party audit. If Landlord and Tenant determine without a third party Tenant's audit, and shall allow Tenant or if Tenant's auditing team to make photocopies of any of Landlord's ledgers, invoices or other items and records pertaining to such audit demonstratesaudit; provided, that Operating Expenses or Taxes for the calendar year are less than reportedhowever, Landlord shall provide not be obligated to make such photocopies on Tenant's behalf. Pending completion of any such audit, Tenant with agrees to pay Landlord any such disputed amount of NNN Charges. If such audit discloses an overpayment by Tenant, Tenant shall receive a credit against the next installment of Rent Tenant's future NNN Charges in the amount of such overpayment until exhausted, or in the event such overpayment is determined following the expiration or earlier termination of this Lease, such overpayment shall be paid by Landlord to Tenant within thirty (30) days after such determination is made. If such audit discloses an underpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay to Landlord the amount of any such underpayment within thirty (30) daysdays after such determination is made. In additionThe amounts subsequently payable under this Subparagraph 5(f) by Landlord to Tenant or Tenant to Landlord, as the case may be, will be appropriately adjusted on the basis of such audit. Additionally, if as such audit discloses a result liability for further refund by Landlord to Tenant in excess of an audit, Operating Expenses or Taxes are found to be overstated by more than five three percent (53%)) of the NNN Charges previously made by Tenant for such calendar year, Landlord shall pay to Tenant will receive a credit against Tenant, Tenant’s 's future NNN Charges for the reasonable cost of conducting an audit performed by a third party; otherwise the cost of such audit including Landlord's costs incurred in complying with such audit will be borne by Tenant. To the extent Landlord must pay the cost of such third party audit, such cost shall not exceed a reasonable hourly charge for a reasonable amount of hours spent by such third-party in connection with the audit. Tenant agrees to keep, and to use commercially reasonable efforts to cause its accountant and employees to keep, all information revealed by any audit of Landlord's books and records strictly confidential and not to disclose any such information or permit any such information to be disclosed to anyone other than Landlord, unless compelled to do so by a court of law in connection with the resolution of any dispute related to such audit. In the event of any dispute Landlord and Tenant over the amount of NNN Charges or the results of any audit pertaining thereto, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant such dispute shall be treated as confidential. In no event shall Tenant be permitted dispute resolved and determined by binding arbitration pursuant to examine Landlord’s records or to dispute any statement the terms of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when dueParagraph 36(l) below.