Common use of Operating Expenses Clause in Contracts

Operating Expenses. Beginning on the Commencement Date and continuing throughout the Term, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred by Landlord with respect to the maintenance and operation of the Building including, without limitation: (i) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion of the Building; (vii) deductibles on insurance loss; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditure.

Operating Expenses. Beginning (as such term is hereby defined) shall include all costs and expenses and reasonable reserves, determined in accordance with generally accepted accounting principles, consistently applied, and incurred by Landlord in connection with the ownership, operation and maintenance of the Property including without limitation: all materials, equipment and supplies, together with all service, maintenance, and labor agreements, relative to the maintenance, repair and replacement, as necessary, of the Premises and the common areas of the Property and all electrical, plumbing and mechanical systems therein; all utilities and related expenses and deposits, including costs incurred in connection with any energy management program for the Property; all landscaping stock, equipment and maintenance agreements; all janitorial services, equipment and supplies; snow removal; fire protection and security (if provided); any private trustee or indenture charges; maintenance, repair and replacement, as necessary, of the sprinkler systems, downspouts, gutters and nonstructural portions of the roof; the paving, resealing and/or re-striping of all parking facilities, access roads, driveways, sidewalks and passageways; heating, ventilation and air conditioning (“HVAC”) of the Property, as well as all maintenance, repairs and any replacements to the HVAC units servicing the Property; all Property signage; all wages/salaries, fees and commissions and related benefits of all employees and independent contractors engaged in the operation and management of the Property, together with any applicable social security taxes, employment taxes or other taxes levied against such wages/salaries; premiums and deductibles for liability, property damage, fire, workers compensation, rent and mortgage insurance, and any other insurance which Landlord deems necessary to carry on, for or in connection with the operation of the Property, or for the protection of the Property, and the interests of Landlord and Landlord’s agents and mortgagees; management fees; cleaning and vermin extermination; capital improvements which are required by any governmental authority to keep the Property in compliance with all applicable statutes, codes and regulations; capital improvements which reduce other Operating Expenses, but in an amount not to exceed the reduction of Operating Expenses for the relevant year; the rental and/or amortized costs of any machinery or equipment used in connection with the operation or maintenance of the Property; and all other expenses incurred by Landlord for or on behalf of the Property. For purposes of establishing the amount of Operating Expenses for the Base Year, Operating Expense shall not include any unique or extraordinary expenses as reasonably determined by Landlord, such as those caused by any strikes, shortage of materials, utility blackouts, terrorism, or one-time assessments. Operating Expenses shall not include: any expense chargeable to a capital account or capital improvement (other than aforesaid); ground leases; principal or interest payments on any mortgage or deed of trust on the Commencement Date Property; any amount for which Landlord is reimbursed through insurance, by third persons, or directly by other tenants of the Property; brokers commissions and continuing throughout other expenses incurred in the leasing of space to tenants in the Property. In the event the Property is not fully occupied in the initial calendar year or during any subsequent calendar year during the Term, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share of then those Operating Expenses of the Property which are variable for that year (that is, those Operating Expenses which change depending upon the occupancy level of the Property (such as defined below janitorial costs and usage of electricity), as distinguished from those Operating Expenses which do not change depending upon the occupancy level of the Property (such as landscaping costs and casualty insurance)), shall be deemed to be increased by an amount reasonably determined by Landlord to reflect the Operating Expenses which would have been expended had the Property been fully occupied. Similarly, in the event Landlord is not furnishing any particular work or service to a tenant who has undertaken to perform such work or service in lieu of Landlord, the Operating Expenses shall be deemed to be increased by an amount reasonably determined by Landlord to reflect the Operating Expenses which would have been expended had Landlord performed such work or service. Nothing contained in this Section 2.2.14(b) for the building of which shall be construed as requiring Landlord to perform any services or make any expenditure with respect to the Premises are a part (or the “Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that Property unless such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise obligation is expressly set forth in this Lease, all costs and expenses incurred by Landlord with respect to the maintenance and operation of the Building including, without limitation: (i) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion of the Building; (vii) deductibles on insurance loss; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust have the right to invoice Tenant monthly, quarterly, or otherwise from time to time, for Tenant’s Proportionate Share of the Taxes and Operating Expenses, as reasonably estimated by Landlord; and Tenant shall pay to Landlord, as Additional Rent, those amounts for which Tenant is invoiced within thirty (30) days after receipt of said invoice. Any monies paid in advance to Landlord by Tenant shall not accrue interest thereon. After each calendar year, Landlord shall deliver a statement to Tenant setting forth Tenant’s actual obligation for Taxes and Operating Expenses, and the total amount of payments paid by Tenant to Landlord for such purposes. In the event Tenant’s actual obligation for Taxes and/or Operating Expenses exceeds Tenant’s payments for such respective purposes, Tenant shall pay the applicable difference to Landlord within thirty (30) days after receipt of Landlord’s statement. Conversely, in the event the Premises or Building are expanded or reduced. Tenant’s respective payments toward Taxes and/or Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser exceed Tenant’s actual obligation for each of the useful life thereof same, Landlord shall either refund the applicable overpayment to Tenant or credit said overpayment against Tenant’s obligation for federal income tax purposes such specific expense in the forthcoming year. In the event Taxes or Operating Expenses in any calendar year are less than the respective Taxes and Operating Expenses for the Base Year, Tenant shall not receive a refund or credit against any Tax or Operating Expense obligation in that same or any subsequent calendar year. If upon the expiration or earlier termination of this Lease there is accrued but unbilled Additional Rent, Tenant’s obligation with respect to any amounts owed to Landlord shall survive; and, at Landlord’s option, Tenant shall either (i) pay such amounts after the expiration of the Term when such Additional Rent has been accurately determined within fifteen (15) years anddays after receipt of Landlord’s statement, if paid or (ii) pay an amount reasonably estimated by Landlord prior to the expiration of the Term. Within thirty (30) days after receipt of each year-end statement, Tenant shall have the right, at Tenant’s sole cost and not expense, to inspect and audit Landlord’s records with respect to Tenant’s Proportionate Share of Additional Rent, which audit shall be passed-through at the accounting office of Landlord, upon not less than ten (10) days prior written notice, during Landlord’s normal business hours, subject to Tenant on execution of a confidentiality agreement acceptable to Landlord, and provided that basis (provided that, if Tenant agrees utilizes an independent accountant to pay perform such review it shall be one of national standing which is reasonably acceptable to Landlord, is not compensated on a contingency basis and is also subject to such confidentiality agreement. Except as aforesaid, Landlord shall not be obligated to provide Tenant with detailed summaries or receipts for such capital expenditure up front any expenses incurred by or on an alternative payment schedulebehalf of the Property, then any payment made but Landlord shall provide Tenant with one or more statements setting forth such expenses, categorized by class and amount. Unless Tenant attributable timely elects to any period audit such records and asserts specific errors within ninety (90) days after receipt of time after the Term expires such year-end statement, said statement shall be paid or reimbursed by Landlord deemed to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditurebe correct.

Operating Expenses. Beginning During each month of the Lease Term, on the Commencement Date and continuing throughout same date that Base Rent is due, Tenant shall pay Landlord an amount equal to 1/12 of the Termannual cost, T▇▇▇▇▇ agrees as estimated by Landlord from time to pay as “Additional Rent” its time, of Tenant’s Proportionate Share (hereinafter defined) of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Project or Building”) and . Payments for any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Leasefractional calendar month shall be prorated. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, means all costs and expenses incurred by Landlord with respect to the maintenance ownership, maintenance, and operation of the Building Project including, without limitationbut not limited to costs of: Taxes (ihereinafter defined) intentionally omittedand fees payable to tax consultants and attorneys for consultation and contesting taxes; (ii) insurance maintained by Landlord pursuant to Section 12insurance; (iii) utilities (except as separately metered utilities; maintenance, repair and paid directly to the utility by Tenant); (iv) maintenance replacement of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion portions of the Building, Premises, and Project, including without limitation, paving and parking areas, roads, non-structural components of exterior walls, non-structural components of the roofs (including the roof membrane), alleys, and driveways, mowing, landscaping, snow removal, exterior painting, utility lines, fire sprinklers and fire protection systems, the current amortized portion of any capital repairs and replacements of all portions of the Building, Premises, and Project, heating, ventilation and air conditioning systems (as defined below), lighting, electrical systems and other mechanical and building systems; amounts paid to contractors and subcontractors for work or services performed in connection with any of the foregoing; charges or assessments of any association to which the Project is subject; a property management or administration fee payable to a property manager, including Landlord, or any affiliate of Landlord, equal to three (vii3%) deductibles on percent of gross receipts due and payable by Tenant to Landlord under this Lease; a deductible for all-risk property insurance lossnot to exceed USD$25,000; (viii) security services, if any; (ix) trash collection collection, sweeping and sweeping; (x) snow debris removal; and additions or alterations made by Landlord to the Project or the Building in order to comply with Legal Requirements (xiother than those expressly required herein to be made by Tenant) or that are appropriate to the continued operation of the Project or the Building as an industrial/warehouse facility in the market area, provided that the cost of any capital improvements additions or alterations that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors required to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever capitalized for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the federal income tax purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-straight line basis over a period equal to the lesser of the useful life thereof as determined by Generally Accepted Accounting Principles. Operating Expenses do not include (a) debt service under mortgages or ground rent under ground leases; (b) leasing commissions, or the costs of renovating space for federal income tax purposes tenants; (c) repairs, alterations, additions, improvements or fifteen replacements made to rectify or correct any defect in the design, materials or workmanship of the Premises, the Building or the Project; (15d) years andcosts of repairs, restoration, replacements or other work occasioned by (i) fire, windstorm or other casualty (including the costs of any deductibles paid by Landlord) and either (aa) payable (whether paid or not) by insurance required to be carried by Landlord under this Lease, or (bb) otherwise paid by insurance then in effect obtained by Landlord (ii) the adjudicated negligence or adjudicated intentional tort of Landlord, or any representative, employee or agent of Landlord, (iii) the act of any other tenant in the Premises, the Building or the Project, or any other tenant’s agents, employees, licensees or invitees to the extent the applicable cost is, in the Landlord’s reasonable judgment, practically recoverable from such person; (e) costs incurred (less costs of recovery) for any items to the extent such amounts are, in Landlord’s reasonable judgment, recoverable by Landlord under a manufacturer’s, materialman’s, vendor’s or contractor’s warranty; (f) non-cash items, such as deductions for depreciation and amortization of the Premises, the Building or the Project and the Premises, the Building or the Project equipment, or interest on capital invested; (g) legal fees, accountants’ fees and other expenses incurred in connection with disputes with other tenants or occupants of the Premises, the Building or the Project or associated with the enforcement of any lease or defense of Landlord’s title to or interest in the Premises, the Building or the Project or any part thereof; (h) costs incurred due to violation by Landlord or any other tenant in the Premises, the Building or the Project of the terms and conditions of any lease; (i) the cost of any service provided to Tenant or other occupants of the Premises, the Building or the Project for which Landlord is entitled to be reimbursed; (j) charitable or political contributions; (k) interest, penalties or other costs arising out of Landlord’s failure to make timely payments of its obligations; or (l) costs, expenses, depreciation or amortization for repairs and replacements required to be made by Landlord under Paragraph 11 of this Lease. If Tenant’s total payments of Operating Expenses for any year are less than Tenant’s Proportionate Share of actual Operating Expenses for such year, then Tenant shall pay the difference to Landlord within 30 days after demand, and if more, then Landlord shall either, at Landlord’s option, retain such excess and credit it against Tenant’s next payments of Operating Expenses or pay such refund to Tenant, except that during the last calendar year of the Lease Term or any extension terms thereof, Landlord shall refund any such excess within 60 days following the termination of the Lease Term or any extension terms thereof, provided that Tenant is not in default of its obligations under this Lease. Any payment required to be paid by Landlord and not Tenant, after the expiration or earlier termination of the Lease shall be passed-through delivered to the most recent address Tenant on that basis has provided to Landlord. With respect to Operating Expenses which Landlord allocates to the entire Project or just the Building, Tenant’s “Proportionate Share” shall be the percentage set forth in Paragraph 1 of this Lease as Tenant’s Proportionate Share of the Project or Tenant’s Proportionate Share of the Building (provided thatas applicable) as reasonably adjusted by Landlord in the future for changes in the physical size of the Premises, if Tenant agrees to pay Building, or the Project. Landlord may equitably increase Tenant’s Proportionate Share for such capital expenditure up front any item of expense or on an alternative payment schedule, then any payment made cost reimbursable by Tenant attributable that relates to any period a repair, replacement, or service that benefits only the Premises or only a portion of time after the Term expires shall Project or Building that includes the Premises or that varies with ▇▇▇▇▇▇’s use. The estimated Operating Expenses for the Premises set forth in Paragraph 1 of this Lease are only estimates, and Landlord makes no guaranty or warranty that such estimates will be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditureaccurate.

Operating Expenses. Beginning Throughout the Term of this Lease, commencing on the Commencement Date and continuing throughout the TermDate, T▇▇▇▇▇ Tenant agrees to pay Landlord as “Additional Rent” its Proportionate additional rent in accordance with the terms of this Section 4, Tenant's Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which taxes and insurance for the Premises are a part (the “Building”) Project and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, for all costs and expenses incurred by Landlord with respect to for the maintenance operation, maintenance, repair, and operation replacement of the Building Project including, without limitation: (i) intentionally omittedany form of real property tax, assessment, license fee, license tax, business license fee, commercial rental tax, levy, charge, improvement bond or similar imposition of any kind or nature imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof; (ii) any and all assessments under any covenants, conditions and restrictions affecting the Project; (iii) water, sewer and other utility charges; (iv) costs of insurance maintained obtained by Landlord pursuant to Section 1221 of this Lease; (iiiv) utilities waste disposal and janitorial services; (except as separately metered vi) security; (vii) labor; (viii) management costs including, without limitation: (A) wages and paid directly salaries (and payroll taxes and similar charges ) of property management employees, and (B) management office rental, supplies, equipment and related operating expenses and commercially reasonable management/administrative fees; (ix) supplies, materials, equipment and tools including rental of personal property; (x) repair and maintenance of the structural portions of the buildings within the Project, including the plumbing, heating, ventilating, air-conditioning and electrical systems installed or furnished by Landlord; (xi) maintenance, sweeping, repairs, resurfacing, and upkeep of all parking and other Common Areas; (xii) amortization on a straight line basis over the useful life [together with interest at the Interest Rate on the unamortized balance] of all capitalized expenditures which are: (A) reasonably intended to produce a reduction in operating charges or energy consumption; or (B) required under any governmental law or regulation that was not applicable to the utility Project as of the Commencement Date (however, if such expenditure by Landlord is required solely due to Tenant's particular use, occupancy or alteration of the Premises, then regardless of when such law or regulation became in effect, Tenant shall be responsible for all of such expenditure); or (C) for replacement or restoration of any Project equipment and/or improvements needed to operate and/or maintain the Project at the same quality levels as prior to the replacement or restoration; (xiii) gardening and landscaping; (xiv) maintenance of signs (other than signs of tenants of the Project); (ivxv) personal property taxes levied on or attributable to personal property used in connection with the Common Areas; (xvi) reasonable accounting, audit, verification, legal and other consulting fees; and (xvii) any other costs and expenses of repairs, maintenance, painting, lighting, cleaning, and similar items, including appropriate reserves. Notwithstanding anything to the contrary in the definition of Operating Expenses set forth in this Lease, Operating Expenses shall not include the following: (a) depreciation on the Building and Project; (b) interest, principal, points and fees on debt or amortization on any mortgages and deeds of trust or other debt instruments secured by the Building or the Project or any underlying ground lease; (c) costs of repairs and general maintenance paid from insurance proceeds but excluding the amount of any deductibles paid by Landlord; (d) repairs and replacements covered by warranties or guaranties (to the extent actually collected by Landlord); and the cost of any repairs, alterations and additions made to rectify or correct any major defects or significant design errors relating to the initial design or construction of the Building and all associated systems serving the Building; Project; (ve) intentionally omitted; costs of items considered capital repairs, replacements, improvements and equipment under generally accepted accounting principles consistently applied except for those items expressly permitted in clause (vixii) repair above; (f) costs of any portion of the Building; special services rendered to individual tenants (viiincluding Tenant) deductibles on insurance loss; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are for which a special charge is made to the tenant(s) receiving such special services; (g) costs of improvements for other tenants in the Building or Common Areas Project; (h) costs of the Landlord for which a tenant is obligated to separately reimburse Landlord (as opposed to reimbursement of a pro rata share thereof as an Operating Expense), including, for example, taxes and property insurance premiums on improvements for tenants of the Building and Project that are above the building standard; (i) costs incurred by Landlord in connection with the Parties’ express prior written agreement enforcement of the terms and conditions of any lease in the Building or approval Project; (j) all costs, expenses, penalties, damages, fines and judgments from any investigation, site monitoring, containment, cleanup, removal, restoration or other remedial work of any kind or nature required under any local, state or federal law or regulation, any judicial order, or by any governmental or nongovernmental entity or person as to same a result of or in connection with any Hazardous Material or Hazardous Materials contamination; (k) Landlord's general corporate overhead and general and administrative expenses; (l) Marketing costs, including, without limitation, with respect to the nature leasing commissions, attorneys' fees, space planning costs and scope of the capital improvements, any other costs and all plans related thereto, the cost thereof and any and all contractors to be used expenses incurred in connection with the performance thereof and any modification or change to any leasing of the foregoing prior Building or Project; and (m) Overhead and profit increment paid to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever Landlord and Landlord's subsidiaries for any capital improvements that are made goods and/or services in or to the Building, Common Areas, Land and/or the Building or Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed the same exceeds the costs of such goods and/or services rendered by Landlord and Tenant prior to incurring any such capital expenditureunaffiliated third parties on a competitive basis.

Operating Expenses. Beginning Tenant shall pay to Landlord on the Commencement Date and continuing throughout first day of each month during the Term, Tin addition to the Base Rent, ▇▇▇▇▇ agrees ▇▇'s Share of all Operating Expenses in accordance with the following provisions: (a) Operating Expenses" are all costs incurred by Landlord relating to the operation of the Property, including, but not limited to, the following: (i) the operation, repair, maintenance and replacement in neat, clean, good order and condition of the Common Areas, including parking areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways, parkways, driveways, landscaped areas, striping, bumpers, irrigation systems, drainage systems, lighting facilities, fences and gates, exterior signs and tenant directories; (ii) water, gas, electricity, telephone and other utilities servicing the Common Areas; (iii) trash disposal, janitorial services, snow removal, and security services; (iv) Real Property Taxes; (v) premiums for the insurance policies maintained by Landlord under Paragraph 8 of this lease; (vi) monthly amortization of capital improvements to the Common Areas and the Building (the monthly amortization of any given capital improvement shall be the sum of: (A) the quotient obtained by dividing the cost of the capital improvement by Landlord's estimate of the number of months of useful life of such improvement; plus (B) an amount equal to the cost of the capital improvement times 1//12 of the lesser of 12% or the maximum annual interest rate permitted by law); and (vii) maintenance of the Building including, but not limited to, painting, caulking and repair and replacement of Building components, including, but not limited to, roof, elevators and fire detection and sprinkler systems. (b) To the extent Landlord shall determine, in its reasonable discretion, that any of the Operating Expenses shall have been incurred solely for the benefit of Tenant or otherwise solely or substantially as a result of Tenant's use of the demised premises, Landlord shall have the right to require that such Operating Expenses be borne solely by ▇▇▇▇▇▇. The inclusion of the improvements, facilities and services set forth in Paragraph 4.2(a) of this lease shall not be deemed to impose any obligation upon Landlord to either have said improvements or facilities or to provide those services. (c) Tenant shall pay monthly in advance on the same day as “Additional Rent” its Proportionate the Base Rent is due Tenant's Share of estimated Operating Expenses in the amount set forth in Paragraph 1.6 of this lease. Landlord shall deliver to Tenant within 90 days after the expiration of each calendar year a reasonably detailed statement showing ▇▇▇▇▇▇'s Share of the actual Operating Expenses incurred during the preceding year. If Tenant's estimated payments under Paragraph 4.2(c) of this lease during the preceding year exceed ▇▇▇▇▇▇'s Share as indicated on said statement, Tenant shall be credited the amount of such overpayment against ▇▇▇▇▇▇'s Share of Operating Expenses next becoming due hereunder or, if such statement shall relate to the last calendar year falling whole or partially within the Term, any such overage shall be refunded to Tenant within 30 days after the date of such statement. If ▇▇▇▇▇▇'s estimated payments under Paragraph 4.2(c) of this lease during said preceding year were less than Tenant's Share as indicated on said statement, Tenant shall pay to Landlord the amount of the deficiency within 30 days after delivery by Landlord to Tenant of said statement. At any time Landlord may adjust the amount of the estimated Tenant's Share of Operating Expenses to reflect ▇▇▇▇▇▇▇▇'s estimate of such expenses for the year. (as defined below d) In the event that Tenant shall dispute the amounts set forth in any of Landlord's statements regarding actual Operating Expenses, Tenant shall have the right, not later than 180 days following the receipt of any such statement, to review ▇▇▇▇▇▇▇▇'s books and records with respect to the period of time covered by such statement. Any such review by Tenant shall occur upon not less than 10 days' prior notice to Landlord at the place of business of Landlord's property manager or the actual location of Landlord's books and records, if different than the office of Landlord's property manager, during the normal business hours of Landlord or such property manager. If Tenant shall not request a review of any such statement in accordance with the preceding provisions of this paragraph within 180 days following the receipt of Landlord's statement, such statement shall be deemed to be conclusively binding upon Tenant. (e) Notwithstanding anything to the contrary set forth in this Section 2.2.1lease, Operating Expenses shall exclude: (i) bad debt losses, rent losses or reserves for bad debt or rent losses; (ii) the building cost of which the Premises are a part (the “Building”) any electricity or other utilities consumed for Common Areas and any common areas associated therewith taxes levied thereon; (iii) amounts paid to affiliates of Landlord in excess of the competitive costs of the item in question; (iv) the cost of removing and/or abating any asbestos or other Hazardous Substances in or about the Property and any costs incurred as a result thereof; (v) expenses incurred in connection with the construction, refurbishing or expansion of the Building; (vi) transfer, gains, franchise, gift, inheritance, estate and income taxes imposed upon Landlord, any superior lessor or any mortgagee; (vii) costs for which Landlord is reimbursed through a condemnation award, the proceeds of insurance or otherwise, but only to the extent of any such reimbursement; (viii) ground rent, if any, or any other payments under any superior lease; (ix) depreciation, amortization and other, similar noncash items; (x) costs and expenses incurred in connection with the creation, maintenance, modification or negotiation of a mortgage or superior lease (or in litigation with a mortgagee or ground lessor), or other financing or refinancing and all fees payable pursuant to such mortgages, leases, financings or refinancings including, without limitation, paving points, late charges and parking areasother expenses whether similar or dissimilar to the foregoing; (xi) expenses incurred to lease, roadslicense, alleyssell, syndicate, hypothecate, transfer or otherwise dispose of the Building and/or the land thereunder or any portion of the Property (including any interest in Landlord) or any "air" or "development" rights (whether such rights are transferred to or from the Building and/or the land thereunder), including (without limitation) brokerage commissions, attorney's fees and drivewaysdisbursements, landscaping transfer and exterior lighting gains taxes and recording charges; (“Common Areas”xii) damages, attorneys' fees and disbursements paid as a result of a judgment, settlement or arbitration award resulting from any liability of Landlord or Landlord's agents, servants or contractors; (xiii) costs associated with operating the business of the legal entity which constitutes Landlord to the extent that such maintenance the same is separate and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred by Landlord with respect to the maintenance and operation of the Building including, without limitation: (i) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion of the Building; (vii) deductibles on insurance loss; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) apart from the cost of any capital improvements that are made to operating the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect forming and continuing such legal entity and tending to the nature its internal accounting and scope legal affairs); or (xiv) costs of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors services or work provided to be used in connection with the performance thereof and any modification or change to any a particular tenant of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable but not to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage all tenants of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditure.

Operating Expenses. Beginning on the Commencement Date and continuing throughout the Term, T▇▇▇▇▇ Tenant agrees to pay as “Additional Rent” its to Landlord Tenant’s Proportionate Share of all services and other operating expenses of the Project (collectively “Operating Expenses”) that are provided by Landlord with respect to the Project in each calendar year. Operating Expenses shall include all reasonable and necessary expenses incurred by Landlord in the ownership, operation, maintenance, repair and management of the Project in which the Premises are located, including, but not limited to the following: (as defined below in this Section 2.2.1i) for Repair, maintenance, utility costs and landscaping of the building Common Area, including, but not limited to, any and all costs of maintenance, repair and replacement of all parking areas (including bumpers, sweeping, and striping), loading and unloading areas, trash areas, common driveways, sidewalks, outdoor lighting, signs, directories, walkways, parkways, landscaping, irrigation systems, fences and gates and other costs which are allocable to the real property of which the Premises are a part part; (ii) Non-structural repairs to and maintenance of the “Building”) roof (and any common areas associated therewith includingroof membrane), without limitation, paving and parking areas, roads, alleys, and driveways, landscaping skylights and exterior lighting walls of the Building (“Common Areas”including painting); (iii) The costs relating to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred insurance maintained by Landlord with respect to the maintenance Project; (iv) Maintenance contracts for heating, ventilation and air-conditioning (HVAC) systems and elevators, if any; (v) Maintenance, monitoring and operation of the Building includingfire/life safety and sprinkler system; (vi) Trash collection, without limitation: security services; water and sewage service; electricity; (ivii) intentionally omitted; (ii) insurance maintained by Landlord pursuant Capital improvements made to Section 12; (iii) utilities (except as separately metered or capital assets acquired for the Project after the Commencement Date that are intended to reduce Project Operating Expenses or are reasonably necessary for the health and paid directly to safety of the utility by Tenant); (iv) maintenance occupants of the Building and all associated systems serving or are required under any governmental law or regulation, which capital costs, or an allocable portion thereof, shall be amortized over its useful life as commercially reasonable determined by Landlord, together with interest on the Buildingunamortized balance at the rate of ten percent (10%) per annum; (v) intentionally omitted; (vi) repair of any portion of the Building; (vii) deductibles on insurance loss; Landlord’s Initials CZ Tenant’s Initials HZ (viii) security services, if any; Real Property Taxes; (ix) trash collection All costs and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used fees incurred by Landlord in connection with the performance thereof management of this Lease and any modification or change the Premises, including the cost of those services which are customarily performed by a property management services company, together with a management fee to any Landlord for accounting and project management services relating to the Project in an amount equal to four percent (4%) of the foregoing prior to completion sum of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made gross rents received by Landlord from all of the tenants in the Project; and (x) Any other commercially reasonable maintenance costs incurred by Landlord related to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal whole and not related solely to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditure.

Operating Expenses. Beginning on Tenant shall pay to Landlord in the Commencement Date and continuing throughout the Termmanner set forth in Paragraph 15.3 below, T▇▇▇▇▇ agrees to pay as ▇▇’s pro rata share of the expenses (hereafter “Additional Rent” its Proportionate Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “BuildingExpenses”) and any common areas associated therewith includingin connection with the maintenance, without limitationrepair, paving and parking areas, roads, alleysreplacement, and driveways, landscaping operation of the Real Property. It is understood and exterior lighting (“Common Areas”) to agreed that the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” meansshall include , except as otherwise expressly set forth in this Leasebut shall not be limited to, all costs sums expended in connection with the Real Property for (1) salaries, wages, benefits and other payroll expenses incurred by Landlord with respect to of employees engaged in the operation, maintenance and operation of the Building including, without limitation: (i) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) or repair of any portion of the Building; (vii2) deductibles on insurance lossproperty management fees and expenses; (viii3) security rent (or rental value) and expenses for Landlord’s and any property manager’s offices in the Building; (4) janitorial, maintenance, security, life safety and other services, such as alarm service, window cleaning and elevator maintenance (if anyapplicable) and uniforms for personnel providing services; (ix5) trash collection general maintenance, repairs, painting and sweepingpest control within the Building; (x6) snow maintenance, repair and replacement, resurfacing or repaving, painting, and re-striping of paved areas, sidewalks, curbs and gutters; (7) cleaning, sweeping and trash removal; (8) maintenance, replacement and repair of sprinkler systems, irrigation systems, landscaping and ground keeping; (xi9) management, operation, maintenance and repair of all public, private and park areas within and adjacent to the Building; (10) lighting, electricity, natural gas, water, waste disposal, sewage, music and other utilities and services; (11) maintenance, repair and replacement of signs on the Real Property which tenants and/or occupants of the Real Property are not obligated to repair, including any pylon, monument, or directional signs and other markers and bumpers; (12) maintenance, repair or replacement of any fire protection systems, automatic sprinkler systems, lighting systems, heating, ventilation and air conditioning systems, storm drainage systems, and any other utility systems, and costs associated with the submetering of utilities; (13) compliance with all federal, state, local codes laws including, but not limited to, the requirements of the Americans with Disabilities Act (the “ADA”), including costs incurred in connection with the defense and/or settlement of any claims alleging any violation of the ADA or similar laws and the remediation or correction of any such violations; (14) legal, accounting and other professional services for the Real Property, including costs, fees and expenses of contesting the validity or applicability of any law, ordinance, rule, regulation or order relating to the Real Property; (15) personnel to implement such services and to police the Real Property, police and fire protection services, including security guards, all at the sole discretion of Landlord; (16) depreciation and maintenance on personal property, including window and floor coverings in the Common Areas and other public portions of the Real Property, and operating machinery and equipment (if owned) and rental paid for furniture, fixtures, materials, supplies, tools ,machinery and equipment (if rented) used for the management, operation and maintenance of the Real Property; (17) license, permit and inspection fees and costs; (18) costs associated with obtaining and maintaining the insurance described in Section 12.1, above, including any deductibles and attorneys’ fees paid in connection with an insured loss and costs incurred in obtaining insurance proceeds, and including an imputed insurance premium if Landlord self-insures, or a proportionate share if Landlord insures under a “blanket” policy; (19) any parking charges, surcharges or any other costs levied or assessed by local, state or federal government agencies in connection with the use of parking facilities; (20) the cost of any capital improvements that are made at any time to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing15.2 (11); (21) sales, if the Parties are unable to agree on capital improvements, as, when use and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years excise taxes; [and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditure.]

Operating Expenses. Beginning Throughout the Term of this Lease, commencing on the Commencement Date and continuing throughout the TermDate, T▇▇▇▇▇ Tenant agrees to pay Landlord as “Additional Rent” its Proportionate additional rent in accordance with the terms of this Paragraph 6, Tenant's Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which taxes and insurance for the Premises are a part (the “Building”) Project and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred by Landlord with respect to the maintenance and operation of the Building operation, maintenance, repair, and replacement of the Project including, without limitation: (i) intentionally omittedany form of real property tax assessment, license fee, license tax, business license fee, commercial rental tax, levy, charge, improvement bond or similar imposition of any kind or nature imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural lighting, drainage or other improvement or special assessment district thereof; (ii) any and all assessments under any covenants, conditions and restrictions affecting the Project; (iii) water, sewer and other utility charges; (iv) costs of insurance maintained obtained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance Paragraph 19 of the Building and all associated systems serving the BuildingLease; (v) intentionally omittedwaste disposal and janitorial services; (vi) repair of any portion of the Buildingsecurity; (vii) deductibles on insurance losslabor; (viii) security servicesmanagement costs including, if anywithout limitation: (A) wages and salaries (and payroll taxes and similar charges) of property management employees, and (B) management office rental, supplies, equipment and related operating expenses and management fees; (ix) trash collection supplies, materials, equipment and sweepingtools including rental of personal property; (x) snow removalrepair and maintenance of the structural portions of the buildings with the Project, including the plumbing, heating, ventilating, air-conditioning and electrical systems installed or furnished by Landlord; and (xi) the cost maintenance, costs and upkeep of any capital improvements that are made to the Building or all parking and other Common Areas with the Parties’ express prior written agreement or approval as to same Areas; (including, without limitation, with respect to the nature xii) depreciation on a straight line basis and scope rental of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be personal property used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditure.;

Operating Expenses. Beginning on the Commencement Date and continuing throughout the Term(a) Tenant shall pay to Owner, T▇▇▇▇▇ agrees to pay as “Additional Rent” its , Tenant's Proportionate Share of Operating Expenses all Common Area Charges (as defined below in this Section 2.2.1below) for which may be incurred by Owner or Owner's agents during the building Term of which the Premises are a part Lease. (b) For the “Building”) and any common areas associated therewith includingpurposes hereof, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“"Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, Area Charges" shall mean all costs and expenses which are incurred by Landlord Owner or Owner's agents in connection with respect to the use, operation, repair or maintenance and operation of the Building includingand/or the Property, without limitationincluding but not limited to, the following: (i) intentionally omittedpremiums and other charges for insurance which Owner maintains, including without limitation, general comprehensive liability insurance covering bodily injury, personal injury (including death), property damage, public liability, or plate glass; (ii) insurance maintained by Landlord pursuant costs and expenses of performing repairs in or to Section 12the Building and/or the Property, including without limitation, the sidewalks and curbs adjacent thereto, the sprinkler, lighting, plumbing, alarm, heating, air-conditioning, sanitary and storm sewer lines or other systems servicing the Building or the Property; (iii) utilities (except as separately metered costs and paid directly to expenses of performing repairs or resurfacing of the utility by Tenant)parking lots and any adjacent facilities; (iv) maintenance costs and expenses of landscaping and maintaining the grounds of the Building and all associated systems serving and/or the BuildingProperty; (v) intentionally omittedcosts and expenses of snow and ice removal; (vi) repair costs and expense of any portion of the Buildingrubbish, garbage and other refuse removal; (vii) deductibles on insurance lossfees and disbursements payable to any person to furnish repair or other services regarding the Building and/or the Property, except that, in the case of any such person who is affiliated with Owner, such fees shall not exceed that which is customary or reasonable in the industry for similar buildings in the area; (viii) security servicescosts and expenses of utilities, such as electricity, oil, gas, water and sewer, water and other meter charges; (ix) costs and expenses of providing and maintaining security, if any; (x) cost and expense of providing and performing cleaning and related services; (xi) cost and expense of all supplies; (xii) cost and expenses of all sales, utility and use taxes and other taxes of like import now in effect or hereinafter imposed; and (xiii) cost and expense of all maintenance and service contracts for the Building and/or Property; provided, however, that the following items shall be excluded from Common Area Charges: (i) leasing commissions; (ii) cost of repairs or replacements incurred by reason of fire or other casualty (to the extent the same is or would have been covered by insurance required to be maintained by Owner herein), or caused by the exercise of the right of eminent domain (to the extent same is covered by any condemnation award) less any cost incurred by Owner in obtaining such insurance proceeds or condemnation award; (iii) costs incurred in performing work or furnishing services to or for individual tenants (including Tenant) at such tenant's expense; (iv) debt service on any mortgages now or hereafter encumbering the Building and/or Property; (v) interest or penalties due to Owner's violation of law; (vi) advertising and promotional expenses; (vii) depreciation; (viii) leasehold improvements made for other tenants; (ix) trash collection and sweepingTaxes; (x) snow removalcosts and expenses which are the responsibility of other tenants of the Building; and (xi) costs and expenses of refurbishing the cost common areas and modernizing and replacing equipment servicing the common areas. (c) Any amount payable to Owner under the provisions of any capital improvements that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage be paid within ten (10) days after Owner shall have delivered a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s ▇ and statement to Tenant showing in reasonable detail the computation of the amounts due Owner hereunder. In addition, Owner shall have the right to reasonably estimate the amount payable by Tenant under the provisions of this Section for each calendar year, and Tenant shall pay one-twelfth (1/12) of such amount each month at the time each installment of Fixed Rent is due. As soon as practicable after each calendar year, Owner shall furnish Tenant with a statement prepared showing the actual amount payable by Tenant under the provisions of this Section for such calendar year. If Tenant's Proportionate Share of such amount exceeds the amount paid by Tenant on account thereof, Tenant shall pay Owner, as Additional Rent, an amount equal to such excess in a lump sum within ten (10) days after delivery by Owner to Tenant of the statement provided herein. If Tenant's Proportionate Share of such amount is less than the amount paid by Tenant on account thereof, such excess shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to credit against Additional Rent due from Tenant under this Section for the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditurenext calendar year.

Operating Expenses. Beginning on (a) Tenant shall pay to Landlord during the Commencement Date and continuing throughout term of this Lease, as set forth above in Section 5, Tenant’s Share, as set forth in the TermSummary, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share of all Project Operating Expenses (as defined below below), incurred in this Section 2.2.1connection with the operation of the Project. (b) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth As used in this Lease, Operating Expenses means: (i) all costs and expenses incurred by Landlord with respect for the following: (A) the provision of utilities to the Common Areas, including but not limited (o gas, electricity, and water for irrigation, including the maintenance and operation repair of same; (B) the maintenance of all landscaping in the Common Areas, including the installation and maintenance of irrigation systems, the planting and maintenance of shrubs, trees, flowering plants and ground cover; (C) the compliance with all Laws; (D) the operation, maintenance, repair, cleaning, painting, and resurfacing of the Building includingparking lots included in the Common Areas; (E) the installation, without limitation: repair, and maintenance of all light fixtures and signs located in the Common Areas and on or in the Project; (F) the provision of security to the Project and the Common Areas; (G) the maintenance of all parking areas, roadways, sidewalks, walkways, driveways, striping, fences and gates contained in the Common Areas; (H) the establishment and maintenance of directories of tenants in the Project; (I) the maintenance and repair of all fire prevention and detection systems, including smoke detectors and sprinkler systems; and (J) charges and/or fees levied by the City of Berkeley, including but not limited to those for street lighting, street landscaping, library service, school tax, clean storm water, street improvements and traffic mitigation. (ii) management fees, whether for services rendered by Landlord, an affiliate of Landlord, Landlord’s employees, or a third-party property manager hired by Landlord. (iii) the amount of any deductible paid by Landlord in connection with an insured loss resulting from damage to the Project, but in no event more than $1,000 per occurrence; (iv) the amount of any uninsured loss resulting from damage to the Project; and (v) all additional costs and expenses incurred by Landlord in connection with the operation, maintenance, repair, replacement, and protection of the Project that would be considered a current expense according to generally accepted accounting principles. (c) Operating Expenses shall not include (i) intentionally omitted; depreciation; (ii) insurance maintained by Landlord pursuant to Section 12; any capital expenditures, except as permitted in subsection (b)(v), set forth above; (iii) utilities (except as separately metered and paid directly to payments on any loans or ground leases affecting the utility by Tenant); Project; (iv) maintenance of the Building and all associated systems serving the Buildingleasing commissions; and (v) intentionally omitted; (vi) repair of any portion of the Building; (vii) deductibles on insurance loss; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital tenant improvements that are made to installed exclusively for the Building or Common Areas with the Parties’ express prior written agreement or approval as to same use of other tenants. (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be d) As used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate ShareProperty Taxes” means shall mean any and all taxes, assessments, levies, and other charges of any kind, general and special, foreseen and unforeseen (including all installments of principal interest required to pay any existing or future general or special assessments (the percentage determined “Assessments”), and any increases resulting from reassessments made in connection with a change in ownership, new construction, or any other cause), now or later imposed by dividing any governmental or quasi-governmental authority or special district having the rentable square footage power to tax or levy assessments, which are levied or assessed against or with respect to the value, occupancy, or use of all or any portion of the Project (as now constructed or as may at any later time be constructed, altered, or otherwise changed) or Landlord’s interest in the Project, the fixtures, equipment, and other property of Landlord, real or personal, that are an integral part of and located on the Project, the gross receipts, income, or rentals from the Project, or the use of parking areas, public utilities, or energy within the Project, or Landlord’s business of leasing the Project. Property Taxes include but are not limited to any ad valorem real property tax imposed on the Leased Premises up to the limits imposed by the total rentable square footage California Constitution, Article 13A, Section l(a). “Assessments” include any other form of assessment, license fee, rent tax, levy, or other tax (other than estate, inheritance, net income or franchise taxes), imposed by any authority having the direct or indirect power to tax including without limitation, the EPA, any county, state, or federal government or any improvement or other district or division thereof, and specifically including, without limitation, all additional taxes and assessments hereafter levied by the County of Alameda. Neither the term “Property Taxes” nor “Assessments” shall include charges levied by the City of Berkeley, including but not limited to those for street lighting, street landscaping, library service, school tax, clean storm water, street improvements and traffic mitigation. If at any time during the term of this Lease, the method of taxation or assessment of the Building. Landlord and Tenant agree that Project prevailing as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share Date is altered so that in lieu of or in addition to any Property Tax described above there shall be one hundred percent levied, assessed, or imposed (100%). Landlord shall equitably adjust Tenant’s Proportionate Share whether because of a change in the event method of taxation or assessment, creation of a new tax or charge, or any other cause) an alternate or additional tax or charge (i) on the Premises value, use, or Building are expanded occupancy of the Project or reduced. Operating Expenses shall be calculated Landlord’s interest in conformity with generally accepted accounting principlesthe Project, applied or (ii) on a consistent basis throughout the Term, and in accordance with industry standards such as those published or measured by the Building Owners and Managers Association. The costs gross receipts, income or rentals from the Project, on Landlord’s business of leasing the Project, or computed in any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal manner with respect to the lesser operation of the useful life thereof for federal income Project, then any tax purposes or fifteen (15) years andcharge, if paid by Landlord and not Tenanthowever designated, shall be passed-through to included within the meaning of the term Property Taxes for purposes of this Lease. However, the term Property Taxes shall not include estate, inheritance, transfer, gift, or franchise taxes of Landlord or the federal or state net income tax imposed on Landlord’s income from all sources. Tenant on shall not be responsible for paying Tenant’s Share of any Property Taxes resulting from additional improvements by other tenants, provided, however, that basis (provided that, if Tenant agrees to pay any Property Taxes resulting from Alterations made for such capital expenditure up front or on an alternative payment schedule, then any payment made by behalf of Tenant attributable to any period of time after the Term expires under this Lease shall be paid or reimbursed entirely by Landlord to Tenant). If the Leased Premises is not separately assessed, except to Tenant’s Share of any Property Taxes shall be an equitable proportion of the extent otherwise expressly agreed by Landlord Property Taxes for all of the land and Tenant prior to incurring any such capital expenditureimprovements included within the tax parcel that is assessed.

Operating Expenses. Beginning on the Commencement Date Tenant shall pay any and continuing throughout the Term, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share of all Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) related to the extent that such maintenance and costs are chargeable to Tenant under this LeasePremises. The term “"Operating Expenses” means, except as otherwise expressly set forth in this Lease, " shall include all costs and expenses incurred by Landlord with respect to the maintenance in owning, operating, managing and operation of repairing the Building and the Land, including, without limitationbut not limited to, all costs and expenses of: (i) intentionally omittedLandlord's Insurance, whether or not required by any Landlord's Lender; (ii) insurance maintained by Landlord pursuant to Section 12pest control, cleaning of exterior windows, cleaning, sweeping, striping, painting, resurfacing, repaving, disposing of refuse, inspecting, planting and landscaping for the Premises; (iii) utilities (except as separately metered and paid directly to providing janitorial services for the utility by Tenant)Premises; (iv) maintenance providing security, including but not limited to, electronic intrusion and fire control devices, card key access systems, guards and any attendant costs of the Building such guards and all associated systems serving the Buildingtelephonic alert system devices; (v) intentionally omittedcomplying with all Rules and Regulations, as defined in Section 7.2 hereof, and ----------- any requirements of Landlord's Lender, including but not limited to, improvements or changes required by any current or future Regulations or Landlord's Lender; (vi) repair of any portion of the Buildingfees for permits and licenses; (vii) deductibles on insurance losscourt costs; (viii) security servicesreplacing, if anyrepairing and maintaining foundations, floors, carpeting, walls, hallways, roofs, stairways, signage for the Building, gutters, downspouts, building service, electrical, mechanical, plumbing, heating, air conditioning and ventilating equipment and systems, sidewalks, landscaping, drainage, equipment, fixtures, including all labor and materials costs and equipment rental fees, and any other capital improvements; (ix) trash collection utilities furnished to the Premises, including air conditioning, electricity, lighting, steam, heating, mechanical, elevator service (if any), and sweepingventilation; (x) snow removalcapital improvement and operating and expense reserves if Tenant fails to maintain the Premises pursuant to the terms of this Lease; and (xi) the cost any other expenses of any capital improvements that are made kind whatsoever which would reasonably or customarily be included in managing, operating, maintaining and repairing office buildings in the location in which the Building is situated. If Tenant fails to maintain the Premises pursuant to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes terms of this Lease, Landlord may establish reasonable reserves for maintaining the term “Proportionate Share” means Building and on the percentage determined by dividing Land, and for the rentable square footage repair and replacement of improvements in the Building and the Land and may include the reserves as Operating Expenses, provided that when the reserves are actually used, the expenditure of the Premises by the total rentable square footage of the Buildingreserves shall not be considered Operating Expenses. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. With respect to any Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid directly by Landlord and not reimbursable to Landlord by Tenant, Tenant shall be passed-through have the right to Tenant on that basis review such Operating Expenses within twenty (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditure.20) days

Operating Expenses. Beginning on Subject to the Commencement Date Excluded Costs (as defined below) relating to the Project, the term “Operating Expenses” means all expenses, costs, and continuing throughout amounts of every kind or nature that Landlord pays or incurs because of or in connection with the Termownership, T▇▇▇▇▇ agrees operation, management, maintenance, or repair of the Building, Common Areas and Project. Operating Expenses include, without limitation, the following amounts paid or incurred by Landlord relative to pay as “Additional Rent” its Proportionate Share the Building, Common Areas and Project: (a) the cost of Operating supplying utilities to all portions of the Project (other than tenant suites), including without limitation water, waste deposit, power, electricity, heating, ventilation, and air conditioning, (b) Tax Expenses and Insurance Expenses (as such terms are defined below below), (c) the cost of providing janitorial services, window washing service and of operating, managing, maintaining, and repairing all building systems, including without limitation utility, mechanical, sanitary, storm drainage, and elevator systems, and the cost of supplies, tools, and equipment, as well as maintenance and service contracts in this Section 2.2.1connection with those systems, (d) for the building cost of which licenses, certificates, permits, and inspections relating to the Premises are a part operation of the Project, (e) the “Building”cost of consumable materials, contesting the validity or applicability of any government enactments that may affect the Operating Expenses, (f) the cost of maintenance, repair, and restoration of any common parking areas associated therewith or structures, including, without limitation, paving and parking areasresurfacing, roadsrepainting, alleysrestriping, and drivewayscleaning costs, landscaping (g) fees, charges, and exterior lighting other costs, including administrative, management fees and accounting costs (“Common Areas”) or amounts in lieu of such fees), whether paid to the extent that such maintenance Landlord, an affiliate of Landlord’s, or a third party, consulting fees, legal fees, and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as accounting fees of all persons engaged by Landlord or otherwise expressly set forth in this Lease, all costs and expenses reasonably incurred by Landlord in connection with respect the operation, management, maintenance, and repair of the Project, (h) wages, salaries, and other compensation and benefits of all persons engaged in the operation, maintenance, repair, or security of the Project plus employer’s Social Security taxes, unemployment taxes, insurance, and any other taxes imposed on Landlord that may be levied on those wages, salaries, and other compensation and benefits. If any of Landlord’s employees provide services for more than one project of Landlord’s, only the prorated portion of those employees’ wages, salaries, other compensation and benefits, and taxes reflecting the percentage of their working time devoted to the maintenance Project will be included in the Operating Expenses, (i) payments under any easement, CC&R’s, license, operating agreement, declaration, restrictive covenant, or other instrument relating to the sharing of costs affecting the Project, (j) amortization (including interest on the unamortized cost at a rate equal to the floating commercial loan rate announced from time to time by Bank of America as its “reference rate” (or a comparable rate selected by Landlord if such reference rate ceases to be published) plus three percentage points per annum) of the cost of acquiring or renting personal property used in the maintenance, repair, and operation of the Building includingProject, without limitation: (k) reasonable reserves (it being acknowledged, that, among other amounts, any amount of reserves required by a Lender, as defined below, will be deemed reasonable), (I) fees and expenses for consultants retained, from time to time, by Landlord for the purposes of energy conservation, waste treatment, and water recycling and for the costs of any capital improvements, equipment or devices installed or paid for by Landlord or, at Landlord option, an annual amount sufficient, on the basis of Landlord’s experience or reasonable estimate, to establish in advance of the time for such installation a reserve to fund said costs, in order (i) intentionally omitted; to conform with any change in laws, rules, regulations or requirements of any governmental or quasi-governmental authority having jurisdiction or of the board of fire underwriters or similar insurance body or, (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion of the Building; (vii) deductibles on insurance loss; (viii) security serviceseffect a labor saving, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building energy saving, or Common Areas with the Parties’ express prior written agreement or approval as to same other economy (including, without limitation, with respect as related to water recycling, waste treatment, and energy generation), amortized over the nature useful life of such capital improvement, equipment, or device (as reasonably determined by Landlord), and scope of the capital improvements, any and all plans related thereto, (m) the cost thereof of maintenance of all heating, ventilating and any and all contractors air condition systems relating to be used in connection with individual premises and/or the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) HVAC systems exclusively serving other tenants’ premises that are directly paid for, or otherwise made in accordance with this Section 2.2.1reimbursed, by such other tenants. Without limiting the foregoing, if the Parties are unable to agree on All capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure expenditures shall be amortized (including interest on a straight-line basis the unamortized cost at the rate stated in subparagraph (j) of this Paragraph) over a period equal to the lesser of the their useful life thereof for federal income tax purposes or fifteen (15) years andlife, if paid as reasonably determined by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditureLandlord’s certified public accountant.

Operating Expenses. Beginning on During the Commencement Date and continuing throughout the Term, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share term of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all and any extensions and renewals thereof, Landlord shall operate, manage, repair and maintain, in a first class manner consistent with other similar buildings in the Gaithersburg and Germantown, Maryland areas, the Building, the Land and the Common Areas. Tenant shall, during the entire term of this Lease, pay to Landlord as Additional Rent, the Tenant’s Pro Rata Share of the costs and expenses incurred by Landlord with respect in operating, managing, repairing and maintaining the Building, the Land and the Common Areas, collectively referred to as “Operating Expenses”. Said Operating Expenses shall include, but not be limited to, costs and expenses for: (i) removal of snow, ice, trash, rubbish and debris from the Common Areas; (ii) furnishing and maintaining electric service (and elevator service, if any) to the Building and the lighting of the Common Areas; (iii) charges for furnishing and maintaining water and sewer service or other utility services to the Building, the Land and the Common Areas; (iv) trimming and grass cutting and all other maintenance and operation upkeep of the grounds, green areas and landscaping in the Common Areas; (v) maintaining, monitoring and testing the sprinkler system and sprinkler alarm system in the Building; (vi) maintaining, striping, cleaning and repairing the parking areas, driveways and sidewalks; (vii) trash pick-up and removal by a licensed contractor from containers located in a common enclosure(s) for the mutual use of all tenants in the Building, as well as the cost of maintaining and repairing said trash container enclosure(s); (viii) reasonable property management fees (not to exceed three percent (3%) of grossed-up rentals in the Building, where “grossed up rentals” refers to the average basic annual rental in the Building plus Operating Expenses calculated without including the management fee); (ix) maintenance and repairs to the exterior of Building, including, without limitation, exterior windows, doors, hardware, locks, lighting and lighting fixtures; (x) premiums incurred by Landlord, if any, for hazard, liability, workmen’s compensation or similar insurance on contractors providing services to the Building, Land or Common Areas; (xi) Impositions (as defined in Section 8); (xii) Insurance Premiums (as defined in Section (8); and (xiii) any other costs and maintenance expenses for the Building, Land, Common Areas and all appurtenances thereto as may be deemed reasonably necessary by Landlord which under generally accepted accounting principles (“GAAP”) properly constitute operating or maintenance costs and expenses attributable thereto. Operating Expenses shall not include any of the following: (i) intentionally omittedthe cost of the original construction of the Building or any additions or expansions to the Building, Common Areas or other items which under GAAP are properly classified as capital expenditures; (ii) insurance maintained any repairs or work performed to any portion of the Building intended to be occupied by Landlord pursuant to Section 12individual tenants including tenant allowances and/or concessions; (iii) utilities the cost of correcting any defects in the original construction of the Building, Common Areas and/or Demised Premises (except as separately metered and paid directly tendered to the utility by Tenant); (iv) maintenance of any reserves for future expenditures not yet incurred; (v) ground lease rental; (vi) costs incurred by Landlord for repair or restoration to the Building extent that Landlord is reimbursed by insurance or condemnation proceeds or that the same is covered by warranty; (vii) attorneys’ fees, leasing commissions and all associated systems serving other costs and expenses incurred in connection with negotiations or disputes with present or prospective tenants or other occupants of, or persons, firms or entities with respect to, the Building; (vviii) intentionally omittedcosts incurred by Landlord due to the negligence or misconduct of Landlord or its agents, contractors, licensees and employees, or the violation by Landlord of the terms and conditions of this Lease; (viix) repair of interest, principal points and fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering all or any portion of the Building or the Land on which the Building is located; (x) advertising and promotional expenditures in connection with leasing the Building, and costs of the installation of signs identifying the owner and/or manager of the Building; (viixi) deductibles on insurance lossany costs relating to hazardous materials, asbestos and the like not resulting from actions of Tenant; (viiixii) security servicesany charges for depreciation of the Building, if anyor equipment (except costs of and depreciation of equipment installed or improvements made to reduce Operating Expenses); (ixxiii) trash collection and sweepingany charge for Landlord’s income taxes, excess profit taxes, or franchise taxes; (xxiv) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used costs in connection with the performance thereof change of ownership; (xv) any costs, fines etc. incurred due to late payment of Operating Expenses; (xvi) Landlord’s general overhead and administrative expenses; (xvii) increased Insurance Premiums caused by Landlord’s or any modification or change other tenant’s acts; (xviii) costs, fines and penalties incurred to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project correct violations by Landlord other than as described of any law, rule, order or regulation which was in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that effect as of the Commencement Date; (xix) wages, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent bonuses and other compensation of executive employees; (100%). Landlord shall equitably adjust Tenant’s Proportionate Share xx) increased Insurance Premiums or Impositions assessed specifically to any tenant in the event Building; (xxi) cost of any work or services performed for any facility other than the Premises Building; (xxii) any cost paid to a person, firm, corporation or Building are expanded other entity related to Landlord, which is in excess of the amount which would have been paid in the absence of such relationship; (xxiii) any cost of painting or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by decorating of any interior parts of the Building Owners other than Common Areas; (xxiv) cost of acquiring sculptures, paintings and Managers Association. The costs other objects of any allowable expenditure which under generally accepted accounting principles is properly classified art; (xxv) expenses incurred by Landlord solely in its capacity as a capital expenditure shall be amortized partnership or other business entity; (xxvi) costs and expenses (other than management fees) paid to entities under common control with Landlord for services on a straight-line basis over a period equal or to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years andBuilding, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except but only to the extent otherwise expressly agreed that the cost of such services exceeds normal rates being paid for such services to unaffiliated providers of such services by owners of other similar buildings in the area; and (xxvii) cost of repairs, alterations and replacements caused by the exercise of the rights of eminent domain. There shall not be duplication in charges to Tenant by reason of the provision setting forth Tenant’s obligation to reimburse Landlord for Operating Expenses and Tenant prior to incurring any such capital expenditureother provision in this Lease.

Operating Expenses. Beginning on the Commencement Date and continuing throughout the Term, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred by Landlord with respect to the maintenance and operation of the Building including, without limitation: (i) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion of the Building; (vii) deductibles on insurance loss; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage ------------------ "Operating Expenses" shall mean all expenses paid or incurred by Landlord (or on Landlord's behalf) as determined by dividing Landlord for the rentable square footage operation, maintenance and repair of the Premises by Land and/or Building, including the total rentable square footage common areas of the Building. , including without limitation: (i) salaries, wages, medical, surgical, union and general welfare benefits (including, without limitation, group life insurance) and pension payments of employees of Landlord engaged in the repair, operation and Tenant agree that as maintenance of the Commencement DateLand and/or Building, Tprovided however that Landlord shall not include in the operating expenses the salaries, wages, etc. of any employee who is separately compensated by ▇▇▇▇▇’s Proportionate Share ▇▇▇'s property manager; (ii) payroll taxes, workers' compensation insurance, uniforms and related expenses for employees; (iii) the cost of all charges for gas, steam, electricity, heat, ventilation, air-conditioning, water and other utilities furnished to the Building, together with any taxes on such utilities; (iv) the cost of painting of public areas; (v) the cost of all charges of insurance, including but not limited to all risk property insurance with rent loss coverage, liability and fidelity insurance, with regard to the Land and/or Building and the maintenance and/or operation thereof; (vi) the cost or rental of all supplies, including without limitation, cleaning supplies, light bulbs, tubes and ballasts, materials and equipment, and sales and other taxes thereon; (vii) the cost of hand tools and other movable equipment used in the repair, maintenance or operation of the Building amortized over the useful life of such hand tools and movable equipment (as reasonably estimated by Landlord); (viii) the cost of all charges for window and other cleaning and janitorial and security services; (ix) charges of independent contractors performing repairs or services to the Land and/or Building; (x) non-capital repairs; (xi) remodeling of the public and common areas of the Building including, without limitation, repainting, replacement and repair of furnishings, fixtures, accessories, carpeting or other floor covering, wall and window coverings in the public and common areas, provided, however, that Landlord shall not include as an operating expense the costs of the initial remodeling of the Building being performed by Landlord; (xii) alterations and improvements to the Building made by reason of the laws and requirements of any public authorities or the requirements of insurance bodies amortized over the useful life of the improvements; (xiii) management fees paid to a third party, or, if no managing agent is employed by Landlord, Landlord shall be one hundred entitled to charge a management fee which is not in excess of five percent (1005%). Landlord ) of gross revenue, and such fee shall equitably adjust Tenant’s Proportionate Share be included in the event Operating Expenses; (xiv) the Premises cost of any capital improvements or repairs to the Building and/or of any machinery or equipment installed in the Building amortized (with interest at the rate of nine percent [9%] on the unamortized balance) over the useful life of the improvement, machinery and/or equipment as reasonably estimated by Landlord, which is made or becomes operational, as the case may be, after the completion of the construction of the Building and which have a reasonable probability of reducing the 5 LEASE AGREEMENT expenses which otherwise would be included in Operating Expenses; (xv) reasonable legal, accounting and other professional fees incurred in connection with operation, maintenance and management of the Land and/or Building which are expanded or reduced. Operating Expenses shall be calculated not incurred solely for the benefit of any one particular tenant; (xvi) the cost of providing elevator service; (xvii) the cost of landscape and parking area maintenance and repair; (xviii) the common area charges to which the Building is subject; (xix) Taxes as defined in conformity Section 4.3; and (xx) all other charges properly allocable to the operation, repair and maintenance of the Building in accordance with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditure.

Operating Expenses. Beginning on Landlord shall promptly perform all maintenance and repairs upon the Commencement Date and continuing throughout the Termcommon areas, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking all landscaped areas, roadsparking areas and structures, alleyspaved areas, sidewalks and drivewaysdrives at or serving the Building or the Property, landscaping and exterior lighting (“Common Areas”) except to the extent that such maintenance and costs are chargeable to expressly made the responsibility of Tenant under this LeaseLease Agreement. During the Term of this Lease Agreement and any renewals or extensions thereof, Tenant shall pay its pro rata share of the Operating Expenses incurred by Landlord in owning, operating, managing, maintaining, repairing, replacing and insuring the Building, the Parking Areas and other common areas of the Building, and the parcel(s) of land on which they are located, including for Retail Lots 6 and 7. The term "Operating Expenses" herein shall include, but not be limited to: (a) all payments by Landlord for maintenance, operation, repair, replacement and care of: (i) all heating, lighting, fire protection and plumbing fixtures in or serving the Parking Areas and other common areas and (ii) all equipment, systems, roofs, exterior glass, landscaped areas, signs, the Building’s exteriors and parking lots (including seal coating); (b) all payments by Landlord for electricity, water, sewer and other utilities not separately metered or sub-metered, costs allocated to the Building or the parcels on which the Building is located pursuant to a reciprocal easement agreement or declaration (or similar document), snow removal for the Parking Areas, refuse removal, painting, insurance premiums and deductibles, management fees up to 3% of gross annual revenues for the Premises, wages and fringe benefits of personnel employed for the aforesaid work and proportionate costs of equipment purchased and used for such purposes; and (c) the amortization of capital expenditures or investments (but not improvements or expansions), all as determined on a commercially reasonable basis by Landlord using an interest rate of no greater than 8% and amortized over the useful life of the capital improvement, replacement or investment as reasonably determined by Landlord. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred by Landlord with respect shall not be deemed to the maintenance and operation include any of the Building including, without limitationfollowing: (i) intentionally omittedleasing costs and commissions, costs of tenant disputes, leasehold improvements and other costs of preparing space for tenants, other tenant incentives, and expenses incurred in negotiating or enforcing leases; (ii) insurance maintained by Landlord pursuant interest, principal or any other payments made to Section 12the mortgagee under any mortgage or rental or any other payments made to the ground lessor under any ground lease; (iii) utilities (except as separately metered costs for which Landlord is reimbursed, including costs covered by proceeds of insurance, condemnation awards or court judgments, amounts specially billed to and paid directly to the utility payable by Tenant)an individual tenant and costs covered by any manufacturer’s, contractor’s or other warranty; (iv) maintenance of the Building fees and all associated systems serving the Buildingother costs for professional services provided by attorneys, space planners and architects; (v) intentionally omittedmarketing and advertising expenses; (vi) repair any costs of any portion capital improvements or expansions (as opposed to capital repairs or replacements, or maintenance of the Buildingitems of a capital nature); (vii) deductibles on insurance losspolitical or charitable contributions; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas costs incurred in connection with the Parties’ express prior written agreement mortgaging, selling or approval as to same (changing of ownership of a building or any part of the associated real property, including, without limitation, with respect to brokerage commissions, consultants’, attorneys’ and accountants’ fees, closing costs, title insurance premiums, transfer taxes and interest charges; (ix) Real Estate Taxes (which are covered in Article 6(a)(i)) or any costs expressly excluded from the nature and scope definition of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used Real Estate Taxes; (x) costs incurred in connection with the performance thereof and any modification or change to any original construction of the foregoing prior to completion Building or any other part of the applicable improvementsProperty and costs of repairing, replacing or otherwise correcting defects or deficiencies in the design, construction or components of the improvements comprising the Property; (xi) costs incurred in connection with the investigation, removal, remediation or clean-up of Hazardous Materials from the Property or Building (including the fees of any environmental consultants). For clarity; (xii) Landlord’s general corporate overhead and general and administrative expenses or wages, Tenant has no obligation whatsoever salaries, fees, and fringe benefits paid to administrative or executive personnel or officers or partners of Landlord not having direct day to day responsibility for any capital improvements that are made operating or providing services to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause ; (xixiii) any "tap fees" or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed thirdone-party professional (in the area of expertise required time lump sum sewer or water connection fees for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under Property payable in connection with the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage original construction of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent Property; (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The xiv) costs of incurred for any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except item to the extent otherwise expressly agreed covered by a manufacturer’s, materialman’s, vendor’s or contractor’s warranty and paid by such manufacturer, materialman, vendor or contractor (Landlord shall pursue a breach of warranty claim for items of Landlord’s Work covered by a warranty); (xv) development fees, impact fees and similar charges; and (xvi) deductibles and retentions on any insurance maintained by Landlord and Tenant prior to incurring any such capital expenditurethat are in excess of commercially reasonable deductibles (i.e., self-insurance shall not be an Operating Expense).

Operating Expenses. Beginning on the Commencement Date and continuing throughout the Term, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, "operating expenses" includes all costs and expenses incurred by Landlord Lessor with respect to the maintenance and operation of the Building building and project of which the leased premises are a part, including, without limitationbut not limited to, the following: (i1) intentionally omittedmaintenance and repair costs; (ii2) insurance maintained by Landlord pursuant to Section 12electricity, fuel, water, sewer, gas and other utility charges; (iii3) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion of the Building; (vii) deductibles on insurance loss; (viii) security security, window washing, janitorial services, if any; (ix) trash collection and sweeping; (x) snow removal; (4) landscaping and pest control; (xi5) reasonable (consistent with like building in the market) management fees, wages and fringe benefits payable to on-site building manager; (6) all services, supplies, repairs, replacements or other expenses for maintaining and operating the building or project including parking or common areas; (7) the cost cost, including interest, amortized over its useful life, of installation of any capital improvements that device or other equipment which improves the operating efficiency of any system within the building of which the leased premises forms a part; (8) all real property taxes and installments of special assessments, including dues and assessments by means of deed restrictions and/or owners' associations which accrue against the building and project of which the leased premises are made a part during the term of this Lease; (9) all insurance premiums Lessor is required to the Building pay or Common Areas with the Parties’ express prior written agreement or approval as deems necessary to same (includingpay, without limitationincluding public liability insurance, with respect to the nature building; (10) workmen's INITIALS STG LMA --- --- compensation insurance, employment taxes, uniforms and scope equipment for employees and agents referenced in item (5) above; (11) fire protection; and (12) maintenance, repair and replacement of water, electrical, sanitary sewer, storm sewer and other utility lines, pipes and conduits serving the capital improvementsbuilding and project. The term "operating expenses" does not include the following; (1) repairs, any and all plans related theretorestoration or other work occasioned by fire, wind, the cost thereof elements or other casualty; (2) income and franchise taxes of Lessor; (3) expenses incurred in leasing to or procuring of tenants, leasing commissions, advertising expenses and expenses for the renovating of space for new tenants; (4) interest or principal payments on any and all contractors to be used in connection with the performance thereof and mortgage or other indebtedness of Lessor; (5) any modification depreciation allowance or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any expense; (6) capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord Building other than as described in the immediately preceding clause (xi7) above, including those required by law, (7) abatement of environmental hazards or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditurematerials.

Operating Expenses. Beginning on During the Commencement Date and continuing throughout the Term, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share term of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all and any extensions and renewals thereof, Landlord shall operate, manage, repair and maintain, in a first class manner consistent with other similar buildings in the Gaithersburg and Germantown, Maryland areas, the Building, the Land and the Common Areas. Tenant shall, during the entire term of this Lease, pay to Landlord as Additional Rent, the Tenant's Pro Rata Share of the costs and expenses incurred by Landlord with respect in operating, managing, repairing and maintaining the Building, the Land and the Common Areas, collectively referred to as "Operating Expenses". Said Operating Expenses shall include, but not be limited to, costs and expenses for: (i) removal of snow, ice, trash, rubbish and debris from the Common Areas; (ii) furnishing and maintaining electric service (and elevator service, if any) to the Building and the lighting of the Common Areas; (iii) charges for furnishing and maintaining water and sewer service or other utility services to the Building and the Land; (iv) trimming and grass cutting and all other maintenance and operation upkeep of the Building grounds, green areas and landscaping in the Common Areas; (v) maintaining, monitoring and testing the sprinkler system and sprinkler alarm system in the Building; (vi) maintaining, striping, cleaning and repairing the parking areas, driveways and sidewalks; (vii) trash pick-up and removal by a licensed contractor from containers located in a common enclosure(s) for the mutual use of all tenants in the Building, as well as the cost of maintaining and repairing said trash container enclosure(s); (viii) reasonable property management fees ofthree percent (3%) of gross rentals in the Building; (ix) maintenance and repairs to the exterior of Building, including, without limitation: (i) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered , exterior windows, doors, hardware, locks, lighting and paid directly to the utility by Tenant); (iv) maintenance of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion of the Building; (vii) deductibles on insurance loss; (viii) security services, if any; (ix) trash collection and sweepinglighting fixtures; (x) snow removalpremiums incurred by Landlord, if any, for hazard, liability, workmen's compensation or similar insurance on contractors providing services to the Building, Land or Common Areas; and (xi) the cost of any capital improvements that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature other costs and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever maintenance expenses for any capital improvements that are made to the Building, Land, Common Areas, Land and/or the Project Areas and all appurtenances thereto as may be deemed reasonably necessary by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly constitute operating or maintenance costs and expenses attributable thereto. Operating Expenses shall not include any of the following: (i) the cost of the original construction of the Building or any additions or expansions to the Building, Common Areas or other items which under generally accepted accounting principles are properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal expenditures; (ii) any repairs or work performed to the lesser any portion of the useful life thereof Building intended to be occupied by individual tenants; (iii) the cost of correcting any defects in the original construction of the Building and Common Areas; (iv) any reserves for federal income tax purposes or fifteen future expenditures not yet incurred; (15v) years and, if paid ground lease rental; (vi) costs incurred by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front repair or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except restoration to the extent otherwise expressly agreed that Landlord is reimbursed by insurance or condemnation proceeds or that the same is covered by warranty; (vii) attorneys' fees, leasing commissions and other costs and expenses incurred in connection with negotiations or disputes with present or prospective tenants or other occupants of, or persons, firms or entities with respect to, the Building; (viii) costs incurred by Landlord due to the negligence or misconduct of Landlord or its agents, contractors, licensees and Tenant prior to incurring employees, or the violation by Landlord of the terms and conditions of this Lease; (ix) interest, principal points and fees on debts or amortization on any such capital expenditure.mortgage or mortgages or any other debt instrument encumbering all or any portion of the

Operating Expenses. Beginning As used in this Section 4 4, the term “Building’s Share” shall mean a fraction, the numerator of which is the rentable square footage of the Building, and the denominator of which is the rentable square footage of the Project Throughout the Term of this Lease, commencing on the Commencement Date Date, and continuing throughout the Termin addition to Tenant’s obligations set forth in Section 3 4 hereof, T▇▇▇▇▇ Tenant agrees to pay Landlord, as “Additional Rent” its Proportionate additional rent in accordance with the terms of this Section 4, the Building’s Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith includingoperation, without limitationmaintenance, paving and parking areas, roads, alleysrepair, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred by Landlord with respect to the maintenance and operation replacement of the Building Project and the Common Area including, without limitation: (i) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance any form of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion of the Building; (vii) deductibles on insurance loss; (viii) security servicesreal property tax, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same assessment (including, without limitation, with respect change in ownership taxes and assessments), license fee, license tax, business license fee, commercial rental tax, levy, charge, improvement bond or similar imposition of any kind or nature imposed by any authority having the direct power to the nature and scope of the capital improvementstax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof, (ii) any and all plans assessments under any covenants, conditions and restrictions affecting the Project, (iii) water, sewer and other utility charges for the Common Area, (iv) costs of commercially reasonable insurance obtained by landlord, (v) waste disposal and janitorial services, (vi) security (if any), (vii) labor, (viii) commercially reasonable management costs including, without limitation (A) wages and salaries (and payroll taxes and similar charges) of property management employees for the Common Area, (B) management office rental, supplies, equipment and related theretooperating expenses for the Common Area, (C) commercially reasonable management/administrative fees, and (D) association fees and assessments, (ix) supplies, materials, equipment and tools including rental of personal property, (x) repair and maintenance of the cost thereof structural portions of the buildings within the Project, including the plumbing, heating, ventilating, air-conditioning and any electrical systems installed or furnished by Landlord; (xi) maintenance, sweeping, repairs, resurfacing, and upkeep of all contractors parting and other Common Areas; (xii) amortization on a straight line basis over the useful life together with interest at the Interest Rate on the unamortized balance of all capitalized expenditures to be the Project, (xiii) gardening and landscaping, (xiv) maintenance of signs (other than signs of tenants of the Project), (xv) personal property taxes levied on or attributable to personal property used in connection with the performance thereof Common Areas; (xvi) reasonable accounting, audit, verification, legal and other consulting fees, and (xvii) any modification or change to any other costs and expenses of the foregoing prior to completion of the applicable improvements)repairs, maintenance, painting, fighting, cleaning, and similar items, including commercially reasonable reserves. For clarity, Tenant has no obligation whatsoever for any capital improvements that are made Notwithstanding anything above to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Leasecontrary, the term “Proportionate ShareOperating Expenses” means shall not include costs to correct latent defects in the percentage determined by dividing the rentable square footage base, shell and core of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed not caused by Landlord and Tenant prior or Tenant’s Improvements to incurring any such capital expenditurethe Premises.

Operating Expenses. Beginning on the Commencement Date and continuing throughout the Term, T▇▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, roofs, alleys, and driveways, landscaping landscaping, utility lines, and exterior lighting lighting, electrical systems and other mechanical and Building systems (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred by Landlord with respect to the maintenance and operation of the Building including, without limitation: (i) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance; (v) maintenance of Common Areas; of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion of the BuildingBuilding or Common Areas; (vii) deductibles on insurance loss; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditure.

Operating Expenses. Beginning on the Commencement Date and continuing throughout the Term, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred by Landlord with respect to the maintenance and operation of the Building including, without limitation: (i) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion of the Building; (vii) deductibles on insurance loss; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage "OPERATING EXPENSES" shall mean all reasonable expenses paid or incurred by Landlord (or on Landlord's behalf) as reasonably determined by dividing Landlord to be necessary or appropriate for the rentable square footage efficient operation, maintenance and repair of the Premises by Land and/or Building, including the total rentable square footage common areas of the Building. , including without limitation: (i) salaries, wages, employer's social security taxes, unemployment taxes or insurance and other taxes which are levied on wages and salaries, medical, surgical, union and general welfare benefits (including, without limitation, disability and group life insurance) and pension payments of employees of Landlord to the extent such employees are engaged in the repair, operation and Tenant agree that as maintenance of the Commencement DateLand and/or Building (but specifically excluding any administrative position above the property manager for the Building and/or Land); (ii) payroll taxes, T▇▇▇▇▇’s Proportionate Share workers' compensation insurance, uniforms and related expenses for such employees; (iii) the cost of all charges for gas, steam, electricity, heat, ventilation, air-conditioning, water and other utilities furnished to the Building, together with any taxes on such utilities; (iv) the cost of painting of public areas; (v) the cost of all charges of insurance, including rent loss insurance not to exceed twelve (12) months, casualty, liability, fire with extended coverage endorsement and fidelity insurance, with regard to the Land and/or Building and the maintenance and/or operation thereof; (vi) the cost or rental of all supplies for the Land or the Building, including without limitation, cleaning supplies, light bulbs, tubes and ballasts, materials and equipment, and sales and other taxes thereon; (vii) the cost of hand tools and other movable equipment used in the repair, maintenance or operation of the Building amortized over the useful life of such hand tools and movable equipment (as reasonably estimated by Landlord under generally accepted accounting principles consistently applied ("GAAP"); (viii) the cost of all charges for window and other cleaning and janitorial and security services; (ix) charges of independent contractors performing repairs or services to the Land and/or Building including water treatment, vermin extermination, facade maintenance, roof maintenance, life safety and fire alarm equipment and other costs for necessary services; (x) non-capital repairs, replacements and general maintenance to the Building; (xi) remodeling of the public and common areas of the Building including, without limitation, repainting, replacement and repair of furnishings, fixtures, accessories, carpeting or other floor covering, wall and window coverings in the public and common areas, the cost of which shall be one hundred amortized (with interest at the rate of nine percent (1009%). ) per annum on the unamortized balance) over the useful life of the improvements as reasonably estimated by Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. under GAAP; provided, however Operating Expenses shall not include costs for remodeling any portion of the Building during the first five (5) years of the Lease term; (xii) alterations and improvements to the Building made by reason of the laws and requirements of any public authorities or the requirements of insurance bodies; (xiii) management fees paid to a third party, or, if no managing agent is employed by Landlord, Landlord shall be calculated entitled to charge a management fee which is not in conformity excess of three percent (3%) of base rent and such fee shall be included in the Operating Expenses; (xiv) the cost of any capital improvements or repairs to the Building and/or of any machinery or equipment installed in the Building amortized (with interest at the rate of nine percent (9%) per annum on the unamortized balance) over the useful life of the improvement, machinery and/or equipment as reasonably estimated by Landlord under GAAP, which is made or becomes operational, as the case may be, after the completion of the construction of the Building and which have a reasonable probability of reducing the expenses which otherwise would be included in Operating Expenses; (xv) legal, accounting and other professional fees incurred in connection with operation, maintenance and management of the Land and/or Building; (xvi) the cost of providing elevator service; (xvii) the cost of landscape and parking area maintenance and repair; (xviii) Taxes as defined in Section 4.3; and (xix) all other charges properly allocable to the operation, repair and maintenance of the Building in accordance with generally accepted accounting principles, applied on . Landlord shall use reasonable efforts to keep the Operating Expenses to a consistent basis throughout the Term, and in accordance with industry standards such as those published by minimum while operating the Building Owners and Managers Associationin a first class manner consistent with other comparable Class A high-rise office buildings in the Portland, Oregon, central business district. The costs of Landlord shall use reasonable efforts to recover any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser portion of the useful life thereof Operating Expenses from any third party who is liable for federal income tax purposes or fifteen (15) years and, if paid by Landlord the same other than under a lease for space in the Building and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring credit any such capital expenditurerecovery against Operating Expenses.

Operating Expenses. Beginning Landlord's Operating Expenses" means the cost ofoperation of the Building and the Site which shall exclude costs of special services rendered to tenants (including Tenant) for which a separate charge is made, but shall include, without limitation, the following: premiums for insurance carried with respect to the Building and the Site (including, without limitation, liability insurance, insurance against loss in case of fire or casualty and insurance of monthly installments of fixed rent and any Additional Rent which may be due under this Lease and other leases of space in the Building for not more than twelve (12) months in the case of both fixed rent and Additional Rent and if there be any S:\Lcgal\Wa\tham\77 Fourth Avcnuc\Lcascs\Phasc Forward (H).doc first mortgage of the Property, including such insurance as may be required by the holder of such first mortgage, provided, however, with respect to insurance coverages required to be carried by a holder of a mortgage, such coverages are of the type and amounts customarily required to be carried by lenders of comparable class A, multi-tenant office buildings in the Market Area); compensation and all fringe benefits, worker's compensation insurance premiums and payroll taxes paid to, for or with respect to all persons engaged exclusively in the operating, maintaining or cleaning of the Building or Site (and in the event such persons are also employed on other properties of Landlord or its affiliates, such compensation shall be equitably prorated among the Commencement Building and such other properties), water, sewer, electric, gas, oil and telephone charges (excluding utility charges separately chargeable to tenants for additional or special services and excluding costs to supply electricity to leaseable areas of the Building, with the exception of any building management offices); cost of buildi ng and cleaning supplies and equipment; cost of maintenance, cleaning and repairs (other than repairs not properly chargeable against income or reimbursable from contractors under guarantees); cost of snow removal and care of landscaping; cost of operating, maintaining, cleaning and providing utilities to any conference center, cafeteria, fitness center or other amenity serving the Building (and excluding any costs to construct and initially furnish such amenities or any subsidy for cafeteria operations unless specifically agreed to by Tenant in writing); payments under service contracts with independent contractors; management fees at reasonable rates for self managed buildings consistent with the type of occupancy and the service rendered, which management fees shall not exceed three percent (3%) of the total Gross Rents for the Building ("Gross Rents for the Building" for the purposes hereof being defined as annual fixed rent, Landlord's Operating Expenses, with the exception of the aforesaid management fee, and Landlord's Tax Expenses for the Building for the relevant calendar year); costs of maintaining a regional property management office (allocated pro rata among all properties owned by Landlord or its affiliates served by such regional property management office) in connection with the operation, management and maintenance of the Building; and all other reasonable and necessary expenses paid in connection with the operation, cleaning and maintenance of the Building and the Site and properly chargeable against income, provided, however, there shall be included (a) depreciation for capital expenditures made by Landlord during the Lease Term (i) to reduce Landlord's Operating Expenses if Landlord shall have reasonably determined that the annual reduction in Landlord's Operating Expenses shall exceed the annual depreciation therefor or (ii) to comply with applicable laws, rules, regulations, requirements, statutes, ordinances, by-laws and court decisions of all public authoritieswhich first become applicable to the Property after the Base Building Completion Date (the capital expenditures described in subsections (i) and continuing throughout (ii) being hereinafter referred to as "Permitted Capital Expenditures"); plus (b) in the Termcase of both (i) and (ii) an interest factor, Treasonably determined by Landlord, as being the interest rate then charged for long-term mortgages by institutional lenders on like properties within the locality in which the Building is located; depreciation in the case of both (i) and (ii) shall be determined by dividing the original cost of such capital expenditure by the number of years of useful life of the capital item acquired and the useful life shall be reasonably determined by Landlord in accordance with generally accepted accounting principles and practices in effect at the time of acquisition of the capital item. S:\Lcgal\Wallham\77 Fourth Avcnuc\Lcascs\Phasc Forward (H).doc Notwithstanding the generality of the preceding text, the following items shall be excluded or deducted, as the case may be, from the calculation of Tenant's share of Landlord's Operating Expenses: (i) All capital expenditures and depreciation, including all costs that under generally accepted accounting principles are properly classified as capital expenses, capital improvements or capital repairs, except as otherwise explicitly provided in this Section 2.6; (ii) Interest on indebtedness, debt amortization, ground rent, financing and refinancing costs for any mortgage or ground lease or ▇▇▇▇▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share of Operating Expenses the Building or the Site and transfer taxes, recording costs and taxes, title insurance premiums, title closer's fees and gratuities and other similar costs incurred in connection with the sale or transfer of an interest in Landlord or the Building; (as defined below iii) Legal, auditing, consulting and professional fees and other costs (other than those legal, auditing, consulting and professional fees and other costs incurred in this Section 2.2.1) for connection with the building normal and routine maintenance and operation of which the Premises are a part (Building and/or the “Building”) and any common areas associated therewith Site), including, without limitation, paving those: (i) paid or incurred in connection with financings, refinancings or sales of any Landlord's interest in the Building and/or the Site; (ii) relating to any special reporting required by securities laws; (iii) relating to negotiations or disputes with, or leasing to, tenants or prospective tenants; (iv) relating to litigation (including costs of settlement judgments and parking areaspayments in lieu thereof); (v) the interpretation of leases or other occupancy agreements; (vi) the enforcement of the provisions of any lease or other occupancy agreement affecting the Building including without limitation this Lease; (vii) the initial construction of the improvements on the Site; (viii) the review, roadsapproval or other actions in connection with the sublease or assignment of tenant leases (provided, alleyshowever, that Tenant shall nonetheless be responsible under Section 5.6.5(b) for any such costs relative to its own requests for consent to a sublease or assignment); (ix) any action against a present or former tenant or occupant under a lease or other occupancy agreement, including, without limitation, eviction, distraint, levy and drivewayscollection actions; and (x) costs incurred as a result of the violation by Landlord or any tenant of the terms and conditions of any lease; (iv) The cost of any item or service to the extent reimbursed or reimbursable to Landlord by insurance required to be maintained under the Lease or by any third party; (v) The cost of repairs or replacements incurred by reason of fire or other casualty or condemnation other than costs not in excess of a commercially reasonable deductible (currently $25,000.00) on any insurance maintained by Landlord which provides a recovery for such repair or replacement; S:\Lcgal\Waltham\77 fourth Avcnuc\Lcascs\Phasc Forward (H).doc (vi) Any advertising, landscaping and exterior lighting promotional or marketing expenses for the Buildings; (“Common Areas”vii) The cost of any service or materials provided by any party related to Landlord (other than the management fee), to the extent such costs exceed the reasonable cost for such service or materials absent such relationship in buildings similar to the Building in the vicinity of the Building; (viii) Payments for rented equipment, the cost of which equipment would constitute a capital expenditure if the equipment were purchased to the extent that such maintenance payments exceed the amount which could have been included in Landlord's Operating Expenses had Landlord purchased such equipment rather than leasing such equipment; (ix) Penalties, damages, and interest for late payment or violations of any obligations of Landlord, including, without limitation, taxes, Legal Requirements, insurance, equipment leases and other past due amounts; (x) Contributions to charitable or political organizations or trade associations such as BOMA or NAIOP, and any entertainment, dining or travel expenses of Landlord's employees for any purpose; (xi) The costs incurred to monitor, test, survey, clean-up, contain, encapsulate, ▇▇▇▇▇, remove or remediate any "Hazardous Materials" (as defined in Section 5.3), including asbestos and mold, in the Buildings or on the Site required by "Hazardous Materials Laws" (as defined in Section 5.3) and including costs to defend against claims in regard to the existence or release of Hazardous Materials at the ▇▇▇ lding or the Site; (xii) Any and all costs incurred to install, repair, operate, maintain and replace the subslab venting system installed in the Building as part of the Base Building Work under Section 3.1 below (or any costs associated with modifying the original subslab venting system or installing supplemental systems should it be determined that the original system installed as part of the Base Building Work was insufficient to mitigate air quality issues associated with conditions existing at the Property as of the date of this Lease); (xiii) Wages, salaries, or other compensation (including benefits and benefit plans) paid to any executive employees above the grade of Regional Property Manager; (xiv) Amounts payable by Landlord for withdrawal liability to a multi-employer pension plan (under Title IV of the Employment Retirement Income Security Act of 1974, as amended) due to complete or partial withdrawal that occurs during the term of this Lease due to events within the control of Landlord (e.g., the sale of Landlord's interest in the Building); S:\Legal\Waltham\77 Fourth Avcnuc\Lcascs\Phasc Forward (H).da<: (xv) Costs in connection with leasing space in the Building or to retain existing tenants, including brokerage commissions, lease concessions, lease assumptions, rental abatements, construction allowances granted to specific tenants and alteration work performed by Landlord to prepare space for tenants, includi ng any utilities or services incurred in connection with performing such work; (xvi) The cost of any work or service performed or rendered exclusively for any tenant of the Building, including Tenant, and costs incurred in connection with the making of repairs which are chargeable the obligations of another tenant of the Building; (xvii) The cost of acquisition of any sculpture, paintings or other objects of art; (xviii) Any amounts billed or billable to Tenant under this Lease. The term “or any other tenant for any services furnished to Tenant or any other tenant by Landlord or Landlord's agents or contractors for which a separate charge is made, including, without limitation, the supply of overtime air-conditioning, ventilation and heating, and above-standard cleaning services, or for services or work furnished to any tenant to the extent such services or work are furnished in a more favorable manner to such tenant than furnished generally to tenants of the Building as part of Landlord's Operating Expenses” means; (xix) Any costs of maintenance, repairs or replacements required because of the negligent or willful act or omission of Landlord, its officers, directors, servants, agents, employees or contractors; (xx) Any expenses to design and construct (including permitting fees, costs of insurance and bonds, and costs of equipment and materials) the Base Building Work and the Base Building Enhancements and any costs to correct any defects, latent or patent, in any of the equipment or improvements which are a part of the Base Building Work and/or the Base Building Enhancements (except to the extent caused by Tenant's use of the Premises for other than general office use); (xxi) Reserves for bad debts or for future improvements, repairs or additions; (xxii) Any above-standard cleaning (which shall include trash collectioo and removal), including, but not limited to construction cleanup or special cleanings associated with parties/events and specific tenant requirements in excess of service provided to Tenant, and including the costs of initial cleaning and rubbish removal performed for final completion of the Building, the Site or any tenant space; (xxiii) The costs of new services or substantial increases in existing services (such as otherwise expressly set forth a substantial increase in this Leasesecurity services) to the extent such new or increased level of services are required solely as the result of the presence of a particular occupant of the Building, all such as for example, the costs of providing additional security services due to threats against a particular occupant of the Building; (xxiv) Costs in connection with acquiring additional land or development rights or of constructing any additional buildings within the Site (provided, however, that the foregoing shall not be construed so as to limit or modify Tenant's obligation to pay the costs associated with the Off-Site Parking under Section 2.2.1 above); (xxv) Without limitation of any other exclusions from Landlord's Operating Expenses, costs and expenses incurred by Landlord with respect to the maintenance and operation in curing, repairing or replacing any structural portion of the Building including, without limitation: (iincluding the roof) intentionally omitted; within five (ii5) insurance maintained by Landlord pursuant to years of the Actual Base Building Completion Date (as the term is defined in Section 12; 3. l (iiiB) utilities (except as separately metered and paid directly below) to the utility by Tenantextent such cure, repair or replacement was made necessary as a result of defects in the design, workmanship or materials of the Base Building Work); ; (ivxxvi) Costs of initial landscapi ng of the Building or the Site; (xxvii) Costs of the initial stock of tools and equipment for operation, repair and maintenance of the Building and Site and all associated systems serving furniture, equipment and fixtures for the Building; Amenities; (vxxviii) intentionally omitted; (vi) repair Costs of any portion mitigation or impact fees or subsidies imposed or incurred in connection with the initial construction of the Building; (vii) deductibles on insurance loss; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost or imposed or incurred solely as a result of any capital improvements that are made to tenant's use ofor occupancy of the Building or Common Areas the Site; (xxix) Costs incurred in connection with the Parties’ express prior written agreement operation of any retail or approval as to same (includingrestaurant operations for the Building, including without limitation, any operating subsidy for the cafeteria (provided that the costs of operating, maintaining, cleaning and providing utilities to the cafeteria may be included in Landlord's Operating Expenses); (xxx) Costs incurred in connection with upgrading the Property to comply with laws, rules, regulations or codes first applicable to the Property prior to the Commencement Date; and (xxxi) Except as expressly provided in this Lease with respect to the nature Managed Parking Program and scope the Off-Site Parking and for so long as Tenant directly leases and occupies seventy percent (70%) or more of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any Total Rentable Ffoor Area of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described costs of adding any new services or new building amenities not in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that place as of the Commencement Date which are not either (1) consented to by Tenant in writing or (2) actually utilized by Tenant's employees irrespective of whether Tenant has not consented to the same (e.g., if Landlord initiates a shuttle bus service to public transportation and Tenant does not consent to the same but Tenant's employees use the shuttle bus on a regular basis) or (3) required by applicable laws, rules, regulations or codes first applicable to the Property after the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in and further subject to the event the Premises or Building are expanded or reduced. gross up of Base Operating Expenses shall as hereinafter set forth. Services or building amenities will not be calculated deemed to be "utilized by Tenant's employees" unless either (i) Tenant notifies S:\Lcgal\Waltham\77 Founh Avenuc\Leases\Phasc Forward (H).doc Landlord in conformity with generally accepted accounting principleswriting that Tenant's employees will utilize the service or amenity, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditure.or

Operating Expenses. Beginning on All costs incurred by Landlord, if any, for any of the Commencement Date following: (a) The operation, repair and continuing throughout maintenance, in neat, clean and good order and condition of (i) the TermCommon Areas of the Project, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, including without limitation, paving and limitation all parking areas, roadsloading and unloading areas, alleystrash areas, roadways, sidewalks, walkways, parkways, driveways, landscaped areas, striping, bumpers, and drivewaysirrigation systems, landscaping common area lighting facilities, and exterior lighting (“Common Areas”) to the extent that such maintenance fences and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred by Landlord with respect to the maintenance and operation of the Building including, without limitation: (i) intentionally omittedgates; (ii) fire detection in the Project, including sprinkler system maintenance and repair; and (iii) unless allocated directly to Tenant pursuant to Section 8.1(b), the Building’s heating, ventilation and air conditioning (“HVAC”) systems. (b) To the extent any of the following services are provided for the Project, such as trash disposal (provided, however that Tenant pay for trash disposal specific to its use of the Premises if such use results in a disproportionately heavy use of the trash facilities for the Project), janitorial service, security services, gardening, painting, plumbing, electrical, carpentry, window washing, signage and equipment rental expenses, and any other service to be provided by Landlord that is elsewhere in the Lease stated to be an item of Operating Expenses. (c) Any deductible portion of an insured loss concerning any of the items or matters described in this Section. (d) Premiums for any insurance policies maintained by Landlord pursuant to Section 12; 11 below. (iiie) utilities Real Property Taxes to be paid by Landlord. (except as f) Utilities not separately metered to Tenant or other tenants of the Project. (g) Independent contractors for services (excluding capital improvements), and paid directly compensation (including employment taxes and fringe benefits) of all persons who perform regular and recurring duties connected with day-to-day operation, maintenance and repair of the Project, provided such compensation is commercially reasonable. (h) Maintenance and repair of roofs, building walls, foundations, and all sewer and water facilities. (i) A property management fee in the amount of fifteen percent (15%) of the preceding items of Operating Expenses. (j) Dues and assessments payable to the utility by Tenant); Project’s property owners association (iv) maintenance of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion of the Building; (vii) deductibles on insurance loss; (viii) security services, if any; ). (ixk) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to Upon completion of the applicable future common areas of the Business Park, the costs and expenses of operation and maintenance thereof. The inclusion of the improvements). For clarity, Tenant has no facilities and services set forth in the foregoing definition shall not be deemed Landlord’s representation that such improvements or facilities exist, nor shall it impose on Landlord any obligation whatsoever for any capital either to have those improvements that are made or facilities or to provide those services, unless the Building, Common Areas, Land and/or improvements or facilities already exist in the Project by or Landlord other than as described in already provides the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that services as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). or unless Landlord shall equitably adjust Tenant’s Proportionate Share has agreed to do so elsewhere in the event the Premises Lease. Capital improvements, as defined by Generally Accepted Accounting Practice (GAAP), are not included in Operating Expenses, except (i) as otherwise provided in this Lease, or Building are expanded or reduced. (ii) for those that directly reduce other Operating Expenses shall be calculated as defined in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditurethis Section 2.16.

Operating Expenses. Beginning on Landlord shall promptly perform all maintenance and repairs upon the Commencement Date and continuing throughout the Termcommon areas, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking all landscaped areas, roadsparking areas and structures, alleyspaved areas, sidewalks and drivewaysdrives at or serving the Building or the Property, landscaping and exterior lighting (“Common Areas”) except to the extent that such maintenance and costs are chargeable to expressly made the responsibility of Tenant under this LeaseLease Agreement. During the Term of this Lease Agreement and any renewals or extensions thereof, Tenant shall pay its pro rata share of the Operating Expenses incurred by Landlord in owning, operating, managing, maintaining, repairing, replacing and insuring the Building, the Parking Areas and other common areas of the Building, and the parcel(s) of land on which they are located. The term “Operating Expenses” meansherein shall include, except as otherwise expressly set forth in this Lease, but not be limited to: (a) all costs and expenses incurred payments by Landlord with respect to the maintenance for maintenance, operation, repair, replacement and operation of the Building including, without limitationcare of: (i) intentionally omittedall heating, lighting, fire protection and plumbing fixtures in or serving the Parking Areas and other common areas and (ii) all equipment, systems, roofs, exterior glass, landscaped areas, signs, the Building’s exteriors and parking lots (including seal coating); (b) all payments by Landlord for electricity, water, sewer and other utilities not separately metered or sub-metered, costs allocated to the Building or the parcels on which the Building is located pursuant to a reciprocal easement agreement or declaration (or similar document), snow removal for the Parking Areas, refuse removal, painting, insurance premiums and deductibles, management fees up to 3% of gross annual revenues for the Premises, wages and fringe benefits of personnel employed for the aforesaid work and proportionate costs of equipment purchased and used for such purposes; and (c) the amortization of capital expenditures or investments (but not improvements or expansions), all as determined on a commercially reasonable basis by Landlord using an interest rate of no greater than 8% and amortized over the useful life of the capital improvement, replacement or investment as reasonably determined by Landlord. The term “Operating Expenses” shall not be deemed to include any of the following: (i) leasing costs and commissions, costs of tenant disputes, leasehold improvements and other costs of preparing space for tenants, other tenant incentives, and expenses incurred in negotiating or enforcing leases; (ii) insurance maintained by Landlord pursuant interest, principal or any other payments made to Section 12the mortgagee under any mortgage or rental or any other payments made to the ground lessor under any ground lease; (iii) utilities (except as separately metered costs for which Landlord is reimbursed, including costs covered by proceeds of insurance, condemnation awards or court judgments, amounts specially billed to and paid directly to the utility payable by Tenant)an individual tenant and costs covered by any manufacturer’s, contractor’s or other warranty; (iv) maintenance of the Building fees and all associated systems serving the Buildingother costs for professional services provided by attorneys, space planners and architects; (v) intentionally omittedmarketing and advertising expenses; (vi) repair any costs of any portion capital improvements or expansions (as opposed to capital repairs or replacements, or maintenance of the Buildingitems of a capital nature); (vii) deductibles on insurance losspolitical or charitable contributions; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas costs incurred in connection with the Parties’ express prior written agreement mortgaging, selling or approval as to same (changing of ownership of a building or any part of the associated real property, including, without limitation, with respect to brokerage commissions, consultants’, attorneys’ and accountants’ fees, closing costs, title insurance premiums, transfer taxes and interest charges; (ix) Real Estate Taxes (which are covered in Article 6(a)(i)) or any costs expressly excluded from the nature and scope definition of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used Real Estate Taxes; (x) costs incurred in connection with the performance thereof and any modification or change to any original construction of the foregoing prior to completion Building or any other part of the applicable improvementsProperty and costs of repairing, replacing or otherwise correcting defects or deficiencies in the design, construction or components of the improvements comprising the Property; (xi) costs incurred in connection with the investigation, removal, remediation or clean-up of Hazardous Materials from the Property or Building (including the fees of any environmental consultants). For clarity; (xii) Landlord’s general corporate overhead and general and administrative expenses or wages, Tenant has no obligation whatsoever salaries, fees, and fringe benefits paid to administrative or executive personnel or officers or partners of Landlord not having direct day to day responsibility for any capital improvements that are made operating or providing services to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause ; (xixiii) any “tap fees” or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed thirdone-party professional (in the area of expertise required time lump sum sewer or water connection fees for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under Property payable in connection with the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage original construction of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent Property; (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The xiv) costs of incurred for any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except item to the extent otherwise expressly agreed covered by a manufacturer’s, materialman’s, vendor’s or contractor’s warranty and paid by such manufacturer, materialman, vendor or contractor (Landlord shall pursue a breach of warranty claim for items of Landlord’s Work covered by a warranty); (xv) development fees, impact fees and similar charges; and (xvi) deductibles and retentions on any insurance maintained by Landlord and Tenant prior to incurring any such capital expenditurethat are in excess of commercially reasonable deductibles (i.e., self-insurance shall not be an Operating Expense).

Operating Expenses. Beginning on the Commencement Date and continuing throughout the Term, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as unless otherwise expressly set forth herein as being for the account of the Landlord, including any such item set forth in this LeaseSection 15 of Schedule "F" attached hereto, all costs costs, charges and expenses incurred by the Landlord in connection with respect the operation, maintenance, repair of and improvement to the maintenance and operation of the Building including, Premises including without limitation: heating, ventilating and air-conditioning costs, maintenance, repairs and replacements; administration fees equal to two and nine tenths percent (i2.9%) intentionally omitted; (ii) insurance maintained of all amounts payable by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion tenants of the Building; (vii) deductibles on insurance loss; (viii) security servicessalaries, if any; (ix) trash collection wages and sweeping; (x) snow removal; benefits of employees directly engaged in the operation, administration, maintenance and (xi) repair of the cost of any capital improvements that are made Premises, but only to the Building or Common Areas extent of their involvement with the Parties’ express prior written agreement Premises; electricity, fuel, water and other utilities, taxes, licenses and fees; insurance costs, premiums and deductible payments in respect of fire, casualty, liability, property damage, boiler, loss of rental and such other form or approval as forms of insurance relating to same the Premises from time to time in effect; cleaning, supervision, maintenance, operation and repair costs, expenses and charges relating to the Premises (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related theretoelevators, the cost thereof garage (if any) and any parking facilities and other common areas and facilities) and the equipment, systems and fixtures therein and the making of all contractors necessary repairs, modifications, renovations or replacements therein and thereto (with capital expenditures to be used in connection dealt with the performance thereof as hereinafter provided); building and any modification cleaning supplies; equipment rental; cleaning; capital expenses (including expenditures relating to energy conservation measures or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xiprograms) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof of the item, together with interest on the unamortized portion of such expenses, calculated each month at a rate equal to one twelfth (1/12) of the aggregate of one and one-half percent (1.5%) plus the "Prime Rate" (as hereinafter defined) on the first day of each month for federal income tax purposes or fifteen (15) years andloans in Canadian dollars; snow removal, if paid gardening and landscaping; garbage and waste collection and disposal; amounts payable pursuant to service contracts with independent contractors for maintenance, elevators, cleaning, refuse removal, security operations and repairs; legal and accounting fees and expenses; any expenses incurred by Landlord and not Tenant, shall be passed-through in obtaining or attempting to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditureobtain a reduction in Real Estate Taxes.

Operating Expenses. Beginning on the Commencement Date and continuing throughout the Term, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, shall include all costs and expenses incurred by Landlord in owning, operating, managing, repairing and replacing the Building and Common Area, including, but not limited to, all costs and expenses of: (i) Landlord’s Insurance, whether or not required by any Landlord’s Lender; (ii) pest control, cleaning of exterior windows, cleaning, sweeping, striping, painting, resurfacing, repaving, seal coating, disposing of refuse, inspecting, planting and landscaping (including, but not limited to, tree trimming and plants located within the Building) for the Building (exclusive of the Premises and any other premises used exclusively by another tenant) and Common Area; (iii) providing janitorial services for the Building’s Common Area and the Building’s individual suites (including the Premises), including, but not limited to, the cost of uniforms, equipment and employment taxes; (iv) providing, at the sole discretion of Landlord, security, including, but not limited to, electronic intrusion and fire control devices, card key access systems, parking lot attendants, guards and any attendant costs of such guards and telephonic alert system devices; (v) complying with all Regulations, as defined in Section 11.2 hereof, and any requirements of Landlord’s Lender, including, but not limited to, improvements or changes required by any current or future Regulations or Landlord’s Lender; (vi) fees for permits and licenses; (vii) attorneys’ and accountants’ fees and disbursements; (viii) court costs (except if involving disputes with other tenants); (ix) replacing and maintaining floors, carpeting, artwork, non-structural walls, hallways, roofs, stairways, elevators, signage for the Building, including, but not limited to, any monument signs (exclusive of the Premises and any other premises used exclusively by another tenant), gutters, pay telephones, downspouts, building service, elevator and escalator service (if any), electrical, lighting, mechanical, plumbing, heating, air conditioning and ventilating equipment and systems, sidewalks, landscaping, drainage, equipment, fixtures, hot water heater, including all labor and materials costs and equipment rental fees, and any other replacement of capital improvements and a reasonable amortization of capital expenditures together with interest on the unamortized balance at the rate of ten percent (10%) per annum; (x) replacement reserves for non-structural elements; (xi) any other expenses of any kind whatsoever which would reasonably or customarily be included in managing, operating, maintaining, repairing and replacing non-structural items in office buildings in the location in which the Building is situated; (xii) Cost Savings Capital Improvement Amortization (defined below); (xiii) a property management fee as described herein; (xiv) Real Estate Taxes and Utility Expenses, as defined below; (xv) Landlord’s Insurance, as defined below, and (xvi) parking cost for 47 parking spaces leased from Santa ▇▇▇▇▇ Water District (“SCWD”) pursuant to Section 8.4 below. Landlord may establish reasonable reserves for maintaining the Building and Common Area, and for the repair and replacement of improvements in the Building and Common Area, and may include the reserves as Operating Expenses, provided that when the reserves are actually used, the expenditure of the reserves shall not be considered Operating Expenses. Landlord shall be paid a management fee as part of the Operating Expenses equal to three percent (3%) of the gross rentals from the Building for administration of the Building. In lieu of this management fee, Landlord may employ a management organization, including an affiliate of Landlord, in which event Operating Expenses shall include its fee, which may exceed such limitation. Operating Expenses shall be adjusted to reflect ninety percent (90%) occupancy of the Building during any period in which the Building is not one hundred percent (100%) occupied. Notwithstanding the foregoing, Operating Expenses shall not include the following: (i) any ground lease rental for the Land (SCWD lease rentals described in (xvi) above shall be included); (ii) costs, including permit, license and inspection costs, incurred with respect to the maintenance and operation installation of tenant or other occupants’ improvements in the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Building including, without limitation: (i) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12Building; (iii) utilities (except as separately metered marketing costs, including without limitation, leasing commissions, attorneys’ fees in connection with the negotiation and paid directly to preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments, space planning costs, and other costs and expenses incurred in connection with lease, sublease and/or assignment negotiations and transactions with present or prospective tenants or other occupants of the utility by Tenant)Building; (iv) maintenance expenses in connection with services or other benefits which are not offered to Tenant or for which Tenant is charged for directly but which are provided to another tenant or occupant of the Building and all associated systems serving the Building; (v) intentionally omittedcosts incurred by Landlord due to the violation by Landlord of the terms and conditions of any lease of space in the Building; (vi) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in or to the Building to the extent the same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; (vii) Landlord’s general corporate overhead and general and administrative expenses; (viii) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord; (ix) advertising and promotional expenditures, and costs of signs in or on the Building identifying the owner of the Building or other tenants’ signs; (x) tax penalties incurred as a result of Landlord’s negligence, inability or unwillingness to make payments and/or to file any tax or informational returns when due; (xi) costs for which Landlord has been compensated by a management fee, and any management fees in excess of those management fees which are normally and customarily charged by landlords of comparable buildings; (xii) costs arising from the negligence or fault of Landlord or its agents, or any vendors, contractors, or providers of materials or services selected, hired or engaged by Landlord or its agents including, without limitation, the selection of building materials; (xiii) costs arising from Landlord’s charitable or political contributions; (xiv) costs arising from defects in the base, shell or core of the Building, improvements installed by Landlord or repair thereof; (xv) costs (including in connection therewith all attorneys’ fees and costs of any portion of settlement, judgments and payments in lieu thereof) arising from claims, disputes or potential disputes in connection with potential or actual claims, litigation or arbitration pertaining to Landlord, other tenants and/or the Building; (viixvi) deductibles on insurance losscosts associated with the operation of the business of the corporation which constitutes Landlord as the same are distinguished from the costs of operation of the Building, including accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be in issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Building, costs of any disputes between Landlord and its employees (if any) not engaged in Building operation, disputes of Landlord with Building management, or outside fees paid in connection with disputes with other tenants; (viiixvii) security servicesany entertainment, if anydining or travel expenses for any purpose; (ixxviii) trash collection any flowers, gifts, balloons, etc., provided to any entity whatsoever, including, but not limited to, Tenant, other tenants, employees, vendors, contractors, prospective tenants and sweepingagents; (x) snow removal; and (xixix) the cost of any capital improvements that are made “tenant relations” parties, events or promotion not consented to by Tenant in writing; (xx) “in-house” legal and/or accounting fees; or (xxi) the Building costs of addressing any environmental condition (not caused by Tenant, its employees, agents, contractors, vendors, guests, or Common Areas with invitees) on or in the Parties’ express prior written agreement or approval as to same (includingLand, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditurePremises.

Operating Expenses. Beginning Throughout the Term of this Lease, commencing on the Commencement Date and continuing throughout the TermDate, T▇▇▇▇▇ Tenant agrees to pay Landlord as “Additional Rent” its Proportionate additional rent in accordance with the terms of this Paragraph 6, Tenant's Share of Operating Expenses (as defined below in this Section 2.2.1) /or the taxes and insurance for the building of which the Premises are a part (the “Building”) Project and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred by Landlord with respect to the maintenance and operation of the Building operation, maintenance, repair, and replacement o/ the Project including, without limitation: (i) intentionally omittedany form of real property tax assessment, license tee, license tax, business license fee, commercial rental tax, levy, charge, improvement bond or similar imposition of any kind or nature imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural lighting, drainage or other improvement or special assessment district thereof; (ii) any and all assessments under any covenants, conditions and restrictions affecting the Project; (iii) water, sewer and other utility charges; (iv) costs of insurance maintained obtained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance Paragraph 19 of the Building and all associated systems serving the BuildingLease; (v) intentionally omittedwaste disposal and janitorial services; (vi) repair of any portion of the Buildingsecurity; (vii) deductibles on insurance losslabor; (viii) security servicesmanagement costs including, if anywithout limitation: (A) wages and salaries (and payroll taxes and similar charges) of property management employees, and (B) management office rental, supplies, equipment and related operating expenses and management tees; (ix) trash collection supplies, materials, equipment and sweepingtools including rental o/ personal property; (x) snow removalrepair and maintenance o/ the structural portions o/ the buildings with the Project, including the plumbing, heating, ventilating, air-conditioning and electrical systems installed or furnished by Landlord; and (xi) maintenance, costs and upkeep of ail parking and other Common Areas; (xii) depreciation on a straight line basis and rental of personal property used in maintenance; (xiii) amortization on a straight line basis over the cost useful life [together with interest at the Interest Rate on the unamortized balance] of all capitalized expenditures which are: (A) reasonably intended to produce a reduction in operating charges or energy consumption; or (B) required under any governmental law or regulation that was not applicable to the Project at the time it was originally constructed; or (C) for replacement of any capital improvements that are made Project equipment needed to operate the Project at the same quality levels as prior to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same replacement; (including, without limitation, with respect to the nature xiv) gardening and scope landscaping; (xv) maintenance of signs (other than signs of tenant's of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be Project); (xvi) personal property taxes levied on or attributable lo personal property used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas; (xvii) reasonable accounting, Land and/or the Project by Landlord audit, verification, legal and other than as described in the immediately preceding clause consulting fees; and (xixviii) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoingcosts and expenses of repairs, if the Parties are unable to agree on capital improvementsresurfacing, asrepairing, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Leasepainting, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord lighting, cleaning, refuse removal, security and Tenant agree that as of the Commencement Datesimilar items, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditure.including appropriate reserves

Operating Expenses. Beginning on Subject to the Commencement Date Excluded Costs (as defined below) relating to the Project, the term “Operating Expenses” means all expenses, costs, and continuing throughout amounts of every kind or nature that Landlord pays or incurs because of or in connection with the Termownership, T▇▇▇▇▇ agrees operation, management, maintenance, or repair of the Building, Common Areas and Project. Operating Expenses include, without limitation, the following amounts paid or incurred by Landlord relative to pay as “Additional Rent” its Proportionate Share the Building, Common Areas and Project: (a) the cost of Operating supplying utilities to all portions of the Project (other than tenant suites), including without limitation water, waste deposit, power, electricity, heating, ventilation, and air conditioning, (b) Tax Expenses and Insurance Expenses (as such terms are defined below below), (c) the cost of providing janitorial services, window washing services and of operating, managing, maintaining, and repairing all building systems, including without limitation utility, mechanical, sanitary, storm drainage, and elevator systems, and the cost of supplies, tools, and equipment, as well as maintenance and service contracts in this Section 2.2.1connection with those systems, (d) for the building cost of which licenses, certificates, permits, and inspections relating to the Premises are a part operation of the Project, (e) the “Building”cost of landscaping, (f) the cost of repairing, cleaning, sweeping, painting, striping, replacing and repaving, curbs, parking areas, walkways, guardrails, bumpers, fences, screens, flagpoles, bicycle racks, signs, and other markers, drainage pipes, ducts, conduits, lighting facilities, and all other elements and amenities of the Common Area, (g) the cost of inspection, maintenance, repair, and depreciation costs (excluding acquisition costs) of any common and all machinery and equipment used in the operation and maintenance of the Project, including personal property taxes and other charges and taxes incurred in connection with such equipment; (h) the cost of maintenance of and compliance with federal, state, or local governmental ambient air, environmental, health, and safety standards; (i) the cost of consumable materials, (j) the cost of contesting the validity or applicability of any government enactments that may affect the Operating Expenses, (k) the cost of maintenance, repair, and restoration of any parking areas associated therewith or structures, including, without limitation, paving and parking areasresurfacing, roadsrepainting, alleysrestriping, and drivewayscleaning costs, landscaping (l) fees, charges, and exterior lighting other costs, including administrative, whether paid to Landlord, an affiliate of Landlord’s, or a third party, consulting fees, legal fees, and accounting fees of all persons engaged by Landlord or otherwise reasonably incurred by Landlord in connection with the operation, management, maintenance, and repair of the Project, (m) wages, salaries, and other compensation and benefits of all persons engaged in the operation, maintenance, repair, or security of the Project plus employer’s Social Security taxes, unemployment taxes, insurance, and any other taxes imposed on Landlord that may be levied on those wages, salaries, and other compensation and benefits. If any of Landlord’s employees provide services for more than one project of Landlord’s, only the prorated portion of those employees’ wages, salaries, other compensation and benefits, and taxes reflecting the percentage of their working time devoted to the Project will be included in the Operating Expenses, (n) payments under any easement, CC&R’s, license, operating agreement, declaration, restrictive covenant, or other instrument relating to the sharing of costs affecting the Project, (o) amortization (including interest on the unamortized cost at a rate equal to the floating commercial loan rate announced from time to time by Bank of America as its “Common Areas”reference rate” (or a comparable rate selected by Landlord if such reference rate ceases to be published) plus 3 percentage points per annum) of the cost of acquiring or renting personal property used in the maintenance, repair, and operation of the Project, (p) fees and expenses for consultants retained by Landlord from time to time for the purposes of energy conservation, waste treatment, and water recycling, (q) the costs of any capital improvements (excluding structural modifications) installed and/or paid for by Landlord, (i) in order to comply with any Laws, change in Laws, or any other rules, regulations or requirements of any governmental or quasi-governmental authority having jurisdiction or of the board of fire underwriters or similar insurance body (except to the extent that such maintenance and costs are chargeable Tenant is otherwise obligated, pursuant to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred by Landlord with respect to undertake such improvements or structural modifications at Tenant’s cost), or (ii) in order to cause or attempt to cause labor saving, energy saving, or other economies in the maintenance and operation of the Building including, without limitation: (i) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion of the Building; (vii) deductibles on insurance loss; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same Project (including, without limitation, with respect as related to the nature energy generation, water recycling and scope of the capital improvementswaste treatment), any , and all plans related thereto, (r) the cost thereof of maintenance of all heating, ventilating and any air condition systems, including, without limitation, heating and all contractors condenser water to be used in connection with facilitate the performance thereof and any modification or change production of air conditioning (collectively, “HVAC”) relating to any of individual premises and/or the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described HVAC systems exclusively serving other tenants’ premises that are directly paid for, or reimbursed, by such other tenants. All capital expenditures shall be amortized (including interest on the unamortized cost at the rate stated in the immediately preceding clause subparagraph (xio) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this LeaseParagraph) over their useful life, the term “Proportionate Share” means the percentage as reasonably determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reducedcertified public accountant. Operating Expenses shall be calculated in conformity with generally accepted accounting principleswill not, applied on a consistent basis throughout the Termhowever, and in accordance with industry standards such include any Excluded Costs (as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenantdefined below), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditure.

Operating Expenses. Beginning on the Commencement Date and continuing throughout the Term, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share For purposes of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, "Operating Expenses" shall consist of the total (without duplication) of all actual expenses and costs and expenses incurred by Landlord with respect to the of ownership, administration, operation, management, maintenance and operation repair of the Building Project (other than Real Property Taxes), including, without limitation: (i1) intentionally omitted; (ii) premiums for insurance maintained by Landlord pursuant to Section 12this Lease or otherwise for the benefit of the Project; (iii2) utilities wages, salaries and related expenses of all on-site and off-site employees-engaged in operation, management, maintenance and security, including without limitation, payroll taxes and similar government charges with respect thereto, insurance, retirement, fringe benefits and uniform allowances payable to employees; (except as separately metered 3) all supplies, materials and paid directly to equipment (including rentals) used in such operation, management, maintenance and repair (4) all maintenance, security and service costs; (5) all janitorial costs, including refuse removal and window cleaning; (6) costs incurred in the utility management of the Project (including supplies), together with a fee for the management of the Project and the rental cost of an on-site management office; (7) consultant, legal and accounting expenses, including the cost of audits by Tenantcertified public accountants; (8) costs of operating and maintaining elevator(s) (if any); (iv9) maintenance all maintenance, repair and replacement costs relating to the Project, including sidewalks, landscaping, snow removal, signs (other than tenant signs), service areas, mechanical rooms, parking and plaza areas, Project exterior, driveways, including any assessments against the Project pursuant to any covenants, conditions or restrictions, reciprocal easement agreements, tenancy in common agreements or similar restrictions or agreements; (10) painting, decorating and furbishing of the Building Project and all associated systems serving repairing, restriping and resurfacing the Buildingparking facilities and parking areas of the Project; (v11) intentionally omittedroof system maintenance and repairs; (vi12) repair amortization of any portion capital improvements to the extent such capital improvements are installed or used to reduce the costs of other items included in Operating Expenses (whether or not such costs in respect of the Buildingsame are in fact reduced) or to the extent such improvements are required by laws, rules, ordinances or regulations; (vii13) deductibles any personal property taxes levied on insurance loss; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made or attributable to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be personal property used in connection with the performance operation, management, maintenance and/or repair of the Project; (14) the cost of permits, certificates and licenses required in connection with the Project or any portion thereof or any areas used in connection therewith (except building permits and other development permits), and any modification other costs levied, assessed or change to imposed by or at the direction of, or resulting from statutes or regulations or interpretations thereof promulgated by any federal or governmental authority in connection with the use or occupancy of the foregoing prior to completion Project; and (15) water and sewer costs and charges, and the charges and costs of electricity for the operation of the applicable improvements). For clarityheating, Tenant has no obligation whatsoever for any capital improvements that are made to ventilating, and air conditioning systems serving the BuildingProject, excluding the Premises, and including the Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage Areas of the Premises by Project; and (16) any other expenses of any kind whatsoever reasonably incurred in managing, operating, maintaining and repairing the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reducedProject. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published reduced by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen following: (15a) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed actually received by Landlord, the net proceeds (after deduction of all costs of recovery thereof, including insurance deductible and reasonable legal fees) of insurance and damages paid by third parties and which are not applied to reconstruction or required to be paid to Landlord's mortgagee; (b) specific costs incurred for the account of, separately billed to, and paid by specific tenants; (c) repairs or replacements to the extent that the cost of the same is recovered by Landlord pursuant to original construction warranties; (d) interest on debt or capital retirement of debt; and Tenant prior to incurring any such capital expenditure(e) Landlord's cost of tenant leasehold improvements, leasing commissions and reasonable legal fees arising from lease disputes.

Operating Expenses. Beginning on Tenant shall also pay Landlord monthly in advance, without demand, offset, abatement or deduction, except as set forth herein, as additional rent during the Commencement Date and continuing throughout the Lease Term, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Tenant's Proportionate Share of all costs which Landlord may incur in owning, maintaining, operating, repairing and replacing the building(s), Common Areas and all other improvements within the Project. All such costs are referred to herein as "Operating Expenses (as Expenses" and are hereby defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith includingto include, without limitation, paving the following: (a) maintenance, operational, repair and parking areasreplacement costs; (b) electricity, roadsfuel, alleyswater, sewer, gas and drivewaysother common utility charges for the Project; (c) equipment used to perform maintenance, landscaping operation, repair or replacement work for the Project; (d) exterior window washing and exterior lighting janitorial services; (“Common Areas”e) debris, snow and ice removal; (f) landscaping; (g) management fees (not to exceed 4% of gross Rent); (h) wages and benefits payable to employees of Landlord employed to perform maintenance, operation, repair or replacement work for the Project; (i) all services, supplies, repairs, replacements or other expenses for maintaining, operating, repairing or replacing the Project; (j) improvements made to the extent Project which are required under any governmental law or regulation that such maintenance was not applicable to the Project at the time it was constructed; (k) installation of any device or other equipment which improves the operating efficiency of any system within the Premises or the Project and costs are chargeable to Tenant under this Lease. The term “thereby reduces Operating Expenses” means, except as otherwise expressly set forth in this ; (l) all real property taxes and installments of special assessments due and payable during the term of the Lease, including dues and assessments by means of covenants, conditions, easements or restrictions of record and/or owners' associations which accrue against the Project during the term of this Lease and legal fees incurred in connection with actions to reduce the same (excluding any special assessments relating to the initial construction of the Project); (m) all costs insurance premiums Landlord is required to pay, including without limitation, fire and expenses incurred extended coverage, commercial general liability insurance, rent loss insurance and other insurance reasonably required by Landlord with respect to the maintenance Project (and operation of the Building including, without limitation: (i) intentionally omitted; (ii) insurance maintained all costs borne by Landlord pursuant in repairing damage caused by risks which, though insured under such insurance policies, are not covered due to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant"deductible" provisions therein); (ivn) maintenance of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion of the Building; (vii) deductibles on insurance loss; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair and testing of fire sprinkler systems; (o) the yearly amortization of major non-recurring capital expenditures, costs and repairs which shall be amortized over the useful life of the expenditure, cost or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage repair as determined by dividing Landlord, and (p) all other expenses which would generally be regarded as operating, repair, replacement and maintenance expenses or Common Area expenses. Notwithstanding the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Dateabove, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout not include the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditure.following expenses:

Operating Expenses. Beginning on the Commencement Date and continuing throughout the Term, T(a) ▇▇▇▇▇▇ agrees to pay upon demand during the term of the Lease and subject to the limitation as “Additional Rent” its Proportionate hereinafter set forth, as further additional rent, ▇▇▇▇▇▇'s Percentage Share of all Operating Expenses paid or incurred by Landlord. (b) Said Percentage Share of Operating Expenses shall be paid to Landlord, (a) upon presentation of invoice setting forth such share of Operating Expenses and/or (b) at the option of Landlord, paid to Landlord monthly, in advance, ▇▇▇▇▇▇'s share of an amount estimated by Landlord, which estimated amount shall be reconciled at the end of each calendar year as defined below compared with ▇▇▇▇▇▇▇▇'s actual expenditure for Operating Expenses as provided in the Addendum. (c) For purposes of this Section 2.2.1) for 5, "Operating Expenses" shall mean the building of which total cost and expense incurred in operating and maintaining the Premises are a part (the “Building”) and any common areas associated therewith Property, including, without limitation: (a) all license, paving permit and parking areasinspection fees, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”b) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred premiums for any insurance maintained by Landlord with respect to the maintenance Property including property damage, extended coverage, earthquake and operation of the Building includingflood insurance, without limitation: and such other endorsements covering hazards normally insured by commercial property owners; (c) repairs; (d) line painting; (e) lighting; (f) signing; (g) sanitary control; (h) supplies; (i) intentionally omittedremoval of trash, rubbish, garbage and other refuse; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion of the Building; (vii) deductibles on insurance loss; (viiij) security services, if any; (ixk) trash collection reasonable reserves for replacements and sweepingrepairs; (x) snow removal; and (xil) the cost of any capital improvement made to structures or added to the common areas due to governmental requirements amortized over a reasonable period with interest at ten percent(10%) per annum on the unamortized cost; (m) management; (n) bookkeeping; and (o) the costs of personnel to implement such services and to direct parking and otherwise regulate, maintain and repair the building(s) and the common facilities; (p) utilities; (q) janitorial, heating, ventilating and air conditioning services; (r) increased interest expense caused by rate increases on Landlord's debt service; (s) wages, salaries, fringe benefits and payroll burden of employees; (t) project office rent or rental value; (u) depreciation on personal property; (v) the cost of capital improvements that are made to the Building or Common Areas with anticipated to reduce other Operating Expenses; and (w) gardening and landscaping. "Common Areas" shall mean all areas, spaces, equipment and special services provided by Landlord for common or joint use or benefit of the Parties’ express prior written agreement or approval as to same (includingoccupants of the Building, their employees, agents and customers, including without limitation, with respect to the nature and scope of the capital improvementsparking areas, any and all plans related theretodriveways, the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For claritylandscaped areas, Tenant has no obligation whatsoever for any capital improvements that are made to the Buildingsidewalks, Common Areasrestrooms, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoingretaining walls, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditureetc.

Operating Expenses. Beginning on the Commencement Date and continuing throughout the Term, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, refers to and shall be all costs and expenses of every kind and nature, whether or not the item may be specifically mentioned or not herein, paid or incurred by Landlord in operating, advertising, equipping, policing and protecting, cleaning, lighting, insuring, repairing, replacing and maintaining the Center, including without limitation, the Common Areas and all other areas, facilities and buildings in the Center or adjacent to the Center, including the cost of insuring all property provided by Landlord which may at any time comprise the Center and all taxes thereupon. Landlord may, in Landlord’s sole and absolute discretion from time to time, include equitable allocations of any of the Operating Expenses hereinafter set forth to all buildings in the Center or any one specific building or to any other building in or adjacent to the Center. Operating Expenses may include but not be limited to, all such costs and expenses of: a) illumination and maintenance and installation of signs and/or tenant directories; b) the cost of water, sewer, gas, propane, electricity, and other publicly mandated services not separately metered; c) repair, maintenance and/or replacement of all on or off-site water lines, electrical lines, gas lines, sanitary sewer lines, telephone lines, cable or data lines, storm water lines, or other utilities serving the Center; d) maintenance, repair and replacement of light fixtures and lighting standards (including replacement of tubes, ballasts and lamps); e) Common Area snow and ice removal, sweeping, blowing, power or pressure washing, window washing, awning cleaning (and replacement thereof); f) repair, maintenance, and replacement of public toilets, public seating, bicycle racks, trash and cigarette receptacles, pedestrian control devices, or any item generally located in a public plaza, walkway, courtyard, or building; g) repair, maintenance, replacement and depreciation of the parking areas and/or parking lots, including repaving and restriping of the paved areas and any parking equipment, the maintenance and operations of the Center parking, Common Area parking lots, and/or any adjacent parking lots used by the Center including the cost of personnel to implement such services, including the directing of parking and all parking lot supplies; h) trash disposal services or the removal of trash and debris; I) janitorial services, pest control services, and the cost of any environmental inspections; j) planting, replacing and maintaining landscaping, sprinkler systems and ▇▇▇▇▇; k) licenses, permits and/or any City, County, State or Federal fee or assessment attributable to Center, and the costs incurred in complying with governmental regulations (exclusively of any tenant’s premises), whether done voluntarily or by mandate of governmental authorities, including any costs incurred in complying with the Americans With Disabilities Act of 1990, as amended from time-to-time, with respect to the maintenance Common Areas; l) policing, patrolling and operation security services; m) all heating, air conditioning, plumbing, electrical systems, communication and data systems, and other equipment used in common by, or for the benefit of, Tenants or occupants of the Building includingCenter and the repair, without limitation: (imaintenance and/or replacement of same including cleaning supply and return air ducts; n) intentionally omittedelevators, escalators, or other lift or transport devices; (iio) maintenance, repair and testing of file/life safety equipment, fire detection systems, fire sprinkler systems, pre-action devices, and alarm systems; p) improvements, capital improvements, roof repairs and replacement, building repairs and replacement, painting, patching, and stucco; q) premiums for liability and property insurance, earthquake insurance, premiums for insurance against fire, theft and other casualties covered by extended coverage insurance, including Rent insurance, liability for defamation and false arrest, plat glass in common areas and fidelity bonds for employees of Landlord, the cost of the premiums for the insurance policies maintained and payable by Landlord pursuant to Section 12Landlord’s Initials Article 6, any deductible portion of an insured loss concerning the buildings or the Common Areas, and the costs (including consulting fees) incurred in connection with the procurement of insurance and reasonable reserves for deductibles and any self-insured retention; (iiir) utilities (except as separately metered Real Estate Taxes payable by Landlord pursuant to Article 5, and paid directly to personal property taxes, sales and use taxes on material, equipment, supplies and services; s) supplies, holiday decorations, grand opening costs, promotional costs, advertising costs; t) the utility by Tenant); (iv) cost of maintenance of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair replacement of any portion camera equipment, music equipment, snow removal equipment, maintenance equipment, supplying services to both the Common Areas and buildings; u) replacement of the Buildingequipment or improvements that have a useful life for accounting purposes of 5 years or less; (vii) deductibles on insurance loss; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xiv) the cost of any capital improvements that are made Capital Expenditure to the Building building or the Center not covered under the provisions of Article 8 provided however, that Landlord shall allocate the cost of any such Capital Expenditure over a ten (10) year period and Tenant shall not be required to pay more than Tenant’s Share of 1/120th of the cost of such Capital Expenditure in any given months; w) the reasonable depreciation of maintenance equipment used in the operation and maintenance of the Common Areas with and the PartiesCenter; x) total compensation and benefits, including premiums for workers’ express prior written agreement compensation and other insurance, paid to or approval as to same on behalf of Landlord’s employees involved in the performance of the work specified hereunder in this Section 9.1; y) labor, salaries, and applicable fringe benefits and costs, materials, supplies and tools, used in maintaining, servicing, cleaning, repairing, enhancing, improving, and/or upgrading the Center; z) operating costs and maintenance costs for the property management and/or maintenance offices in the Center, including all costs and expenses (includingincluding wages, without limitationsalaries, with respect employee benefits, unemployment insurance and social security payments) relating to the nature employment of all on-site personnel, including Center manager, promotional and scope of the capital improvements, any Center personnel and all plans related thereto, the cost thereof and any and all contractors to be used other on-site personnel utilized in connection with the performance thereof operation, maintenance and repairs of the Center, and the accounting and management fees attributable to the operation of the Center; aa) parcel pickup, delivery services, copying or fax charges, postage, telephone or any modification or change other service to any be provided by Landlord that is elsewhere in this Lease stated to be an “Operating Expense; and bb) an amount equal to fifteen percent (15%) of the total of all of the foregoing prior costs and expenses to completion cover Landlord’s administrative cost. The inclusion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described facilities and services set forth in the immediately preceding clause (xi) or otherwise made in accordance with language of this Section 2.2.1. Without limiting the foregoing, if the Parties are unable shall not be deemed to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on impose an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by obligation upon Landlord to Tenant)either have said improvements or facilities or to provide those services unless the Center already has the same, except Landlord already provides the services, or Landlord has agreed elsewhere in this Lease to provide the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expendituresame or some of them.

Operating Expenses. Beginning on the Commencement Date and continuing throughout the Term, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred by Landlord with respect to the maintenance and operation of the Building including, without limitation: (i) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion of the Building; (vii) deductibles on insurance loss; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage ------------------ "Operating expenses" shall mean all expenses paid or incurred by Landlord (or on Landlord's behalf) as reasonably determined by dividing Landlord to be necessary or appropriate for the rentable square footage efficient operation, maintenance and repair of the Premises by Land and/or Building, including the total rentable square footage common areas of the Building. , including without limitation: (i) salaries, wages, medical, surgical, union and general welfare benefits (including, without limitation, group life insurance) and pension payments of employees of Landlord engaged in the repair, operation and Tenant agree that as maintenance of the Commencement DateLand and/or Building; (ii) payroll taxes, T▇▇▇▇▇’s Proportionate Share workers' compensation insurance, uniforms and related expenses for employees; (iii) the cost of all charges for gas, steam, electricity, heat, ventilation, air- conditioning, water and other utilities furnished to the Building, together with any taxes on such utilities; (iv) the cost of painting of public areas; (v) the cost of all charges of insurance, including rent loss insurance, casualty, liability, fire with extended coverage endorsement and fidelity insurance, with regard to the Land and/or Building and the maintenance and/or operation thereof; (vi) the cost or rental of all supplies including without limitation, cleaning supplies, light bulbs, tubes and ballasts, materials and equipment and sales and other taxes thereon; (vii) the cost of hand tools and other movable equipment used in the repair maintenance or operation of the Building amortized over the useful life of such hand tools and movable equipment (as reasonably estimated by Landlord); (viii) the cost of all charges for window and other cleaning and janitorial and security services; (ix) charges of independent contractors performing repairs or services to the Land and/or Building; (x) non-capital repairs; (xi) remodeling of the public and common areas of the Building including, without limitation, repainting, replacement and repair of furnishings, fixtures, accessories, carpeting or other floor covering, wall and window coverings in the public and common areas, the cost of which shall be one hundred amortized (with interest at the rate of nine percent [9%] on the unamortized balance) over the useful life of the improvements as reasonably estimated by Landlord; (xii) alterations and improvements to the Building made by reason of the laws and requirements of any public authorities or the requirements of insurance bodies; (xiii) management fees paid to a third party, or, if no managing agent is employed by Landlord, Landlord shall be entitled to charge a management fee which is not in excess of four percent (1004%). Landlord ) of gross revenue, and such fee shall equitably adjust Tenant’s Proportionate Share be included in the event Operating Expenses; (xiv) the Premises cost of any capital improvements or repairs to the Building are expanded and/or of any machinery or reduced. equipment installed in the Building amortized (with interest at the rate of nine percent [9%] on the unamortized balance) over the useful life of the improvement, machinery and/or equipment as reasonably estimated by Landlord, which is made or becomes operational, as the case may be, after the completion of the construction of the Building and which have a reasonable probability of reducing the expenses which otherwise would be included in Operating Expenses shall be calculated Expenses; (xv) reasonable legal, accounting and other professional fees incurred in conformity connection with operation, maintenance and management of the Land and/or Building; (xvi) the cost of providing elevator service; (xvii) the cost of landscape and parking area maintenance and repair; (xviii) the common area charges to which the Building is subject; (xix) Taxes as defined in Section 4.3; and (xx) all other charges properly allocable to the operation, repair and maintenance of the Building in accordance with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditure.

Operating Expenses. Beginning on the Commencement Date and continuing throughout the Term, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred by Landlord with respect to the maintenance and operation of the Building including, without limitation: (i) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion of the Building; (vii) deductibles on insurance loss; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage ------------------ "Operating Expenses" shall mean all expenses paid or incurred by Landlord (or on Landlord's behalf) as reasonably determined by dividing Landlord to be necessary or appropriate for the rentable square footage efficient operation, maintenance and repair of the Premises by Land and/or Building, including the total rentable square footage common areas of the Building. , including without limitation: (i) salaries, wages, medical, surgical, union and general welfare benefits (including, without limitation, group life insurance) and pension payments of employees of Landlord engaged in the repair, operation and Tenant agree that as maintenance of the Commencement DateLand and/or Building; (ii) payroll taxes, T▇▇▇▇▇’s Proportionate Share workers compensation insurance, uniforms and related expenses for employees; (iii) the cost of all charges for gas, steam, electricity, heat, ventilation, air- conditioning, water and other utilities furnished to the Building, together with any taxes on such utilities; (iv) the cost of painting of public areas; (v) the cost of all charges of insurance, including but not limited to all risk property insurance with rent loss coverage, liability and fidelity insurance, with regard to the Land and/or Building and the maintenance and/or operation thereof; (vi) the cost or rental of all supplies, including without limitation, cleaning supplies, light bulbs, tubes and ballasts, materials and equipment, and sales and other taxes thereon; (vii) the cost of hand tools and other movable equipment used in the repair, maintenance or operation of the Building amortized over the useful life of such hand tools and movable equipment (as reasonably estimated by Landlord); (viii) the cost of all charges for window and other cleaning and janitorial and security services; (ix) charges of independent contractors performing repairs or services to the Land and/or Building; (x) non- capital repairs; (xi) remodeling of the public and common areas of the Building including, without limitation, repainting, replacement and repair of furnishings, fixtures, accessories, carpeting or other floor covering, wall and window coverings in the public and common areas, the cost of which shall be one hundred amortized (with interest at the rate of nine percent (1009%). ) on the unamortized balance) over the useful life of the improvements as reasonably estimated by Landlord; (xii) alterations and improvements to the Building made by reason of Legal Requirements or the requirements of insurance bodies; (xiii) management fees paid to a third party, or, if no managing agent is employed by Landlord, Landlord shall equitably adjust Tenant’s Proportionate Share be entitled to charge a management fee which is not in excess of four percent (4%) of gross revenue, and such fee shall be included in the event Operating Expenses; (xiv) the Premises cost of any capital improvements or repairs to the Building are expanded and/or of any machinery or reduced. equipment installed in the Building amortized (with interest at the rate of nine percent (9%) on the unamortized balance) over the useful life of the improvement, machinery and or equipment as reasonably estimated by Landlord, which is made or becomes operational, as the case may be, after the completion of the construction of the Building and which have a reasonable probability of reducing the expenses which otherwise would be included in Operating Expenses shall be calculated Expenses; (xv) reasonable legal, accounting and other professional fees incurred in conformity connection with operation, maintenance and management of the Land and/or Building; (xvi) the cost of providing elevator service; (xvii) the cost of landscape and parking area maintenance and repair; (xviii) the common area charges to which the Building is subject, if any; (xix) Taxes as defined in Section 4.3; and (xx) all other charges properly allocable to the operation, repair and maintenance of the Building in accordance with generally accepted accounting principles. Accounting for Operating Expenses, applied on a consistent basis throughout including the Termmatters set forth in Sections 4 and 5 of this Lease, and shall be in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditureconsistently applied.

Operating Expenses. Beginning Throughout the Term of this Lease, commencing on the Commencement Date and continuing throughout Date, Tenant agrees to pay Landlord as additional rent in accordance with the Term, Tterms of this P▇▇▇▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate ▇, ▇▇▇▇▇▇’s Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which taxes and insurance for the Premises are a part (the “Building”) Project and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred by Landlord with respect to for the maintenance operation, maintenance, repair, and operation replacement of the Building Project including, without limitation: (i) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance any form of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair real property tax assessment, license fee, license tax, business license fee, commercial rental tax, levy, charge, improvement bond or similar imposition of any portion of kind or nature imposed by any authority having the Building; (vii) deductibles on insurance loss; (viii) security servicesdirect power to tax, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of including any capital improvements that are made to the Building city, county, state or Common Areas with the Parties’ express prior written agreement federal government, or approval as to same (any school, agricultural, lighting, drainage or other improvement or special assessment district thereof, including, without limitation, with respect any new taxes which are in substitution for or in addition to the nature and scope of the capital improvements, any current taxes payable hereunder; (ii) any and all plans assessments under any covenants, conditions and restrictions affecting the Project; (iii) water, sewer and other utility charges; (iv) costs of insurance obtained by Landlord pursuant to Paragraph 19 of the Lease; (v) waste disposal and janitorial services; (vi) security; (vii) labor; (viii) management costs including, without limitation: (A) wages and salaries (and payroll taxes and similar charges ) of property management employees, and (B) management office rental, supplies, equipment and related theretooperating expenses and management fees; (ix) supplies, materials, equipment and tools including rental of personal property; (x) repair and maintenance of the cost thereof structural portions of the buildings with the Project, including the plumbing, heating, ventilating, air-conditioning and electrical systems installed or furnished by Landlord; (xi) maintenance, costs and upkeep of all parking and other Common Areas; (xii) depreciation on a straight line basis and rental of personal property used in maintenance; (xiii) amortization on a straight line basis over the useful life [together with interest at the Interest Rate on the unamortized balance] of all capitalized expenditures which are: (A) reasonably intended to produce a reduction in operating charges or energy consumption; or (B) required under any governmental law or regulation that was not applicable to the Project at the time it was originally constructed; or (C) for replacement of any Project equipment needed to operate the Project at the same quality levels as prior to the replacement; (xiv) gardening and all contractors landscaping; (xv) maintenance of signs (other than signs of tenants of the Project); (xvi) personal property taxes levied on or attributable to be personal property used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas; (xvii) reasonable accounting, Land and/or the Project by Landlord audit, verification, legal and other than as described in the immediately preceding clause consulting fees; and (xixviii) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoingcosts and expenses of repairs, if the Parties are unable to agree on capital improvementsresurfacing, asrepairing, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Leasepainting, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord lighting, cleaning, refuse removal, security and Tenant agree that as of the Commencement Datesimilar items, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditureincluding appropriate reserves.

Operating Expenses. Beginning on For purposes of this Article, the Commencement Date and continuing throughout term "OPERATING EXPENSES" shall mean the Term, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share sum of Operating Expenses (a) Impositions (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”5.04 below) and any common areas associated therewith (b) all expenses paid or incurred by Landlord or on Landlord's behalf in respect of the repair, maintenance and operation of the Building, the Land and the curbs, sidewalks and atriums adjoining the same, including, without limitation (i) salaries, wages, medical, surgical, union and general welfare benefits (including, without limitation, paving group life insurance) and parking areaspension payments of employees of Landlord engaged in the repair, roadsoperation and maintenance of the Building; (ii) payroll taxes, alleysworkmen's compensation, uniforms and related expenses for employees; (iii) the cost of all charges for gas, steam, electricity (determined as if Tenant's Proportionate Share of the Building's electrical service was separately metered to Tenant with respect to the Premises at the electrical utility's current rates for such service), any alternate source of energy, heat, ventilation, air-conditioning, water and other utilities furnished to the Building (including, without limitation, the Common Elements), together with any taxes on such utilities; (iv) the cost of painting; (v) the cost of all charges for rent, casualty, liability and fidelity insurance with regard to the Building and the maintenance and/or operation thereof; (vi) the cost of the purchase or rental of all supplies (including, without limitation, cleaning supplies), tools, materials and equipment, and drivewayssales and other taxes thereon; (vii) depreciation of hand tools and other movable equipment used in the repair, maintenance or operation of the Building; (viii) the cost of all charges for window and other cleaning and janitorial and security services, plant and landscaping service, plantings and exterior lighting replantings, elevator maintenance and repair, ice and snow removal and trash removal; (“Common Areas”ix) charges of independent contractors; (x) repairs and replacements made by Landlord at its expense; (xi) alterations and improvements to the Building made by reason of the laws and requirements of any public authorities or the requirements of insurance bodies; (xii) a management fee equal to the greater of five (5%) percent of the gross income derived from the Building or the amount which is not in excess of the then prevailing rates for management fees of other first class office buildings in the City of Hartford, Connecticut; (xiii) that portion of the cost of any capital expenditures for repair or replacement of any Building element (which expenses are not chargeable to Operating Expenses under any other clause of this Section and which would be capitalized under Landlord's method of accounting) allocated to that Operating Year by dividing the amount of the expenditure by the useful life (as reasonable estimated by Landlord) of such capital expenditure; (xiv) reasonable legal, accounting and other professional fees incurred in connection with the operation, maintenance and management of the Building, and (xv) all other charges properly allocable to the repair, operation and maintenance of the Building in accordance with generally accepted accounting principles; EXCLUDING, HOWEVER, (1) an allowance for depreciation on the Building, (2) interest on and amortization of debts, (3) leasehold improvements, (4) brokerage commissions and advertising expenses for procuring new tenants of the Building, (5) refinancing costs, (6) the cost of any item included in Operating Expenses under clauses (i)-(xv) to the extent that such maintenance cost is reimbursed by an insurance company, a condemning authority, a tenant or any other party, but if at the time Operating Expenses are determined for an Operating Year such reimbursement has not been made, such cost may be included in Operating Expenses and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred by Landlord with respect to the maintenance and operation of the Building including, without limitation: (i) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion of the Building; (vii) deductibles on insurance loss; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are an adjustment shall be made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined if such reimbursement is actually received by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditureLandlord.

Operating Expenses. Beginning on In addition to the Commencement Date and continuing throughout the TermMonthly Base Rent, T▇▇▇▇▇ agrees Tenant shall pay to pay as “Additional Rent” its Proportionate Share Landlord Tenant’s Percentage of Operating Expenses (as defined below which includes the Building Percentage of all costs and expenses of operation and maintenance of the Property Common Areas and the Site), in the manner and at the times set forth in the following provisions of this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease1.18. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, shall consist of all costs and expenses incurred by Landlord with respect to the of operation, maintenance and operation repair of the Building includingand Building Common Areas as determined by standard accounting practices, without together with the Building Percentage of all costs and expenses of operation and maintenance of the Property Common Areas and the Site as determined by standard accounting practices and after the Relocation Date, calculated assuming the Property is at least ninety-five percent (95%) occupied. Operating Expenses include the following costs by way of illustration but not limitation: (i) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion of the Building; (vii) deductibles on insurance loss; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used in connection assessments imposed with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made respect to the Building, Common Areas, Land and/or Site pursuant to any covenants, conditions and restrictions affecting the Project Property; (ii) costs, levies or assessments resulting from statutes or regulations promulgated by Landlord other than any government authority in connection with the use or occupancy of the Site, Building or the Premises; (iii) all costs of utilities serving the Common Areas and any costs of utilities for the Premises which are not separately metered and all costs of any HVAC contracts and/or any repairs, maintenance or replacements required thereunder as described provided in Section 1.19.b below, (iv) all Taxes and Insurance Costs as defined in the immediately preceding clause Standard Lease Provisions, (xiv) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoingwaste disposal; (vi) security, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional any; (vii) costs incurred in the area management of expertise required for the subject capital improvement(s)Site, Building and Common Areas, including, without limitation: (1) to determine commercially reasonable supplies, materials, equipment and tools, (2) wages, salaries, benefits, pension payments, fringe benefits, (and payroll taxes, insurance and similar governmental charges related thereto) of employees used in the operation and maintenance of the Site, Building and Common Areas, (3) the rental of personal property used by Landlord’s personnel in the maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage and operation of the Premises Property, (4) accounting fees, legal fees and real estate consultant’s fees, and (5) management/administrative fee in an amount not to exceed ten percent (10%) of the Operating Expenses, excluding all Taxes and Insurance Costs; (viii) repair and maintenance of other portions of the Building other than such portions as are maintained by Tenant, including the total rentable square footage elevators (if any), restrooms (if any), structural and non-structural portions of the Building. , and the plumbing, heating, ventilating, air-conditioning and electrical systems installed or furnished by Landlord and not maintained by Tenant agree that as pursuant to Section 8.2 of the Commencement DateStandard Provisions; (ix) maintenance, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent costs and upkeep of all parking and Common Areas; (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized x) amortization on a straight-line basis over the useful life together with interest at the Interest Rate (as defined in Section 1.13 of the Lease Summary) on the unamortized balance of all costs of a period capital nature (including, without limitation, capital improvements, capital replacements, capital repairs, capital equipment and capital tools): (1) reasonably intended to produce a reduction in operating charges or energy consumption; or (2) required after the date of this Lease under any Law that was not applicable to the Building at the time it was originally constructed; or (3) for repair or replacement of any equipment or improvements needed to operate and/or maintain the Building, the Common Areas and/or the Site at the same quality levels as prior to the repair or replacement; (xi) costs and expenses of gardening and landscaping; (xii) maintenance of signs (other than signs of tenants of the Site); (xiii) personal property taxes levied on or attributable to personal property used in connection with the Building, the Common Areas and/or the Site; and (xiv) costs and expenses of repairs, resurfacing, repairing, maintenance, painting, lighting and similar items, including appropriate reserves. Landlord shall have the right, from time to time, to equitably allocate some or all of the Operating Expenses among different tenants and/or different buildings and/or difference premises of the Property based upon differing levels of use, demand, risk, or other distinctions among such parties, premises or Buildings (the “Cost Pools”). Such Cost Pools may include, for example, all office space tenants or industrial/R&D space tenants in the Property, Taxes and Insurance Costs based upon the applicable tenant improvements constructed within all or a portion of the Project, and may be modified to take into account the addition of any additional buildings within the Property. Accordingly, in the event of such allocations into Cost Pools, Tenant’s Percentage shall be appropriately adjusted to reflect such allocation. In addition, if Landlord does not furnish a particular service or work (the cost of which, if furnished by Landlord would be included in Operating Expenses) to a tenant (other than Tenant) that has undertaken to perform such service or work in lieu of receiving it from Landlord, then Operating Expenses, Insurance Costs, costs of utilities and/or Taxes, as applicable, shall be considered to be increased by an amount equal to the lesser additional Operating Expenses, Insurance Costs, costs of the useful life thereof for federal income tax purposes utilities and/or Taxes that Landlord would reasonably have incurred had Landlord furnished such service or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through work to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expendituretenant.

Operating Expenses. Beginning As used in this Section 4.4, the term "BUILDING'S SHARE" shall mean a fraction, the numerator of which is the rentable square footage of the Building, and the denominator of which is the rentable square footage of the Project. Throughout the Term of this Lease, commencing on the Commencement Date Date, and continuing throughout the Termin addition to Tenant's obligations set forth in Section 3.4 hereof, T▇▇▇▇▇ Tenant agrees to pay Landlord, as “Additional Rent” its Proportionate additional rent in accordance with the terms of this Section 4, the Building's Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith includingoperation, without limitationmaintenance, paving and parking areas, roads, alleysrepair, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred by Landlord with respect to the maintenance and operation replacement of the Building Project and the Common Area including, without limitation: (i) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance any form of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion of the Building; (vii) deductibles on insurance loss; (viii) security servicesreal property tax, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same assessment (including, without limitation, with respect change in ownership taxes and assessments), license fee, license tax, business license fee, commercial rental tax, levy, charge, improvement bond or similar imposition of any kind or nature imposed by any authority having the direct power to the nature and scope of the capital improvementstax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof; (ii) any and all plans assessments under any covenants, conditions and restrictions affecting the Project; (iii) water, sewer and other utility charges for the Common Area; (iv) costs of commercially reasonable insurance obtained by Landlord; (v) waste disposal and janitorial services; (vi) security (if any); (vii) labor; (viii) commercially reasonable management costs including, without limitation: (A) wages and salaries (and payroll taxes and similar charges ) of property management employees for the Common Area, (B) management office rental, supplies, equipment and related theretooperating expenses for the Common Area; (C) commercially reasonable management/administrative fees; and (D) association fees and assessments; (ix) supplies, materials, equipment and tools including rental of personal property; (x) repair and maintenance of the cost thereof structural portions of the buildings within the Project, including the plumbing, heating, ventilating, air-conditioning and any electrical systems installed or furnished by Landlord; (xi) maintenance, sweeping, repairs, resurfacing, and upkeep of all contractors parking and other Common Areas; (xii) amortization on a straight line basis over the useful life together with interest at the Interest Rate on the unamortized balance of all capitalized expenditures to be the Project; (xiii) gardening and landscaping; (xiv) maintenance of signs (other than signs of tenants of the Project); (xv) personal property taxes levied on or attributable to personal property used in connection with the performance thereof Common Areas; (xvi) reasonable accounting, audit, verification, legal and other consulting fees; and (xvii) any modification or change to any other costs and expenses of the foregoing prior to completion of the applicable improvements)repairs, maintenance, painting, lighting, cleaning, and similar items, including commercially reasonable reserves. For clarity, Tenant has no obligation whatsoever for any capital improvements that are made Notwithstanding anything above to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Leasecontrary, the term “Proportionate Share” means "Operating Expenses" shall not include costs to correct latent defects in the percentage determined by dividing the rentable square footage base, shell and core of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed not caused by Landlord and Tenant prior or Tenant's improvements to incurring any such capital expenditurethe Premises.

Operating Expenses. Beginning on (a) Tenant shall pay to Landlord during the Commencement Date and continuing throughout the Termterm of this Lease as additional rent [tenant’s percentage share of common operating expenses] (“Tenant’s Share”) of all Operating Expenses, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share of Operating Expenses (as defined below in this Section 2.2.1) for Lease, incurred in connection with the building operation of which the Premises are a part (Building or incurred in connection with the “Building”) operation of the Project and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) fairly allocable to the extent that such maintenance and costs are chargeable to Tenant under Building. (b) As used in this Lease. The term , “Operating Expenses” means, except as otherwise expressly set forth in this Lease, (i) all costs and expenses incurred by Landlord for the following: (A) the maintenance, repair, operation, and replacement of the Building’s heating, ventilation or air conditioning systems; (B) the maintenance, repair, cleaning, resurfacing, or painting, as appropriate, of the Building’s roof and walls; (C) the premiums paid to maintain the casualty and liability insurance carried by Landlord covering the Project pursuant to this Lease; (D) the provision of utilities to the Common Areas, including but not limited to gas, electricity, garbage and trash removal, and water for irrigation; (E) the maintenance of all landscaping in the Common Areas, including the installation and maintenance of irrigation system the planting and maintenance of shrubs, trees, flowering plants, and ground cover; (F) the compliance with respect all Laws; (G) the operation, maintenance, repair, cleaning, painting, and resurfacing of the parking lots included in the Common Areas; (H) the installation, repair, and maintenance of all light fixtures and signs located in the Common Areas and on or in the Building; (I) the provision of security to the Building and the Common Areas; (J) the maintenance of all parking areas, roadways, sidewalks, walkways, driveways, striping, fences, and gates contained in the Common Areas; (K) the establishment and maintenance of directories of tenants in the Building and the Project; and (L) the maintenance and operation repair of the Building includingall fire prevention and detection systems, without limitation: (i) intentionally omitted; including smoke detectors and sprinkler systems. (ii) insurance maintained management fees, whether for services rendered by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility Landlord, an affiliate of Landlord, Landlord’s employees, or a third- party property manager hired by Tenant); (iv) maintenance of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion of the Building; (vii) deductibles on insurance loss; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share ▇▇▇, provided that the total amount of management fees includable in the event the Premises or Building are expanded or reduced. Operating Expenses for purposes of this Lease shall not exceed [describe limit on pass-through of management fees]; (iii) Property Taxes paid by Landlord under this Lease; (iv) the amount of any deductible paid by Landlord in connection with an insured loss resulting from damage to the Project; (v) the amount of any uninsured loss resulting from damage to the Project; and (vi) all additional costs and expenses incurred by Landlord in connection with the operation, maintenance, repair, replacement, and protection of the Project that would be calculated in conformity with considered a current expense according to generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditure.

Operating Expenses. Beginning Throughout the Term of this Lease, commencing on the Commencement Date and continuing throughout Date, Tenant agrees to pay Landlord as additional rent in accordance with the Term, Tterms of this P▇▇▇▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate ▇, ▇▇▇▇▇▇’s Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which taxes and insurance for the Premises are a part (the “Building”) Project and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred by Landlord with respect to for the maintenance operation, maintenance, repair, and operation replacement of the Building Project including, without limitation: (i) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance any form of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair real property tax assessment, license fee, license tax, business license fee, commercial rental tax, levy, charge, improvement bond or similar imposition of any portion of kind or nature imposed by any authority having the Building; (vii) deductibles on insurance loss; (viii) security servicesdirect power to tax, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of including any capital improvements that are made to the Building city, county, state or Common Areas with the Parties’ express prior written agreement federal government, or approval as to same (any school, agricultural, lighting, drainage or other improvement or special assessment district thereof, including, without limitation, with respect any new taxes which are in substitution for or in addition to the nature and scope of the capital improvements, any current taxes payable hereunder; (ii) any and all plans assessments under any covenants, conditions and restrictions affecting the Project; (iii) water, sewer and other utility charges; (iv) costs of insurance obtained by Landlord pursuant to Paragraph 19 of the Lease; (v) waste disposal and janitorial services; (vi) security; (vii) labor; (viii) management costs including, without limitation: (A) wages and salaries (and payroll taxes and similar charges ) of property management employees, and (B) management office rental, supplies, equipment and related theretooperating expenses and management fees; (ix) supplies, materials, equipment and tools including rental of personal property; (x) repair and maintenance of the cost thereof structural portions of the buildings with the Project, including the plumbing, heating, ventilating, air-conditioning and electrical systems installed or furnished by Landlord; (xi) maintenance, costs and upkeep of all parking and other Common Areas; (xii) depreciation on a straight line basis and rental of personal property used in maintenance; (xiii) amortization on a straight line basis over the useful life [together with interest at the Interest Rate on the unamortized balance] of all capitalized expenditures which are: (A) reasonably intended to produce a reduction in operating charges or energy consumption; or (B) required under any governmental law or regulation that was not applicable to the Project at the time it was originally constructed; or (C) for replacement of any Project equipment needed to operate the Project at the same quality levels as prior to the replacement; (xiv) gardening and all contractors landscaping; (xv) maintenance of signs (other than signs of tenants of the Project); (xvi) personal property taxes levied on or attributable to be personal property used in connection with the performance thereof Common Areas; (xvii) reasonable accounting, audit, verification, legal and any modification other consulting fees in connection with the operation, maintenance, or change to any repair of the foregoing prior to completion Project; and (xviii) costs and expenses of the applicable improvements). For clarityrepairs, Tenant has no obligation whatsoever for any capital improvements that are made to the Buildingresurfacing, Common Areasrepairing, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Leasepainting, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord lighting, cleaning, refuse removal, security and Tenant agree that as of the Commencement Datesimilar items, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditureincluding appropriate reserves.

Operating Expenses. Beginning on the Commencement Date and continuing throughout the Termall costs, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs charges and expenses incurred by the Landlord, without duplication, in connection with the operation, maintenance and repair of the Land and Building and by way of example only but without limiting the generality of the foregoing, shall include the following: heating, ventilating and air-conditioning costs, maintenance, repairs and replacements; management or administration fees and expenses (which fees shall be equal to five percent (5%) of the gross revenue derived by Landlord with respect from the Land and Building); salaries, wages, medical, surgical, general welfare benefits (including group life insurance and pension payments), payroll taxes, workmen's compensation insurance contributions and unemployment insurance contributions for the employees of the Landlord (including the Building manager but excluding all executive personnel of the Landlord to the extent not specifically responsible for the administration of the Land and Building) engaged in the operation, administration, maintenance and operation repair of the Building including, without limitation: (i) intentionally omittedLand and Building; (ii) insurance maintained by Landlord pursuant to Section 12security personnel and systems; (iii) utilities electricity (except as charged separately metered to tenants), fuel, water (including sewer rental) and paid directly other utilities, taxes (excluding, to avoid duplication, Real Estate Taxes and Tax on Capital), licenses and fees; insurance costs, premiums and deductible payments in respect of fire, casualty, liability, property damage, boiler, loss of rental and such other form or forms of insurance relating to the utility by Tenant)Land and Building from time to time in effect; (iv) maintenance of the Building cleaning, supervision, maintenance, operation and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion of the Building; (vii) deductibles on insurance loss; (viii) security servicescosts, if any; (ix) trash collection expenses and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made charges relating to the Land and Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, the elevators, the garage and parking facilities, and other common areas and facilities) and the equipment, systems and fixtures therein and the making of all necessary repairs, modifications, renovations or replacements therein and thereto; building and cleaning supplies; equipment rental; depreciation of machinery, equipment, facilities and systems which by their nature require periodic replacement (to be amortised as required in the immediately following sentence of this paragraph 1.01(l)); cleaning of windows and exterior curtain walls; cleaning and maintenance of grounds (including snow removal), gardening and landscaping; garbage and waste collection and disposal; amounts payable pursuant to service contracts with independent contractors for maintenance, elevators, cleaning, refuse removal, security operations and repairs; expenditures relating to energy conservation measures or programs; legal and accounting fees and expenses incurred with respect to the nature and scope operation of the capital improvements, any Land and all plans related thereto, the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the generality of the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated includes all capital expenditures relating to the foregoing which in conformity accordance with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized amortised on a straight-line basis over a period equal to the lesser of the useful life thereof of the expenditure in question, it being understood that only the amortised portion plus interest on the unamortised portion of the capital expenditure, at the lending rate actually charged or chargeable to Landlord from time to time by its lenders, will be included in Operating Expenses for federal income tax purposes each year. Operating Expenses shall not include: i) costs or fifteen (15expenses attributable to defects in the original design or construction of the Building or of remedying construction inadequacies; ii) years and, if emphyteutic or other rent payable by Landlord under any emphyteutic lease or other lease of the Building and the Land; iii) costs of advertising in respect of the Building; iv) charges for special services rendered or special materials furnished to other tenants of the Building in excess of those generally rendered or furnished to such tenants in general; v) costs and expenses incurred to alter the Building for the special benefit of particular tenants as opposed to the benefit of the tenants of the Building in general and costs and expenses of installing partitions or other improvements for the premises of particular tenants; vi) any amount paid by Landlord as a fine or penalty as a result of a breach of law by Landlord with respect to the Building or the Land (provided such breach was not caused by or contributed to by Tenant) or in satisfaction of any judgment or pursuant to any out of court settlement; vii) the cost of any renovations, improvements or betterments to the original structure of the Building which are optional to Landlord; viii) any depreciation of the Building or on any original equipment or fixtures thereof; ix) costs incurred to enforce the leases of tenants including Tenant; x) costs of obtaining any particular products or services in excess of what they would have been had the supplier thereof dealt with Landlord at arm's length; xi) the amount of any sales tax, goods and not services tax, value added tax or other similar tax paid or payable by Landlord for the purchase of goods and services included in Operating Expenses which may be available to and claimed by Landlord as a credit in determining Landlord's net tax liability; xii) amounts payable by Landlord on account of financing or refinancing of the Building and Land, including payments of principal and interest in respect of such financing; xiii) any cost or expense incurred in connection with the leasing of space in the Building to any particular tenant, including brokers fees, commissions, legal fees and expenses, marketing costs, costs of remodelling space, any tenant inducements, rent-free periods and other leasing incentives, the cost of lease take-overs, the cost of market studies and any other fees and expenses of a similar nature; xiv) any reserve for bad debt or other loss of rentals; xv) the cost of acquisition of sculptures, paintings or other works of art; and xvi) under reserve of Tenant's obligation to pay its contributions to Tax on Capital as defined in paragraph 1.01(t), Landlord's capital gains taxes, corporate income taxes, and profits or excess profits taxes. There shall be passed-through to Tenant deducted from Operating Expenses the following items which would be included therein were it not for the inclusion of this sentence in this paragraph 1.01(I): xvii) amounts recovered from tenants of the Building for which they are responsible as a result of any act, omission, default or negligence on that basis (provided that, if Tenant agrees to pay for their part; xviii) amounts recovered as insurance proceeds or which would have been recovered as such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord had it not failed to Tenant)comply with its insurance obligations; xix) recoveries by Landlord under warranties or guarantees relating to the construction of the Building; and xx) revenues paid to Landlord in consideration of the use of the common areas and facilities contemplated in Clause 24.03, except to the extent otherwise expressly agreed that such revenues do not exceed the aggregate of the costs, charges and expenses incurred by Landlord in connection with such common areas and Tenant prior to incurring any such capital expenditurefacilities.

Operating Expenses. Beginning on Throughout the Term of this Lease, commencing at the Commencement Date and continuing throughout Date, Tenant agrees to pay Landlord as Additional Rent in accordance with the Term, Tterms of this ▇▇▇▇▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including▇, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred by Landlord with respect to the maintenance and operation of the Building including, without limitation: (i) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion of the Building; (vii) deductibles on insurance loss; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇▇’s Proportionate Share shall be one hundred of Operating Expenses for the taxes and insurance for the Project and all costs and expenses for the operation, maintenance, repair, and replacement of the Project as follows: (i) any form of real property tax assessment, levy, charge, improvement bond or similar imposition of any kind or nature real estate taxes and assessments levied upon the Building and Premises imposed by any authority having the direct power to tax, including applicable State, County, City governments or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof; (ii) any and all assessments under any covenants, conditions and restrictions affecting the Project; (iii) water, sewer and other utility charges (iv) management costs (“Management Costs”), including, without limitation, (A) wages and salaries (including payroll taxes and similar charges) of property management employees and (B) management office rental, supplies, materials, equipment and tools including rental of personal property directly attributable to the management of the Project, which Management Costs will in no event increase more than five percent (1005%). Landlord shall equitably adjust Tenant’s Proportionate Share in ) from the event immediately prior calendar year; (v) repair and maintenance of the Premises structural portions of the buildings with the Project, including the plumbing, heating, ventilating, air-conditioning and electrical systems installed or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principlesfurnished by Landlord; (vi) maintenance, applied costs and upkeep of all parking and other Common Areas; (vii) depreciation on a consistent straight line basis throughout and rental of personal property used in maintenance; (viii) gardening and landscaping; (xv) maintenance of signs (other than signs of tenants of the TermProject); (xvi) personal property taxes levied on or attributable to personal property used in connection with the Common Areas; (ix) reasonable accounting, audit, verification, legal and other consulting fees; and (x) costs and expenses of repairs, resurfacing, repairing, maintenance, painting, lighting, cleaning, refuse removal, security and similar items, including appropriate reserves. Notwithstanding the foregoing paragraph, the following shall not be included as Operating Expenses: (a) interest, points and fees on debt or amortization on or for any mortgage or similar security instrument (a “Security Instrument”) encumbering the Project or any portion thereof, and all principal, escrow deposits and other sums paid on or in accordance respect to any indebtedness (whether or not secured by a Security Instrument), and all costs incurred in connection with industry standards such as those published by any financing, refinancing or syndication of the Building Owners and Managers Association. The Project; (b) costs of capital improvements and any allowable expenditure which other expenditures that, under generally accepted accounting principles is properly classified (“GAAP”), should be capitalized, except that Operating Expenses shall include the cost during the Term, as a reasonably amortized by Landlord in accordance with GAAP, of any capital expenditure shall be amortized on a straight-line basis over a period equal improvement; (c) costs of improvements to, or alterations of, space leased to the lesser or available for lease to any tenant; (d) costs of repairing or restoring any portion of the useful life thereof for federal income tax purposes Project damaged by a fire or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant)other casualty, except to the extent otherwise expressly agreed that such costs constitute expenses (as opposed to capital expenditures) under GAAP and do not exceed the amount of the deductible under the policy of casualty insurance maintained (or required to be maintained) by Landlord, or are not covered or paid for by insurance proceeds; (e) costs of repairs, alterations or replacements required as the result of the exercise of any right of eminent domain or conveyance in lieu thereof, except to the extent that such costs constitute expenses (as opposed to capital expenditures) under GAAP and are not part of the condemnation award payable to Landlord with respect thereto; (f) costs and expenses incurred in connection with leasing space in or procuring tenants for the Project, including, without limitation, leasing commissions and advertising expenses, and legal and other professional fees; (g) court costs and legal fees incurred to enforce the obligations of tenants under leases of portions of the Project, or resulting from the violation by Landlord of the terms and Tenant prior conditions of any lease; (h) costs of correcting defects in the initial construction of the Project, provided that this shall not exclude the cost of normal repair and maintenance expected with respect to incurring the construction materials and equipment installed in the Project; (i) wages, salaries, compensation and benefits of any such capital expenditureemployees above the level of property manager; and (j) fines, interest, charges, penalties, damages and other costs incurred by Landlord by reason of any default (or claim of default) or late payment by it under any lease or other contract or instrument (regardless of whether or not the payment itself is allowed to be included in Operating Expenses), including, without limitation, any legal and other professional fees paid or incurred in connection therewith.

Operating Expenses. Beginning The term "operating expenses" as used herein shall include all of the costs and expenses of the operation, repair and maintenance of the Premises, the Land, the Building, and its interior and exterior common areas, and shall include by way of illustration, but is not limited to, all taxes, assessments and governmental charges of any kind or nature whatsoever levied or assessed against the Land and the Building by any municipality, county, or other governmental agency, all insurance premiums for commercial general liability, fire and extended coverage on the Commencement Date Building and continuing throughout the TermLand, Tutilities for the Premises and the common areas of the Building, including, electricity, gas, and water and sewer, all lawn, interior common area, and driveway and paved parking area maintenance related to the Land upon which the Premises are located, and for the streets and roadways providing access to the Building and the Land, management and supervisory fees, exterior lighting maintenance, snow removal, waste removal, repair and maintenance of paved areas, cleaning supplies, miscellaneous building supplies, sweeper brushes, supplies for materials used in common by all tenants of the complex in which the Premises are located, external paint for the Building, exterior and interior common area maintenance, elevator repair and maintenance, external plumbing for the Building, exterior lighting in common areas, insect and pest extermination, security guards for the complex in which the Premises are located, signs for the complex in which the Premises are located, fuel for vehicles and street sweepers used by Landlord in the complex in which the Premises are located and miscellaneous maintenance expenses, heat, air conditioning, labor, materials, supplies, equipment and tools, permits, licenses, inspection fees, window glass replacement and repair, compensation (including employment taxes and fringe benefits) of all persons who perform duties in connection with the operation and/or maintenance of the Building, and costs for janitorial expense and trash removal at the Premises. In the event the Building is one of several buildings located on the Land for tax assessment purposes, the amount of tax assessed against the Land and the buildings thereon shall be allocated amongst the buildings in proportion to the square footage of each building to the total amount of tax assessed, as reasonably determined by Landlord. For example, if the ad valorem taxes assessed for the Land and the buildings for a calendar year is $100,000.00, and two buildings occupy the Land with one building of 100,000 rentable square feet ("building A") and the other building of 70,000 rentable square feet ("building B"), the proportionate share for building A would be $58,823.53, and the proportionate share for building B would be $41,176.44. During the time that the Building is the only building located on the Land, the amount of ad valorem taxes assessed shall be allocated as follows: all taxes due for improvements to the Land shall be allocated to and paid by Tenant and all taxes due for the Land shall be shared by the Tenant and the Landlord based upon each party's proportionate share of the Land. Utilities for the Premises included as part of operating expenses shall not include utility charges and HVAC beyond the hours of 8:00 AM to 6:00 PM, Monday - Friday, and 8:00 AM to 1:00 PM, Saturday. Any usage by Tenant of HVAC and utilities at times other than the aforesaid hours shall be at the sole cost and expense of Tenant. Landlord shall bill Tenant directly for all such actual costs as a separate item of Add▇▇▇▇▇ agrees nal Rent, and Tenant shall pay such amounts within fifteen days of receipt of demand for payment from Landlord, and the failure by Tenant to pay as “Additional Rent” its Proportionate Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred by Landlord with respect to the maintenance and operation of the Building including, without limitation: (i) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion of the Building; (vii) deductibles on insurance loss; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties demand made by Landlord shall engage a licensed third-party professional (be treated in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps same manner under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified Lease as a capital expenditure shall be amortized on a straightnon-line basis over a period equal to payment of base rent by Tenant with Landlord being afforded the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord same rights and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay remedies for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditurenon-payment.

Operating Expenses. Beginning Throughout the Term of this Lease, commencing on the Commencement Date and continuing throughout Date, Tenant shall pay Landlord as additional rent in accordance with the Termterms of this Section 5, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Tenant's Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which taxes and insurance for the Premises are a part (Building and the “Building”) Project and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, for all costs and expenses incurred by Landlord with respect to for the maintenance operation; maintenance, repair and operation replacement of the Building and the Project including, without limitation: (i) intentionally omittedany form of real property tax, assessment, license fee, license tax, business license fee, permit fee, inspection fee, commercial rental tax, levy, charge, improvement bond or similar imposition of any kind or nature imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof; (ii) any and all assessments under any covenants, conditions and restrictions affecting the Project, including without limitation assessments levied by the Community Association as provided in the Community Declaration, by the Pacific Park Association as provided in the Pacific Park Declaration, and by the Town Center Corporate Park Owners Association as provided in the Town Center Declaration; (iii) water, sewer and other utility charges, to the extent not separately metered, including without limitation any costs or expenses incurred in connection with a change in the Electric Service Provider or Alternate Service Provider pursuant to Section 7 of this Lease; (iv) costs of insurance maintained obtained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance 13 of the Building and all associated systems serving the Buildingthis Lease; (v) intentionally omittedwaste disposal; (vi) repair of any portion of janitorial services for the common area within the Building; (vii) deductibles on insurance losssecurity; (viii) security services, if anylabor; (ix) trash collection management costs including, without limitation: (A) wages, salaries, fringe benefits (and sweepingpayroll taxes and similar charges) of property management employees, and (B) management office rental, supplies, equipment and related operating expenses and commercially reasonable management and administrative fees; (x) snow removalsupplies, materials, equipment and tools including rental of personal property; and (xi) repair and maintenance of the cost structural portions of the buildings within the Project, including the plumbing, heating, ventilating, air-conditioning and electrical systems installed or furnished by Landlord (if such repair and maintenance are Landlord's responsibility under Section 9.2 below); (xii) maintenance, sweeping, lighting, repairs, resurfacing, and upkeep of all parking and other common areas; (xii) amortization on a straight line basis over the useful life (together with interest at the Interest Rate on the unamortized balance) of all capitalized expenditures which are: (A) reasonably intended to produce a reduction in operating charges or energy consumption; or (B) required under any governmental law or regulation that was not applicable to the Project at the time it was originally constructed; or (C) for replacement or restoration of any capital Project equipment and improvements that are made needed to operate or maintain the Project at the same quality levels as prior to the Building replacement or Common Areas with the Parties’ express prior written agreement or approval as to same restoration; (including, without limitation, with respect to the nature xiv) gardening and scope landscaping; (xv) maintenance of signs (other than signs of tenants of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors Project); (xvi) personal property taxes levied on or attributable to be personal property used in connection with the performance thereof common areas; (xvii) reasonable accounting, audit, verification, environmental, insurance, tax, legal and other consulting fees; (xviii) any other costs and expenses of repairs, maintenance, painting, lighting, cleaning, and similar items, including appropriate reserves; (xix) costs associated with the procurement and maintenance of air conditioning, heating and ventilation service agreements; (xx) procurement and maintenance of an intrabuilding cable network tenant information system for common use of all tenants within the Project, and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarityother installation, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or and replacement steps under the circumstances. For the purposes of this Leasecosts associated with such lines; and (xxi) any expense incurred pursuant to Sections 5.2, 7, 8.2, 9.2 and 13 (collectively, the term “Proportionate Share” means "OPERATING EXPENSES"). The foregoing list constitutes a nonexclusive list of costs and expenses Landlord may incur for the percentage determined by dividing the rentable square footage operation, maintenance, repair and replacement of the Premises by Building and the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers AssociationProject. The costs of fact that an item is included in this list does not imply that any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall particular item or service will be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid provided by Landlord and not Tenant, shall be passed-through or that Landlord is obligated to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front incur any particular expense or on an alternative payment schedule, then provide any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditureparticular service.

Operating Expenses. Beginning on Commencing after the calendar year in which the Commencement Date and continuing throughout falls, Tenant shall pay to Landlord in each year of the Term, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Term a Proportionate Share of the amount by which the Operating Expenses (as defined below in this Section 2.2.1below) for each such year exceed the building Base Operating Expenses (defined below). For these purposes, the percentage used in determining the Tenant's Proportionate Share shall be 37.34%, which is the percentage reached by dividing the number of which rentable square feet of the Premises are a part (set forth on page 1 hereof by the “total number of rentable square feet in the Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “"Operating Expenses” means" shall mean all expenses, except as otherwise expressly set forth in this Lease, all costs and expenses disbursements of every kind and nature incurred by Landlord in connection with respect to the maintenance management, maintenance, repair and operation of the Building includingand Property, without limitationincluding but not limited to the following: (i1) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered cost of wages and paid directly to salaries of all employees engaged in the utility by Tenant); (iv) operation and maintenance of the Building and all associated systems serving the Buildingsurrounding grounds and common areas, including but not limited to payroll taxes, insurance and benefits; (v2) intentionally omittedcost of all supplies and materials used in the operation, maintenance and repair of the Building and all other portions of the Property; (vi3) repair cost of any portion all utilities (including surcharges) including but not limited to water, sewer, electricity and gas for both the rentable space and the common areas of the Building; (vii4) deductibles on insurance losscosts incurred under all maintenance and service agreements for the Building, including but not limited to access control, energy management services, window cleaning, elevator maintenance, janitorial service and landscaping; (viii5) security servicescost of insurance relating to all of such property, if anyincluding but not limited to the cost of casualty and liability insurance; (ix6) trash collection cost of repairs and sweepinggeneral maintenance to the Building; (x7) snow removalall property management fees and expenses or, in lieu thereof (at the discretion of Landlord), an administrative charge of 15% of all other Operating Expenses; (8) cost of audit and accounting services; (xi9) the costs of any improvements required or made necessary by law or changes in law; (10) cost of any capital improvements that are made to the Building that, in Landlord's reasonable judgment, will reduce other operating expenses or Common Areas with the Parties’ express prior written agreement or approval as to same (includingincrease energy efficiency, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that provided such costs are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made amortized in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards principles ("GAAP") at such rates as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if may have been paid by Landlord on funds borrowed for the purpose of constructing such capital improvements or, if no such funds were borrowed, at such reasonable rates as are not in conflict with GAAP, provided the amortized cost for any year shall not exceed the savings resulting from such improvements in such year; and (11) cost of any licenses or permits required by any public authority. For purposes of this provision, Operating Expenses shall not Tenantinclude (a) the cost of capital improvements (except as expressly provided above), (b) the costs of tenant improvements within tenant spaces, (c) ground rent or debt service, or (d) depreciation. The "Base Operating Expenses" shall be passed-through the Operating Expenses applicable during the calendar year in which the Term of this Lease commences. Tenant shall not be entitled to Tenant on that basis (provided thatany credit or rebate in the event Operating Expenses in any one year during the Term are lower than the Base Operating Expenses. Notwithstanding the foregoing, if Tenant Landlord agrees to pay for limit Operating Expenses which are within its reasonable control so that such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after Operating Expenses do not increase more than five percent (5%) each year cumulatively over the Term expires shall Term. Operating Expenses which may be paid or reimbursed controlled by Landlord to Tenant)include those referenced in subparagraphs (1) and (7) above, except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditurespecifically exclude subparagraphs (3) and (5) above.

Operating Expenses. Beginning on the Commencement Date and continuing throughout the TermTenant shall pay monthly, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share , one-twelfth (1/12) of Tenant’s Percentage of annual Operating Expenses (based on commercially reasonable estimates provided by Landlord on or about each January 1 during the term of this Lease and subject to reconciliation as defined below provided in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease8 below. The term “Operating Expenses” meansmeans and includes, except as otherwise expressly set forth but is not limited to: (a) all expenses paid or incurred by Landlord for ownership, maintaining, operating and repairing the Property, and all other systems and components of the Building, its parking areas, the curbs, sidewalks and plazas adjoining the same, including, but not limited to, the cost of painting, cleaning, refurbishing, re-carpeting, redecorating, gardening, planting, seeding and maintenance of landscaped areas, trash removal, drain maintenance, assessments, expenses and contributions in this Leaseconnection with the City of Boca Raton’s Transportation Demand Management Programs, all costs security guard service and Building security access, exterior maintenance of the improvements, window cleaning, janitorial service, uniforms, management fees, supplies and sundries; (b) utility expenses incurred by Landlord with respect in furnishing utility services for the Property, including the cost of electricity, gas or other fuel, heating, lighting, air conditioning, sewer and waste water service and general surface drainage; (c) those expenses paid or incurred by Landlord for insurance, including, but not limited to, fire, extended coverage, liability, workers compensation, elevator, or any other insurance carried in good faith by Landlord and applicable to the Property; (d) the cost of rental of all supplies, tools, materials and equipment, including expenses paid or incurred by Landlord for sales or use taxes on supplies or services; (e) the cost of wages and salaries of all persons engaged in the operation, maintenance and operation repair of the Property, and so-called fringe benefits, including social security taxes, unemployment insurance taxes, cost for providing coverage for disability benefits, cost of any pensions, hospitalization, welfare or retirement plans, or any other similar or like expenses incurred under the provisions of any collective bargaining agreement, or any other cost of expense which Landlord pays or incurs to provide benefits for employees so engaged in the operation, maintenance and repair of the Property; (f) the charges of any independent contractor who, under contract with Landlord or its representatives, does any of the work of operating, maintaining or repairing the Property, including without limitation, the charges for services, materials and supplies furnished in connection with the operation, maintenance or repair of any part of the Building includingor the heating, without limitation: air conditioning, ventilating, plumbing, roofing, electrical, elevator, escalators, fire detection systems (iincluding sprinklers) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance of the Building and all associated other systems serving the Building; (v) intentionally omitted; (vi) repair of any portion of the Building; (viig) deductibles on insurance lossdepreciation of hand tools and other moveable equipment used in the repair, maintenance or operation of the Property; (viiih) security serviceslegal, if anyaccounting, and other professional expenses incurred in connection with the operation, maintenance and management of the Property, including, but not limited to, such expenses as relate to seeking refunds of or obtaining reductions in the taxes; (ixi) trash collection and sweeping; the costs of any capital improvement or alteration, together with any financing charges incurred in connection therewith, made to the Property which is either required by a change in or enactment of any new law (xor governmental regulation) snow removalafter the Effective Date or intended by Landlord to reduce operating costs or expenses, it being understood that such costs shall be amortized over their useful life as reasonable determined by Landlord; and (xij) the cost of any capital improvements other service provided by Landlord or any cost that are made is elsewhere stated in this Lease to be an “Operating Expense”. Landlord may allocate any item of Operating Expenses among different portions or occupants of the Building or Common Areas Property based on use or other considerations as determined by Landlord in Landlord’s reasonable discretion. If during any calendar year, any rentable space in the Building shall be vacant or unoccupied, at Landlord’s option, the Operating Expense for such calendar year which vary with occupancy shall be adjusted to reflect the Parties’ express prior written agreement or approval as expenses that would have been incurred if such space had been occupied. If any Operating Expense, though paid in one (1) year, relates to same more than one (including1) calendar year, without limitation, with respect to at the nature and scope option of the capital improvements, any and all plans Landlord such expense may be proportionately allocated among such related thereto, the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements)calendar years. For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting Notwithstanding the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditure.include:

Operating Expenses. Beginning The term "operating expenses" as used herein shall include all of the costs and expenses of the operation, repair and maintenance of the Premises, the Land, the Building, and its interior and exterior common areas, and shall include by way of illustration, but is not limited to, all taxes, assessments and governmental charges of any kind or nature whatsoever levied or assessed against the Land and the Building by any municipality, county, or other governmental agency, all insurance premiums for commercial general liability, fire and extended coverage on the Commencement Date Building and continuing throughout the TermLand, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share of Operating Expenses (as defined below in this Section 2.2.1) utilities for the building Premises and the common areas of the Building, including, electricity, gas, and water and sewer, all lawn, interior common area, and driveway and paved parking area maintenance related to the Land upon which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleyslocated, and driveways, landscaping for the streets and exterior lighting (“Common Areas”) roadways providing access to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred by Landlord with respect to the maintenance and operation of the Building including, without limitation: (i) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance of the Building and the Land, management and supervisory fees, exterior lighting maintenance, snow removal, waste removal, repair and maintenance of paved areas, cleaning supplies, miscellaneous building supplies, sweeper brushes, supplies for materials used in common by all associated systems serving tenants of the complex in which the Premises are located, external paint for the Building; (v) intentionally omitted; (vi) , exterior and interior common area maintenance, elevator repair of any portion of and maintenance, external plumbing for the Building; , exterior lighting in common areas, insect and pest extermination, security guards for the complex in which the Premises are located, signs for the complex in which the Premises are located, fuel for vehicles and street sweepers used by Landlord in the complex in which the Premises are located and miscellaneous maintenance expenses, heat, air conditioning, labor, materials, supplies, equipment and tools, permits, licenses, inspection fees, window glass replacement and repair, compensation (viiincluding employment taxes and fringe benefits) deductibles on insurance loss; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used persons who perform duties in connection with the performance thereof and any modification or change to any operation and/or maintenance of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areasand costs for janitorial expense and trash removal at the Premises. In the event the Building is one of several buildings located on the Land for tax assessment purposes, the amount of tax assessed against the Land and/or and the Project buildings thereon shall be allocated amongst the buildings in proportion to the square footage of each building to the total amount of tax assessed, as reasonably determined by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1Landlord. Without limiting the foregoingFor example, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required ad valorem taxes assessed for the subject capital improvement(sLand and the buildings for a calendar year is $100,000.00, and two buildings occupy the Land with one building of 100,000 rentable square feet ("building A") and the other building of 70,000 rentable square feet ("building B")) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means proportionate share for building A would be $58,823.53, and the percentage determined proportionate share for building B would be $41,176.44. During the time that the Building is the only building located on the Land, the amount of ad valorem taxes assessed shall be allocated as follows: all taxes due for improvements to the Land shall be allocated to and paid by dividing Tenant and all taxes due for the rentable square footage Land shall be shared by the Tenant and the Landlord based upon each party's proportionate share of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditureLand.

Operating Expenses. Beginning on the Commencement Date and continuing throughout the Term, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred by Landlord with respect to the maintenance and operation of the Building including, without limitation: (i) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion of the Building; (vii) deductibles on insurance loss; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage ------------------ "Operating Expenses" shall mean all expenses paid or incurred by Landlord (or on Landlord's behalf) as reasonably determined by dividing Landlord to be necessary or appropriate for the rentable square footage efficient operation, maintenance and repair of the Premises by Land and/or Building including the total rentable square footage common areas of the Building. , including without limitation: (i) salaries, wages, medical, surgical, union and general welfare benefits (including, without limitation, group life insurance) and pension payments of employees of Landlord engaged in the repair, operation and Tenant agree that as maintenance of the Commencement DateLand and/or Building; (ii) payroll taxes, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent workers' compensation insurance, uniforms and related expenses for employees; (100%). Landlord shall equitably adjust Tenant’s Proportionate Share iii) the cost of all charges for gas, steam, electricity, heat, ventilation, air- conditioning, water and other utilities furnished to the Building, together with any taxes on such utilities; (iv) the cost of painting of public areas; (v) the cost of all charges of insurance, including but not limited to all risk property insurance with rent loss coverage, liability and fidelity insurance, with regard to the Land and/or Building and the maintenance and/or operation thereof; (vi) the cost or rental of all supplies, including without limitation, cleaning supplies, light bulbs, tubes and ballasts, materials and equipment, and sales and other taxes thereon; (vii) the cost of hand tools and other movable equipment used in the event the Premises repair, maintenance or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by operation of the Building Owners amortized over the useful life of such hand tools and Managers Association. The costs movable equipment (as reasonably estimated by Landlord); (viii) the cost of any allowable expenditure all charges for window and other cleaning and janitorial and security services; (ix) charges of independent contractors performing repairs or services to the Land and/or Building; (x) non- capital repairs; (xi) remodeling of the public and common areas of the Building including, without limitation, repainting, replacement and repair of furnishings, fixtures, accessories, carpeting or other floor covering, wall and window coverings in the public and common areas, the cost of which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized (with interest at the rate of nine percent [9%] on a straight-line basis the unamortized balance) over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid of the improvements as reasonably estimated by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditure.Landlord;

Operating Expenses. Beginning Throughout the Term of this Lease, commencing on the Commencement Date and continuing throughout the TermDate, T▇▇▇▇▇ Tenant agrees to pay Landlord as “Additional Rent” its Proportionate additional rent in accordance with the terms of this Paragraph 6, Tenant's Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which taxes and insurance for the Premises are a part (the “Building”) Project and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred by Landlord with respect to for the maintenance operation, maintenance, repair, and operation replacement of the Building Project including, without limitation: (i) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance any form of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair real property tax assessment, license fee, license tax, business license fee, commercial rental tax, levy, charge, improvement bond or similar imposition of any portion of kind or nature imposed by any authority having the Building; (vii) deductibles on insurance loss; (viii) security servicesdirect power to tax, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of including any capital improvements that are made to the Building city, county, state or Common Areas with the Parties’ express prior written agreement federal government, or approval as to same (any school, agricultural, lighting, drainage or other improvement or special assessment district thereof, including, without limitation, with respect any new taxes which are in substitution for or in addition to the nature and scope of the capital improvements, any current taxes payable hereunder; (ii) any and all plans assessments under any covenants, conditions and restrictions affecting the Project; (iii) water, sewer and other utility charges; (iv) costs of insurance obtained by Landlord pursuant to Paragraph 19 of the Lease; (v) waste disposal and janitorial services; (vi) security; (vii) labor; (viii) management costs including, without limitation: (A) wages and salaries (and payroll taxes and similar charges ) of property management employees, and (B) management office rental, supplies, equipment and related theretooperating expenses and management fees; (ix) supplies, materials, equipment and tools including rental of personal property; (x) repair and maintenance of the cost thereof structural portions of the buildings with the Project, including the plumbing, heating, ventilating, air-conditioning and electrical systems installed or furnished by Landlord; (xi) maintenance, costs and upkeep of all parking and other Common Areas; (xii) depreciation on a straight line basis and rental of personal property used in maintenance: (xiii) amortization on a straight line basis over the useful life [together with interest at the Interest Rate on the unamortized balance) of all capitalized expenditures which are: (A) reasonably intended to produce a reduction in operating charges or energy consumption; or (B) required under any governmental law or regulation that was not applicable to the Project at the time it was originally constructed; or (C) for replacement of any Project equipment needed to operate the Project at the same quality levels as prior to the replacement; (xiv) gardening and all contractors landscaping; (xv) maintenance of signs (other than signs of tenants of the Project); (xvi) personal property taxes levied on or attributable to be personal property used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas; (xvii) reasonable accounting, Land and/or the Project by Landlord audit, verification, legal and other than as described in the immediately preceding clause consulting fees; and (xixviii) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoingcosts and expenses of repairs, if the Parties are unable to agree on capital improvementsresurfacing, asrepairing, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Leasepainting, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord lighting, cleaning, refuse removal, security and Tenant agree that as of the Commencement Datesimilar items, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditureincluding appropriate reserves.

Operating Expenses. Beginning on the Commencement Date and continuing throughout the TermTenant shall pay to Landlord, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Tenant's Operating Expense Proportionate Share of Operating Expenses all expenses incurred or paid by Landlord in connection with the maintenance, operation, repair, or replacement of (as defined below in this Section 2.2.1a) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleysCommon Areas, and driveways, landscaping and exterior lighting (“Common Areas”b) to all other portions of the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” meansProperty (not including the buildings thereon, except as otherwise expressly set forth in this LeaseSection 10.1), all costs and expenses incurred by Landlord with respect to the maintenance and operation even if such portions of the Building includingProperty (not including the buildings thereon, except as expressly set forth in this Section 10.1) are reserved for the exclusive use of others (unless those having such exclusive right of use pay the entire expense of maintenance, operation, repair and replacement of such portion of the Property reserved for such exclusive use) (which portions of the Property shall, for purposes of this Section and Section 8 only, be deemed Common Areas). Such expenses shall include, without limitation: , (a) the costs of (i) intentionally omittedcleaning, maintenance, repair and replacement of the roads, sidewalks, parking areas, and driveways on or adjoining the Property, including the cost of snow and ice removal; (ii) insurance maintained by Landlord pursuant to Section 12repaving and restriping paved portions of the Property; (iii) utilities (except as separately metered maintenance, repair and paid directly to replacement of all landscaped areas on the utility by Tenant)Property and exterior portions of the buildings on the Property; (iv) maintenance of guards and security personnel, facilities and equipment for the Building and all associated systems serving the BuildingProperty; (v) intentionally omittedmaintenance, operation, repair and replacement of the lighting of the Property (not including the buildings thereon); (vi) repair of any portion of the Buildinginsurance; (vii) deductibles on insurance lossmaintenance, operation, repair and replacement of water, sewer and other utility equipment, lines and systems (interior and exterior to buildings and improvements) at the Property and the Systems, including the costs of service contracts entered into by Landlord for such equipment, lines and systems; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, operation, repair or and replacement steps under the circumstances. For the purposes of this Leasefire protection equipment, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord lines and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent systems (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, exterior and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal interior to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years buildings and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditure.

Operating Expenses. Beginning on During the Commencement Date and continuing throughout the Term, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share term of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all and any extensions and renewals thereof, Landlord shall operate, manage, repair and maintain, in a first class manner consistent with other similar buildings in the Gaithersburg and Germantown, Maryland areas, the Building, the Land and the Common Areas. Tenant shall, during the entire term of this Lease, pay to Landlord as Additional Rent, the Tenant's Pro Rata Share of the costs and expenses incurred by Landlord with respect in operating, managing, repairing and maintaining the Building, the Land and the Common Areas, collectively referred to the maintenance as "Operating Expenses". Said Operating Expenses shall include, but not be limited to, costs and operation of the Building including, without limitationexpenses for: (i) intentionally omittedremoval of snow, ice, trash, rubbish and debris from the Common Areas; (ii) insurance maintained by Landlord pursuant furnishing and maintaining electric service (and elevator service, if any) to Section 12the Building and the lighting of the Common Areas; (iii) utilities (except as separately metered charges for furnishing and paid directly maintaining water and sewer service or other utility services to the utility by Tenant)Building, the Land and the Common Areas; (iv) trimming and grass cutting and all other maintenance and upkeep of the Building grounds, green areas and all associated systems serving landscaping in the Common Areas; (v) maintaining, monitoring and testing the sprinkler system and sprinkler alarm system in the Building; (v) intentionally omitted; (vi) repair of any portion of maintaining, striping, cleaning and repairing the Buildingparking areas, driveways and sidewalks; (vii) deductibles on insurance losstrash pick-up and removal by a licensed contractor from containers located in a common enclosure(s) for the mutual use of all tenants in the Building, as well as the cost of maintaining and repairing said trash container enclosure(s); (viii) security servicesreasonable property management fees (not to exceed three percent (3%) of grossed-up rentals in the Building, if anywhere "grossed-up rentals" refers to the average basic annual rental in the Building plus Operating Expenses calculated without including the management fee); (ix) trash collection maintenance and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made repairs to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (exterior of Building, including, without limitation, with respect to the nature exterior windows, doors, hardware, locks, lighting and scope of the capital improvementslighting fixtures; (x) premiums incurred by Landlord, any and all plans related theretoif any, the cost thereof and any and all for hazard, liability, workmen's compensation or similar insurance on contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made providing services to the Building, Land or Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause ; (xi) or otherwise made Impositions (as defined in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when 8); (xii) Insurance Premiums (as defined in Section (8); and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required xiii) any other costs and maintenance expenses for the subject capital improvement(s)) to determine commercially reasonable maintenanceBuilding, repair or replacement steps under the circumstances. For the purposes of this LeaseLand, the term “Proportionate Share” means the percentage determined Common Areas and all appurtenances thereto as may be deemed reasonably necessary by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is ("GAAP") properly constitute operating or maintenance costs and expenses attributable thereto. Operating Expenses shall not include any of the following: (i) the cost of the original construction of the Building or any additions or expansions to the Building, Common Areas or other items which under GAAP are properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal expenditures; (ii) any repairs or work performed to the lesser any portion of the useful life thereof Building intended to be occupied by individual tenants; (iii) the cost of correcting any defects in the original construction of the Building and Common Areas; (iv) any reserves for federal income tax purposes or fifteen future expenditures not yet incurred; (15v) years and, if paid ground lease rental; (vi) costs incurred by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front repair or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except restoration to the extent otherwise expressly agreed that Landlord is reimbursed by insurance or condemnation proceeds or that the same is covered by warranty; (vii) reasonable attorneys' fees, leasing commissions and other costs and expenses incurred in connection with negotiations or disputes with present or prospective tenants or other occupants of, or persons, firms or entities with respect to, the Building; (viii) costs incurred by Landlord due to the negligence or misconduct of Landlord or its agents, contractors, licensees and Tenant prior employees, or the violation by Landlord of the terms and conditions of this Lease; (ix) interest, principal points and fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering all or any portion of the Building or the Land on which the Building is located; (x) advertising and promotional expenditures in connection with leasing the Building, and costs of the installation of signs identifying the owner and/or manager of the Building; (xi) any costs relating to incurring hazardous materials, asbestos and the like not resulting from actions of Tenant; (xii) any charges for depreciation of the Building, or equipment (except costs of and depreciation of equipment installed or improvements made to reduce Operating Expenses); (xiii) any charge for Landlord's income taxes, excess profit taxes, or franchise taxes; (xiv) increased Insurance Premiums or Impositions assessed specifically to any tenant; (xv) any cost representing an amount paid to a person, firm, corporation or other entity related to Landlord which is in excess of the amount which would have been paid in the absence of such relationship; (xvi) Landlord's general overhead attributable to the activities of Landlord's officers and executives; (xvii) costs of repairs, alterations and/or replacements caused by the exercise of the rights of eminent domain; (xviii) expenses incurred by Landlord solely in its capacity as a corporation, partnership or other business entity; (xix) costs, fines or penalties incurred due to violation by Landlord of any laws or governmental rules or regulations, except as incurred by Landlord in challenging any such capital expenditurelaw, rule or regulation; (xx) wages, salaries or other compensation to employees of Landlord or Landlord's agent with a professional status higher than the level of the Building Manager; and (xxi) costs and expenses (other than management fees) paid to entities under common control with Landlord for services on or to the Building, but only to the extent that the cost of such services exceeds normal rates being paid for such services to unaffiliated providers of such services by owners of other similar buildings in the area. There shall not be duplication in charges to Tenant by reason of the provision setting forth Tenant's obligation to reimburse Landlord for Operating Expenses and any other provision in this Lease.

Operating Expenses. Beginning Lessee shall pay as Additional Rent Lessee's share as reasonably determined by the Lessor of all expenses, costs, and disbursements of every kind and nature (collectively, "Operating Expenses") which Lessor shall pay or become obligated to pay in connection with the ownership, operation and maintenance of the Building or the Land, including all facilities in operation on the Commencement Date and continuing throughout the Term, T▇▇▇▇▇ agrees such additional facilities in subsequent years as may be determined by Lessor to pay as “Additional Rent” its Proportionate Share of Operating Expenses (as defined below in this Section 2.2.1) be necessary or beneficial for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred by Landlord with respect to the maintenance and operation of the Building or the Land or the provision of services to lessees, including, without limitation: but not limited to: (ia) intentionally omitted; (ii) all salaries, wages, fringe benefits, payroll taxes and workmen's compensation insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered premiums related thereto of and paid directly to for employees engaged in the utility by Tenant); (iv) maintenance operation of the Building and all associated systems serving the Building; Land (v) intentionally omitted; (vi) repair with respect to employees who are engaged in the operation of any portion other properties as well as the Building and the Land, these amounts shall be pro-rated on the basis of the Building; relative amount of time spent by such employees on the various properties); (viib) deductibles on insurance loss; painting, repairs, maintenance and cleaning of all Common Areas; (viiic) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same utilities (including, without limitation, with respect electricity, steam, water, sewer and gas) for all interior Common Areas and lighting of exterior areas and the "Parking Area" (as defined in Section 9.0 below); (d) maintenance and repair of the Building heating and cooling systems, the plumbing systems, the fire detection and suppression systems, the electrical system and the elevators; (e) all maintenance, janitorial, and service agreements; (f) all insurance, including the cost of casualty and liability insurance applicable to the nature and scope of the capital improvements, any and all plans related theretoParking Area, the cost thereof Land, the Building and any and all contractors to be Lessor's personal property used in connection with therewith, including the performance thereof amount of any reasonable deductible payable by Lessor in making repairs and any modification or change to any restoration after a casualty; (g) maintenance of landscaped areas and paved areas, and snow removal; (h) maintenance of the foregoing prior to completion Building security system; (i) management fees, PROVIDED THAT such fees are paid at rates which are competitive with those commonly charged for the management of comparable properties in Cambridge, Massachusetts; (j) capital items which are for the purpose of reducing Operating Expenses or upgrading services or which are at any time required by a governmental authority or the provisions of any insurance policy which is first adopted or first becomes applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the BuildingPremises, Common Areas, the Building or the Land and/or after the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes date of this Lease, amortized over the term “Proportionate Share” means reasonable life of the percentage capital items on a straight line basis with the reasonable life being determined by dividing Lessor in accordance with generally accepted accounting principles; (k) reasonable expenses incurred in pursuing an application for an abatement of Taxes pursuant to Section 5.4 below to the rentable square footage extent not deducted from the abatement, if any, received; and (l) legal (excluding legal fees with respect to lease negotiations and enforcement of lease terms against other lessees), accounting and other professional fees and disbursements (excluding leasing commissions). For so long as Lessee is the Premises by the total rentable square footage sole occupant of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share Lessee shall be responsible for one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. ) of Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditureExpenses.

Operating Expenses. Beginning Except to the extent expressly provided below, all costs, expenses and fees paid, incurred or accrued each Lease Year by Landlord in connection with: the ownership, management, operation, servicing and maintenance of the Building including, but not limited to, any costs incurred in keeping the Building in compliance with code; repairs, maintenance, additions, replacements and improvements to the Building, including any and all parking areas, loading and unloading areas, trash areas, roadways, sidewalks, stairways, landscaped areas, motor court plaza, striping, bumpers, irrigation systems, lighting facilities, building exteriors and roofs, fences and gates; building, janitorial and cleaning supplies; uniforms and dry cleaning services; window cleaning services, plumbing, mechanical, electrical systems, life safety systems and equipment, telecommunication equipment, elevators, escalators, tenant directories, fire detection systems, including sprinkler system maintenance and repair; the cost of trash disposal, janitorial services and security services and systems; service contracts for the maintenance and operation of elevators, boilers, HVAC, mechanical equipment and exercise equipment; with respect to those employees who provide any of the services or perform any tasks related to the operation, and management of the Building, such employees’ wages, salaries and fringe benefits; cost to operate and maintain any news ticker that may be provided in the main lobby; payroll taxes; business and franchise taxes; Real Estate Taxes (as defined in subsection 12 below); any expenses reasonably incurred by Landlord in attempting to protest, reduce or minimize Real Estate Taxes; electricity, gas, oil and other fuels, solid waste and utility charges; sewer and water charges; premiums for fire and casualty, liability, workmen’s compensation and other insurance, including any deductibles; telephone and facsimile services and other communications costs; common transportation services; any costs in connection with equipping, maintaining and operating the health club in the Building; any property owners association dues including the dues of the Dulles Town Center Commercial Owners Association and any other association affecting the Building (such associations being referred to herein collectively as the “Association”); any parking management fee; the cost of all business licenses, including Business Professional and Occupational License Tax and Business Improvements Districts Tax, any gross receipt taxes based on rental income or other payments received by Landlord, commercial rental taxes or any similar taxes or fees; the Commencement Date cost of installing network cabling and continuing throughout the Termmaintaining, T▇▇▇▇▇ agrees to pay as “Additional Rent” its repairing, securing and replacing network cabling; administrative costs and reasonably and equitably allocated overhead expenses; miscellaneous management-related expenses; and management fees. For purposes of determining Tenant’s Proportionate Share of Operating Expenses which are not fixed and which vary depending upon Building occupancy levels (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith includinge.g., without limitationjanitorial services, paving and parking areas, roads, alleyselectricity, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs and expenses incurred by Landlord with respect to the maintenance and operation of the Building including, without limitation: (i) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenantmanagement fees based upon rental); (iv) maintenance of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion of the Building; (vii) deductibles on insurance loss; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to Proportionate Share of such expenses shall be used in connection with adjusted utilizing as the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing numerator the rentable square footage of the Leased Premises by and as the total denominator the rentable square footage of the Building. Landlord and Tenant agree that as office tenants in occupancy of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%)Building each Lease Year. Landlord shall equitably adjust Tenant’s Proportionate Share If the cost incurred in making a repair or improvement or replacing any equipment is not fully deductible as an expense in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated year incurred in conformity accordance with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure cost shall be amortized over the useful life of the repair, improvement or equipment, as reasonably determined by Landlord, together with an interest factor on a straight-line basis over a period the unamortized cost of such item equal to the lesser of (i) ten percent (10%) per annum, or (ii) the useful life thereof maximum rate of interest permitted by applicable law. If the Building is less than ninety-five percent (95%) occupied at any time, Operating Expenses for federal income tax purposes or fifteen (15) years and, if paid by Landlord the Base Year and not Tenant, all subsequent Lease Years shall be passedgrossed up to reflect the amount that Landlord reasonably determines such Operating Expenses would have been if the Building were ninety-through five percent (95%) leased. Notwithstanding the foregoing or any other provision of this Lease to Tenant on the contrary, the parties agree that basis Operating Expenses shall not include the following: (provided thati) ground rent; (ii) salaries, if Tenant agrees to pay benefits, wages or fees for such capital expenditure up front employees above the grade of senior property manager or on an alternative payment schedule, then any payment made by Tenant attributable to any period for officers or partners of time after the Term expires shall Landlord; (iii) costs and expenses which would otherwise be paid or reimbursed by Landlord to Tenant), except included in Operating Expenses to the extent such costs and expenses exceed the competitive rates for similar services of comparable quality, rendered by persons or entities of similar skill, competence and experience (i.e., that portion of the costs and expenses for such services that exceed the competitive rate shall not be included in Operating Expenses), provided however that a management fee of four percent (4%) of gross revenues shall be deemed not to exceed the competitive rate and shall be included in the Base Year Operating Expenses and each comparative year; (iv) to the extent that employees are not employed exclusively at the Building, the costs and expenses with respect to such employees should be prorated; (v) any expense: (1) for which Landlord is actually specifically reimbursed by another tenant (other than by virtue of general contributions towards Operating Expenses by tenants pursuant to leases) or other third party; or (2) for which Landlord (A) is entitled to be specifically reimbursed by another tenant or other third party, and (B) unsuccessfully seeks collection of such reimbursement from another tenant or other third party (such as insurance or warranty proceeds unsuccessfully sought by Landlord) [it being understood and agreed that, Landlord shall utilize good faith efforts to collect any material amount from such third party sources to the extent that Landlord has a legitimate claim to collect the same, but the fact that an expense (other than a major expense) may merely be eligible for reimbursement from a third party source (such as insurance proceeds) shall not operate to exclude such expense from Operating Expenses if Landlord, in good faith and in the exercise of its reasonable business judgment, elects not to seek reimbursement from such third party source (such election thereby resulting in the failure of such expense to satisfy the condition for exclusion in (2)(B) above)]; (vi) all items, utilities and services for which Tenant specifically reimburses Landlord or for which Tenant pays third parties; (vii) all costs or expenses (including fines, penalties, interest and legal fees) incurred due to the violation by Landlord, its employees, agents or contractors, of the terms and conditions of any lease or other occupancy agreement pertaining to the Building; (viii) payment of principal, finance charges or interest on debt or amortization on any mortgage or other debt or any penalties assessed as a result of Landlord’s late payments of such amounts; (ix) any costs of Landlord’s general overhead, including general and administrative expenses, which costs would not be chargeable to Operating Expenses of the Building, in accordance with generally accepted accounting principles, consistently applied; (x) any otherwise expressly agreed includible costs of correcting defects in the Building and/or any associated garage facilities and/or equipment or replacing defective equipment to the extent such costs are covered by warranties of manufacturers, suppliers or contractors; (xi) all fines, penalties or interest for failure to make any tax payment in a timely fashion; (xii) all costs and expenses associated with the operation of the business of the entity which constitutes Landlord as the same are distinguished from the costs of operation of the Building, including accounting and legal matters, costs of defending any lawsuits with any Landlord’s Mortgagee, costs of selling, syndicating, financing, mortgaging or hypothecating any of the Landlord’s interest in the Building, costs related to the defense of Landlord’s title to the real estate containing the Building or costs of any disputes between Landlord and Tenant prior its employees (if any) not engaged in Building operation; (xiii) non-cash items such as depreciation and amortization except as otherwise specifically provided in this Lease; (xiv) leasing commissions, marketing costs, attorney’s fees, costs, disbursements, and other expenses incurred in connection with solicitation, negotiation or termination with tenants, other occupants or prospective tenants or other occupants of the Building; (xv) capital improvements other than those made with the intention of complying with laws (to incurring the extent that the same are not excluded pursuant to clause (xxii) below) or insurance, reducing operating expenses, or replacing an existing item; (xvi) all “tenant allowances”, “tenant concessions” and other costs or expenses incurred in completing, fixturing, furnishing, renovating or otherwise improving, decorating or redecorating space for tenants of the Building; (xvii) any costs in connection with services, items or other benefits of a type or quantity which are not standard for the Building and which are not offered to Tenant, but which are provided to another tenant or occupant of the Building; (xviii) all expenses directly resulting from disputes between Landlord and another tenant of the Building; (xix) hazardous materials cleanup costs to the extent not caused by Tenant; (xx) Federal, state, county or municipal taxes, death taxes, excess profit taxes, franchise or any taxes imposed or measured on or by the income or revenue of Landlord from the operation of the Building, all to the extent not properly includable as Real Estate taxes; (xxi) contributions to Operating Expense reserves; (xxii) costs arising directly from the willful misconduct of Landlord; and (xxiii) costs incurred to correct violations of laws, codes, statutes, orders or regulations, to the extent that: (1) the condition being corrected existed as of the Lease Commencement Date, and (2) constituted an outstanding violation of such capital expenditurelaw, code, statute, order or regulation as of the Lease Commencement Date (it being the intent of the parties that Operating Expenses shall properly include the cost of complying with any law, code, statute, order or regulation to the extent that such law, code, statute, order or regulation is enacted, modified or enforced differently following the Lease Commencement Date).

Operating Expenses. Beginning on [Illegible] operation, maintenance and repair of the Commencement Date Building and continuing throughout Property and of the Termheating, T▇▇▇▇▇ agrees to pay as ventilation and air conditioning (“Additional Rent” its Proportionate Share of Operating Expenses (as defined below in this Section 2.2.1) HVAC”), plumbing, electrical, utility and safety systems for the building of which the Premises are a part (the “Common Areas and Building”) and any common areas associated therewith including, including without limitation: compliance with Landlord’s obligations under Section 10.03(c) of this Lease; gardening and landscaping; snow removal; utility, paving water and parking areassewage services; maintenance of signs (other than tenants’ signs); supplies, roadsmaterials and equipment purchased or rented, alleystotal wage and salary costs paid to, and drivewaysall contract payments made on account of, landscaping and exterior lighting (“Common Areas”) all persons at or below the level of site or building manager to the extent that such engaged in the operation, maintenance, security, cleaning and repair of the Premises, including Social Security, old age and unemployment taxes and so-called “fringe benefits”; services furnished to tenants of the Building at Landlord’s expense and maintenance and costs are chargeable repair of and services provided to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, all costs or on behalf of the Building performed by Landlord’s employees or by other persons undo contract with Landlord; utilities consumed and expenses incurred by Landlord with respect to in the operation, maintenance and operation repair of the Building including, without limitation: , oil, gas, electricity (i) intentionally omittedother than electricity to tenants in their demised promises if Tenant is directly responsible for payment under this Lease on account of electricity consumed by Tenant), water, sewer and snow removal; (ii) insurance maintained costs incurred by Landlord to comply with the terms and conditions of the PTDM Agreement excqit to the extent excluded pursuant to Section 128.03; (iii) utilities (except as separately metered workers’ compensation insurance and property and liability insurance; personal property taxes; rental or lease payments paid directly to by Landlord for rented or leased personal property used in the utility by Tenant); (iv) operation or maintenance of the Building and all associated systems serving the Common Areas or Building; (v) intentionally omittedfees for required licenses and permits; (vi) routine maintenance and repair of roof membrane, flashings, gutters, downspouts, roof drains, skylights and waterproofing; maintenance and repair of loading docks, parking areas and paving (including sweeping, striping, repairing, resurfacing, and repaving); general maintenance and repair, painting; lighting; cleaning; refuse removal; security and similar items; reserves for roof replacement, exterior painting and other appropriate reserves; and property management fees. Landlord may use third parties or affiliates to perform any portion of the Building; (vii) deductibles on insurance loss; (viii) security these services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost thereof to the extent the same does not exceed the market costs of such services rendered by unaffiliated third parties shall be included in Operating Expenses. Landlord shall make a reasonable allocation of the cost of any capital Operating Expenses incurred jointly for the Property and any other property. In addition, if Landlord from time to time repairs or replaces any existing improvements that are made or equipment to the Building (including without limitation energy conservation improvements or Common Areas with the Parties’ express prior written agreement or approval as to same (includingother improvements), without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, then the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements such items that are made treated as capital expenses pursuant to generally accepted accounting principles shall be amortized over their reasonable life, together with an actual or imputed interest rate (at the level then being charged by institutional first mortgagees for new permanent first mortgage loans on buildings in the area which are similar to the Building) and included in Operating Expenses. [Illegible] the cost of repairs or other work incurred by reason of fire, Common Areaswindstorm or other casualty to the extent Landlord is reimbursed for such costs by insurance or would have been reimbursed if Landlord maintained insurance in the manner required by this Lease, Land except for reasonable deductibles paid under insurance policies maintained by Landlord; costs associated with the operation of the business of Landlord and/or the Project by sale and/or financing of the Building, as distinguished from the cost of Building operations, maintenance and repair; costs of disputes between Landlord and its employees, tenants or contractors; any ground or underlying lease rental; bad debt expenses and interest, principal, points and fees on debts or amortization on any mortgage or other debt instrument encumbering the Building or the Property; costs of any new improvements or equipment added to the Building (including without limitation energy conservation improvements or other improvements) that under generally accepted accounting principles are properly classified as capital expenditures except to the extent such items (a) will, in Landlord’s reasonable estimate, result in a reduction in Operating Expenses (in which case Landlord shall only include each year in Operating Expenses the amount of Landlord’s reasonable estimate of such annual reduction in Operating Expenses, but may recover the aggregate of such anticipated annual savings over the course of 12 months in equal installments, rather than as described in over the immediately preceding clause (xiuseful life of such capital item) or otherwise made (b) are required by changes in accordance with this Section 2.2.1. Without limiting law occurring after the foregoingDelivery Date; provided, however, if the Parties are unable to agree on Landlord leases any items of new capital improvements, as, when and to what extent they are requiredequipment, then the Parties rentals and other costs paid pursuant to such leasing shall engage be included in Operating Expenses for the expense year in which they were incurred; costs incurred by Landlord to the extent that Landlord is reimbursed by insurance proceeds or is otherwise reimbursed by third parties; depreciation, interest payments, and amortization, except on equipment, materials, tools, supplies and vendor-type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with a licensed third-third party professional (where such depreciation, amortization and interest payment would otherwise have been included in the area of expertise required charge for the subject capital improvement(s)) to determine commercially reasonable maintenancesuch third party’s services, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage all as determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity accordance with generally accepted accounting principles, applied on a consistent basis throughout the Termconsistently applied, and in accordance with industry standards such as those published by when depreciation or amortization is permitted or required, the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure item shall be amortized over its reasonably anticipated useful life; advertising and promotional expenditures, and costs of acquisition and maintenance of signs in or on the Building identifying the owner of the Building or tenants; marketing costs, including leasing commissions, attorneys’ fees (in connection with the negotiation and preparation of letters of intent, leases, subleases and/or assignments), space planning costs, and other costs and expenses incurred in connection with lease, sublease and/or assignment negotiations and transactions with present or prospective tenants or other occupants of the Building; costs, including permit, license and inspection costs, incurred with respect to the installation of tenants’ or other occupants’ improvements or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Building; expenses in connection with services or other benefits that are not offered to Tenant or for which Tenant is charged for directly; costs incurred by Landlord due to the violation by Landlord or any tenant of terms and conditions of any lease of space in the Building; management fees paid or charged by Landlord in connection with the management of the Building to the extent such management fee is in excess of the management fee customarily paid or charged by landlords of comparable buildings in the vicinity of the Building; salaries and other benefits paid to the employees of Landlord to the extent customarily included in or covered by a management fee, provided that in no event shall Operating Expenses include salaries and/or benefits attributable to personnel above the level of site or building manager, rent for any office space occupied by Building management personnel to the extent the size of such space exceeds 750 rentable square feet or the rental rate for such office space exceeds the fair market rental value of office space occupied by management personnel of comparable buildings in the vicinity of the Building; amounts paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Building to the extent the same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a straight-line basis over a period equal competitive basis; Landlord’s general corporate overhead and general and administrative expenses; services provided, taxes attributable to, and costs incurred in connection with the operation of any retail, restaurant and garage operations for the Building, and any replacement garages or parking facilities; costs incurred in connection with upgrading the Building to comply with laws, rules, regulations and codes in effect prior to the lesser Delivery Date; all assessments and premiums that are not specifically charged to Tenant because of the useful life thereof for federal income tax purposes or fifteen (15) years andwhat Tenant has done, if which can be paid by Landlord in installments, shall be paid by Landlord and not Tenantincluded as Operating Expenses except in the year in which the assessment or premium installment is actually paid; costs arising from latent defects in the Base Building Work or Finish Work or repair thereof; costs associated with the operation of the business of the entity which constitutes Landlord as the same are distinguished from the costs of operation of the Building, shall including accounting and legal matters, costs of defending any lawsuits with any mortgage (except as the actions of Tenant may be passed-through to Tenant on that basis (provided thatin issue); costs of selling, if Tenant agrees to pay for such capital expenditure up front syndicating, financing, mortgaging or on an alternative payment schedule, then hypothecating any payment made by Tenant attributable to of Landlord’s interest in the Building; costs incurred in connection with any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by disputes between Landlord and its employees, between Landlord and Building management, or between Landlord and other tenants or occupants; costs arising from the gross negligence or willful misconduct of Landlord or other tenants or occupants of the Building or their respective agents, employees, licensees, vendors, contracted or providers of materials or services; and costs for sculpture, paintings, or other objects of art exceeding those costs which are reasonably and customarily incurred by landlords of similar buildings in the same geographic area of the Building. Tenant prior to incurring any such capital expenditureshall pay Tenant’s Pro Rata Share of Operating Expenses in accordance with Section 4.02.

Operating Expenses. Beginning on the Commencement Date and continuing throughout the Term, T▇▇▇▇▇ agrees to pay as “Additional Rent” its Proportionate Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which the Premises are a part (the “Building”) and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, shall include all costs and expenses incurred by Landlord in owning, operating, managing, repairing and replacing the Building and Common Area, including, but not limited to, all costs and expenses of: (i) Landlord’s Insurance, whether or not required by any Landlord’s Lender; (ii) pest control, cleaning of exterior windows, cleaning, sweeping, striping, painting, resurfacing, repaving, seal coating, disposing of refuse, inspecting, planting and landscaping (including, but not limited to, tree trimming and plants located within the Building) for the Building (exclusive of the Premises and any other premises used exclusively by another tenant) and Common Area; (iii) providing, at the sole discretion of Landlord, security, including, but not limited to, electronic intrusion and fire control devices, card key access systems, parking lot attendants, guards and any attendant costs of such guards and telephonic alert system devices; (iv) complying with all Regulations, as defined in Section 11.2 hereof, and any requirements of Landlord’s Lender, including, but not limited to, improvements or changes required by any current or future Regulations or Landlord’s Lender; (v) fees for permits and licenses; (vi) attorneys’ and accountants’ fees and disbursements; (vii) court costs awarded related to enforcing this Lease Agreement (except if involving disputes with other tenants); (viii) replacing and maintaining floors, carpeting, artwork, non-structural walls, hallways, roofs, stairways, elevators, signage for the Building, including, but not limited to, any monument signs (exclusive of the Premises and any other premises used exclusively by another tenant), gutters, downspouts, building service, elevator service (if any), electrical, lighting, mechanical, plumbing, heating, air conditioning and ventilating equipment and systems, sidewalks, landscaping, drainage, equipment, fixtures, hot water heater, including all labor and materials costs and equipment rental fees, and any other replacement of capital improvements and a reasonable amortization of capital expenditures, together with interest on the unamortized balance at the rate of seven percent (7%) per annum; (ix) replacement reserves for non•structural elements; (x) any other expenses of any kind whatsoever which would reasonably or customarily be included in managing, operating, maintaining, repairing and replacing non•structural items in office buildings in the location in which the Building is situated; (xi) Cost Savings Capital Improvement Amortization (defined below); (xii) a property management fee as described herein; (xiii) Real Estate Taxes, as defined below; and (xiv) Landlord’s Insurance, as defined below. Landlord may establish reasonable reserves for maintaining the Building and Common Area, and for the repair and replacement of improvements in the Building and Common Area, and may include the reserves as Operating Expenses, provided that when the reserves are actually used, the expenditure of the reserves shall not be considered Operating Expenses, and provided that any unused reserves during the year are paid back to Tenant with the delivery of Landlord’s Operating Statement. Landlord shall be paid a management fee as part of the Operating Expenses equal to three and one-half percent (3.5%) of the gross rentals from the Building for administration of the Building. In lieu of this management fee, Landlord may employ a management organization, including an affiliate of Landlord, in which event Operating Expenses shall include its fee, which may exceed such limitation. Notwithstanding the foregoing, Operating Expenses shall not include the following: (i) costs, including permit, license and inspection costs, incurred with respect to the maintenance and operation installation of tenant or other occupants’ improvements in the Building includingor incurred in renovating or otherwise improving, without limitation: (i) intentionally omitted; (ii) insurance maintained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance of the Building and all associated systems serving the Building; (v) intentionally omitted; (vi) repair of any portion decorating, painting or redecorating vacant space for tenants or other occupants of the Building; (vii) deductibles on insurance loss; (viii) security services, if any; (ix) trash collection and sweeping; (x) snow removal; and (xi) the cost of any capital improvements that are made to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same (including, without limitation, with respect to the nature and scope of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors to be used in connection with the performance thereof and any modification or change to any of the foregoing prior to completion of the applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditure.;

Operating Expenses. Beginning Throughout the Term of this Lease, commencing on the Commencement Date and continuing throughout the TermDate, T▇▇▇▇▇ Tenant agrees to pay Landlord as “Additional Rent” its Proportionate additional rent in accordance with the terms of this Section 4, Tenant's Share of Operating Expenses (as defined below in this Section 2.2.1) for the building of which taxes and insurance for the Premises are a part (the “Building”) Common Area and any common areas associated therewith including, without limitation, paving and parking areas, roads, alleys, and driveways, landscaping and exterior lighting (“Common Areas”) to the extent that such maintenance and costs are chargeable to Tenant under this Lease. The term “Operating Expenses” means, except as otherwise expressly set forth in this Lease, for all costs and expenses incurred by Landlord with respect to for the maintenance operation, maintenance, repair, and operation replacement of the Building Common Area including, without limitation: (i) intentionally omittedany form of real property tax, assessment, license fee, license tax, business license fee, commercial rental tax, levy, charge, improvement bond or similar imposition of any kind or nature imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof; (ii) any and all assessments under any covenants, conditions and restrictions affecting the Project; (iii) water, sewer and other utility charges; (iv) costs of insurance maintained obtained by Landlord pursuant to Section 12; (iii) utilities (except as separately metered and paid directly to the utility by Tenant); (iv) maintenance 21 of the Building and all associated systems serving the Buildingthis Lease; (v) intentionally omittedwaste disposal and janitorial services; (vi) repair of any portion of the Buildingsecurity; (vii) deductibles on insurance losslabor; (viii) security servicesmanagement costs including, if anywithout limitation: (A) wages and salaries (and payroll taxes and similar charges) of property management employees, and (B) management office rental, supplies, equipment and related operating expenses and a commercially reasonable management fee; (ix) trash collection supplies, materials, equipment and sweepingtools including rental of personal property; (x) snow removalmaintenance, sweeping, repairs, resurfacing, re-striping and upkeep of any parking and any other paved surfaces included within the Common Area; and (xi) amortization on a straight line basis over the cost useful life [together with interest at the Interest Rate on the unamortized balance] of all capitalized expenditures which are: (A) reasonably intended to produce a reduction in operating charges or energy consumption; or (B) required under any governmental law or regulation that was not applicable to the Project at the time it was originally constructed; or (C) for replacement of any capital improvements that are made Project equipment needed to operate the ▇▇▇▇▇▇▇.▇▇ the same quality levels as prior to the Building or Common Areas with the Parties’ express prior written agreement or approval as to same replacement; (including, without limitation, with respect to the nature xii) gardening and scope landscaping; (xiii) maintenance of signs (other than signs of tenants of the capital improvements, any and all plans related thereto, the cost thereof and any and all contractors Project); (xiv) personal property taxes levied on or attributable to be personal property used in connection with the performance thereof Common Areas; (xv) reasonable accounting, audit, verification, legal and other consulting fees; and (xvi) any modification or change to any other costs and expenses of the foregoing prior to completion of the repairs, maintenance, painting, lighting, cleaning, and similar items, including appropriate reserves, applicable improvements). For clarity, Tenant has no obligation whatsoever for any capital improvements that are made to the Building, Common Areas, Land and/or the Project by Landlord other than as described in the immediately preceding clause (xi) or otherwise made in accordance with this Section 2.2.1. Without limiting the foregoing, if the Parties are unable to agree on capital improvements, as, when and to what extent they are required, then the Parties shall engage a licensed third-party professional (in the area of expertise required for the subject capital improvement(s)) to determine commercially reasonable maintenance, repair or replacement steps under the circumstances. For the purposes of this Lease, the term “Proportionate Share” means the percentage determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant agree that as of the Commencement Date, T▇▇▇▇▇’s Proportionate Share shall be one hundred percent (100%). Landlord shall equitably adjust Tenant’s Proportionate Share in the event the Premises or Building are expanded or reduced. Operating Expenses shall be calculated in conformity with generally accepted accounting principles, applied on a consistent basis throughout the Term, and in accordance with industry standards such as those published by the Building Owners and Managers Association. The costs of any allowable expenditure which under generally accepted accounting principles is properly classified as a capital expenditure shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or fifteen (15) years and, if paid by Landlord and not Tenant, shall be passed-through to Tenant on that basis (provided that, if Tenant agrees to pay for such capital expenditure up front or on an alternative payment schedule, then any payment made by Tenant attributable to any period of time after the Term expires shall be paid or reimbursed by Landlord to Tenant), except to the extent otherwise expressly agreed by Landlord and Tenant prior to incurring any such capital expenditureArea.