Common use of Rent Clause in Contracts

Rent. (a) Paragraph 3(b) of the Current Lease is hereby deleted and amended and restated to provide as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:

Rent. (a) Paragraph 3(bFrom and after the Commencement Date, Subtenant shall pay to Sublandlord annual fixed rent (the “Fixed Rent”) in the amounts set forth on Schedule 4 attached hereto. Fixed Rent shall be payable in advance in the monthly installments set forth on Schedule 4, pro-rated on a per diem basis in the case of any partial months during the Current Lease is hereby deleted Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on or before the first day of each month, without notice or demand and amended and restated to provide as follows:without abatement, set-off or deduction. (b) For each of From and after the lease years beginning April 1Commencement Date, 2011 and April 1Subtenant agrees to pay to Sublandlord, 2012 (the “Carryover Period”)as additional rent hereunder, respectively, Minimum Annual Rent shall accrue in an amount equal to all of the Base Real Estate Taxes (as defined in Section 5.(B)(1) of the ▇▇▇▇▇▇▇▇▇) and Operating Expenses (as defined in Section 5.(C)(1) of the ▇▇▇▇▇▇▇▇▇) due from Sublandlord to Overlandlord pursuant to Sections 5.(B) and 5.(C) of the ▇▇▇▇▇▇▇▇▇, respectively (collectively, “Direct Expenses”). Sublandlord shall provide Subtenant with evidence of its payment of the Direct Expenses to Overlandlord within five (5) business days of the date Sublandlord makes such payment to Overlandlord. (c) So long as Subtenant is not then in material default under this Sublease (beyond any applicable notice and cure period), Fixed Rent and Direct Expenses shall be abated for Adjustment Purposesthe period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, increased 2011. In addition, during the Free-Rent Period, Sublandlord shall pay all utilities and other operating costs for the Subleased Premises. In the event of a termination of this Sublease prior to December 31, 2015, as a result of any default by one half or on behalf of Subtenant, any such Fixed Rent and Direct Expenses previously abated hereunder shall be immediately due and payable from Subtenant to Sublandlord. (d) In addition to the CPI AdjustmentFixed Rent and Direct Expenses, Subtenant agrees to pay to Sublandlord all Subtenant Surcharges (as hereinafter defined) as additional rent hereunder. As used herein, the term “Subtenant Surcharges” shall mean any and all amounts which become due and payable by Sublandlord to the Overlandlord under the ▇▇▇▇▇▇▇▇▇ (without additional charge or profit to Sublandlord) as “Additional Rent” (as such term is defined in the ▇▇▇▇▇▇▇▇▇) which would not have become due and payable but for the acts and/or failures to act of Subtenant under this Sublease or which are otherwise attributable to the Subleased Premises, including, but not limited to: (i) any increases in no event shall the Minimum Annual Rent for either such year be Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (1ii) less than any additional rent or charges under the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of Minimum Annual Rent any other additional service as may be provided under the sums as provided ▇▇▇▇▇▇▇▇▇, or with the consent of the Overlandlord, Subtenant shall pay any Subtenant Surcharge within fifteen (15) business days after Subtenant’s receipt of the Overlandlord’s statements from Sublandlord. In the event that Subtenant disputes the Subtenant Surcharges, Sublandlord agrees to cooperate with Subtenant in seeking a reduction of such disputed amount from the schedule below (without any CPI Adjustment to such amounts in the schedule)Overlandlord, and defer payment if such reduction is obtained, the corresponding reduction of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount Subtenant Surcharge shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable refunded to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below Subtenant within thirty (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:30) days thereof.

Rent. (a) Paragraph 3(b) Sublessee shall pay to the order of Sublessor, as rent for the Current Lease is hereby deleted and amended and restated to provide as follows: (b) For each of the lease years beginning April 1Equipment, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount a semiannual Rental Payment equal to the Base Rent for Adjustment Purposesamount payable by Sublessor under the Lease, increased on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by one half Sublessor to Lessor under the CPI AdjustmentLease directly to Lessor, but or to the assignee of Lessor, if any, at the address set forth in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this records maintained pursuant to Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year 19 of the Carryover Period, Tenant Lease. Rental Payments due to Lessor from Sublessee shall be permitted due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to pay on account of Minimum Annual Rent the sums corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the schedule below Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (without any CPI Adjustment the "Additional Payments"). The term "Payments", as used herein, shall refer to such amounts Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the schedule)Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and defer payment of the difference between Minimum Annual Rent calculated presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of each such budget request for each fiscal year during the Lease as extended by this AmendmentTerm the Payments to become due in such fiscal year, without thereby securing the occurrence appropriation of an Event of Default by Tenant, at which time Tenant’s obligation moneys for such fiscal year sufficient to pay the Deferred Rent Amount Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be excusedsubject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. The parties agree that upon On or before the occurrence first day of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining fiscal year of Sublessee during the LeaseLease Term, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the schedule below (without any CPI Adjustment form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to such amounts in make all Payments during the schedule). For the purpose Lease Term of this Section 3(b), Sublease and the following terms shall have Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the meanings defined below:Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. (a) Paragraph 3(b) The Sublessee shall pay as rent under this Sublease Basic Rent to Sublessor, which shall be paid at the times provided on Schedule 1, [Include if aircraft is BNDES-financed and subleased while Sublessee remains a Specified Affiliate of Sublessor: for so long as Sublessee shall be a Specified Affiliate,] and Supplemental Rent to the person entitled thereto immediately upon demand thereof, to the end that the Sublessee will pay directly to the party entitled thereto any and all Supplemental Rent amounts payable by the Sublessor; provided, that if the Aircraft shall become an Uncovered Aircraft under the terms of the Current Lease is hereby deleted Capacity Purchase Agreement, then from and amended and restated to provide as follows: (b) For each of after the lease years beginning April 1, 2011 and April 1, 2012 (date on which the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in Aircraft becomes an amount equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b)Uncovered Aircraft, the Base amount of Basic Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant payable under this Sublease shall be permitted to pay on account of Minimum Annual Rent recalculated by increasing the sums as provided relevant interest rate used in the schedule below (without any CPI Adjustment to such amounts in original calculations of Basic Rent on the schedule), and defer payment Delivery Date by the number of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as basis points set forth in Schedule 2 hereto opposite the schedule (hereinafter “Deferred caption "Uncovered Aircraft Basic Rent Amount”) until Adjustment". [Include if aircraft is BNDES-financed and subleased while Sublessee remains a Specified Affiliate of Sublessor: If Sublessee shall cease to be a Specified Affiliate, then Sublessee shall pay as rent under this Sublease Revised Basic Rent, which shall be paid at the expiration times provided on Schedule 1; provided, that if the Aircraft shall become an Uncovered Aircraft under the terms of the Term Capacity Purchase Agreement, then from and after the date on which the Aircraft becomes an Uncovered Aircraft, the amount of the Lease as extended by Revised Basic Rent payable under this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount Sublease shall be excused. The parties agree that upon recalculated by increasing the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided relevant interest rate used in the schedule below (without any CPI Adjustment to such amounts original calculations of Revised Basic Rent by the number of basis points set forth in Schedule 2 hereto opposite the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:caption "Uncovered Aircraft Basic Rent Adjustment".]

Rent. Sublessee shall pay Sublessor as rent for the Premises (a“Base Rent”) Paragraph 3(bits pro rata share (based on the ratio of the square footage of the Premises to the square footage of the Master Premises (its “Pro Rata Share”)) of the Current Lease is hereby deleted and amended and restated to provide as follows: (b) For each of rent payable under the lease years beginning April 1Master Lease, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in together with an amount equal to Sublessee’s pro rata share (based on the ratio of square footage of the Premises (excluding the Shared Areas) to the square footage of the Master Premises (excluding the Shared Areas), of the rent payable under the Master Lease with respect to the Shared Areas. Such amounts shall be due and payable within thirty (30) days of delivery by Landlord of an invoice therefor, without deduction or offset and without prior notice or demand, at the address indicated by Sublessor in writing from time to time. Such Base Rent for Adjustment Purposesshall increase from time to time based on increases in the base rent under the Master Lease. In addition, increased by one half Sublessee shall pay, as and when due under the CPI AdjustmentMaster Lease, (a) its Pro Rata Share of all operating expenses, taxes, insurance and other costs payable under the Master Lease, but specifically excluding any fees, costs, charges or other consideration paid or payable by Sublessor to Master Lessor in no event shall connection with Sublessor’s exercise of any termination right or option that Sublessor may have under the Minimum Annual Rent for either such year be (1) less than Master Lease to terminate the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the Master Lease prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term then-scheduled term of the Master Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s (it being understood that Sublessee shall have no obligation to pay any portion of any such fees, costs, charges, penalties or other consideration paid in connection with Sublessor’s exercise of any such early termination right or option, and that Sublessor reserves the Deferred right to exercise any such express early termination right or option held by Sublessor under the Master Lease notwithstanding anything to the contrary contained in this Sublease), and (b) all costs directly incurred by or at the request of Sublessee with respect to its use of the Premises. All amounts required to be paid by Sublessee under this Sublease other than Base Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:deemed additional rent.

Rent. (a) Paragraph 3(bSublessee shall pay to Sublessor as the minimum monthly rental hereunder the sum of $8,666.67 per month commencing on July 1, 2000 and continuing on the first day of each succeeding month thereafter during the term of this Sublease (the "Basic Monthly Rent"). Basic Monthly Rent shall be adjusted from time to time in accordance with the provisions in the ▇▇▇▇▇▇▇▇▇ in respect of adjustments to "fixed rent" (as that term is defined in the ▇▇▇▇▇▇▇▇▇) as provided in Article 1 thereof, such that Basic Monthly Rent shall at all times during the term of the Current Lease is hereby deleted and amended and restated Sublease equal the monthly installments of fixed rent due from time to provide as follows:time under the ▇▇▇▇▇▇▇▇▇. Basic Monthly Rent for any partial month shall be prorated at the rate of 1/30th of the Basic Monthly Rent counting the actual number of days elapsed. (b) For each Sublessee shall pay during the term of this Sublease, as additional rental hereunder (hereinafter referred to as "Additional Rent"), before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, (i) all real estate taxes, special assessments, water rates and charges, sewer rates and charges (including any sum or sums payable for present or future sewer or water capacity), charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, other governmental charges, and all other charges or burden of whatsoever kind and nature (including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Premises and/or the real property on which the Premises are located are subject) incurred in the use, occupancy, ownership, operation, leasing or possession of the lease years beginning April 1Premises and/or arising under or related to this Sublease, 2011 and April 1whether any of the foregoing be general or special, 2012 ordinary or extraordinary, foreseen or unforseen (the “Carryover Period”all of which are collectively referred to herein as "Impositions"), respectivelywhich at any time during the term hereof may have been or may be assessed, Minimum Annual Rent levied, confirmed, imposed upon, or become a lien on the Premises, or any portion thereof, or any appurtenance thereto, or this Sublease or the rents or income therefrom and (ii) any other amounts due Landlord under the terms of the ▇▇▇▇▇▇▇▇▇ (other than minimum rent), including common area maintenance costs, promotional charges, marketing charges and all other taxes, assessments, levies and charges of any nature whatsoever required to be paid by Sublessor under the ▇▇▇▇▇▇▇▇▇ (collectively, the "▇▇▇▇▇▇▇▇▇ Charges"). Sublessee shall accrue pay to Sublessor any taxes or increases in an amount equal taxes which result from any improvements to the Base Rent Premises which Sublessee makes at any time during the term hereof. Sublessee shall pay to Sublessor (a) all Impositions, whether heretofore or hereafter levied for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that assessed upon the occurrence of an Event of DefaultPremises, the Deferred Rent Amount shall be included as part of the unpaid rent or any portion thereof, and/or this Sublease which are due and payable during the term of this Sublease to Landlord. After Sublessor within five days of receipt of a statement specifying such amount from Sublessor and (b) all ▇▇▇▇▇▇▇▇▇ Charges at the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided times and in the schedule below (without any CPI Adjustment to such amounts manner specified therefor in the schedule)▇▇▇▇▇▇▇▇▇. For Anything herein to the purpose contrary notwithstanding, Sublessor shall pay its prorata portion of any Impositions and/or ▇▇▇▇▇▇▇▇▇ Charges due and payable with respect to the Premises, or any portion thereof, and/or this Sublease during the years in which the term hereof both commences and ends based on the number of days in each said year within the term of this Section 3(b)Sublease, and Sublessor shall pay the following terms shall have the meanings defined below:balance of any such Impositions during said years.

Rent. (a) Paragraph 3(b) of the Current Lease is hereby deleted and amended and restated 7.1 Tenant shall pay to provide Landlord as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal to the Base Rent for Adjustment Purposesthe Premises, increased by one half commencing on the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b)Term Commencement Date, the sums set forth in Section 2.3. Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided paid in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent equal monthly installments as set forth in Section 2.3, each in advance on the schedule first day of each and every calendar month during the Lease Term. 7.2 In addition to Base Rent, commencing on the Term Commencement Date, Tenant shall pay to Landlord as additional rent ("Additional Rent") at times hereinafter “Deferred Rent Amount”specified in this Lease (a) until Tenant's Share (as defined below) of Operating Expenses (as defined below), (b) the Property Management Fee (as defined below) and (c) any other amounts that Tenant expressly assumes or agrees to pay under the provisions of this Lease that are owed to Landlord. Without limitation on other obligations of Tenant which survive the expiration of the Term Lease Term, the obligations of Tenant to pay Additional Rent shall survive the expiration of the Lease Term. 7.3 Landlord and Tenant hereby agree that it is their intent that all Base Rent, Additional Rent and other rent and charges payable to the Landlord under this Lease (hereinafter individually and collectively referred to as extended "Rent") shall qualify as "rents from real property" within the meaning of Section 856(d) of the Internal Revenue Code of 1986, as amended, (the "Code") and the Department of the U.S. Treasury Regulations promulgated thereunder (the "Regulations"). Should the Code or the Regulations, or interpretations thereof by the Internal Revenue Service contained in revenue rulings or other similar public pronouncements, be changed so that any Rent no longer so qualifies as "rent from real property" for purposes of Section 856(d) of the Code and the Regulations promulgated thereunder, such Rent shall be adjusted in such manner as the Landlord may require so that it will so qualify; provided, however, that any adjustments required pursuant to this AmendmentSection 7.3 shall be made so as to produce the equivalent (in economic terms) Rent as payable prior to such adjustment. Rent shall be paid to Landlord, without abatement, deduction or offset, in lawful money of the occurrence United States of an Event America at the office of Default by TenantLandlord as set forth in Section 2.8 or to such other person or at such other place as Landlord may from time designate in writing. In the event the Lease Term commences or ends on a day other than the first day of a calendar month, at which time Tenant’s obligation to pay then the Deferred Rent Amount for such fraction of a month shall be excused. The parties agree that upon prorated for such period on the occurrence basis of an Event of Default, the Deferred Rent Amount a thirty (30) day month and shall be included as part of paid at the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to then-current rate for such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:fractional month.

Rent. (a) Paragraph 3(b) To the extent collected by Sellers prior to Closing, the “minimum” or “base” rent paid by tenants under the Assignable Leases for the calendar month in which the Closing occurs shall be prorated between Purchaser and Sellers on the basis of the Current Lease number of days of such month the Property will have been owned by Purchaser and Sellers, respectively. There shall be no proration of any rent which is hereby deleted and amended and restated to provide delinquent as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (Closing Date. Rent collected on or after the “Carryover Period”), respectively, Minimum Annual Rent Closing Date shall accrue in an amount equal be applied first to the Base Rent month of Closing, then to any delinquency existing for Adjustment Purposesthe period thereafter and then to any delinquency for the period prior to Closing. Purchaser shall cause any rent applicable to the period prior to Closing to be remitted to Sellers if, increased by one half as, and when collected. At Closing, Sellers shall deliver to Purchaser a schedule of all delinquent rent. In the CPI Adjustmentevent any delinquent rent is omitted from such schedule, Sellers shall not be deemed to have waived their rights to such rent. Purchaser shall include the amount of delinquent rent in the first bills thereafter submitted to the tenants in question after the Closing, and shall continue to do so for three (3) months thereafter. Purchaser shall promptly deliver to Sellers a copy of each such ▇▇▇▇ submitted to tenants. After such three (3) month period following Closing, provided Sellers have obtained Purchaser’s prior consent, which consent may be withheld in Purchaser’s sole and absolute discretion, Sellers may pursue remedies directly against delinquent tenants, but may not ▇▇▇ to evict or otherwise dispossess such tenants. Any percentage rent collected in no event connection with any Assignable Leases shall not be prorated at Closing but shall be prorated after the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the applicable lease year beginning April 1is over and total revenues and breakpoint have been reconciled under the applicable Assignable Lease, 2011 is $1,194,350.40, being with such revenues and breakpoint allocated evenly over the Minimum Annual Rent year in effect for which Closing occurs on a daily basis and any amount payable from one party to the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant other shall be permitted to pay on account of Minimum Annual Rent paid promptly after such reconciliation is required under the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the applicable Assignable Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:.

Rent. (a) Tenant covenants to pay to Landlord, as rent for the Premises during the Interim Term, the Primary Term and each Extended Term of this Lease (if Tenant extends the Term in accordance with Paragraph 3(b4) the amounts set forth on EXHIBIT 5 attached hereto (herein called the "Basic Rent") in monthly installments, in advance, on the first day of each calendar month (herein called the "BASIC RENT PAYMENT DATES") by wire or other electronic transfer of immediately available funds to the Landlord at the address set forth above or to such other person or such other place or account as Landlord from time to time may designate to Tenant in writing; provided, Landlord may designate to Tenant in writing that all but not less than all of the Current Lease is hereby deleted and amended and restated monthly Basic Rent be paid directly to provide a Mortgagee (as follows:defined in Subparagraph 23(a)) or an institutional payment agent. (b) For each Tenant covenants that all other amounts, liabilities and obligations which Tenant assumes or agrees to pay or discharge pursuant to this Lease together with every fine, penalty, interest and cost which may be added for nonpayment or late payment thereof, shall constitute additional rent hereunder (herein called "ADDITIONAL RENT"). In the event of any failure by Tenant to pay or discharge any Additional Rent, Landlord shall have all rights, powers and remedies provided herein or by law in the lease years beginning April 1, 2011 case of nonpayment of Basic Rent. Tenant further covenants to pay to Landlord on demand interest on all Basic Rent and April 1, 2012 Additional Rent due to Landlord from the date due until such amount is paid in full at the per annum rate of interest (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount "DEFAULT RATE") equal to the Base Rent for Adjustment Purposes, increased by one half annual "prime rate" identified in the CPI Adjustment"Money Rates" column in the Wall Street Journal (the "PRIME RATE") plus four percent (4%), but in no event shall the Minimum Annual Rent for either such year be (1) less than Default Rate exceed the Minimum Annual Rent in effect for maximum rate permitted by law. If the preceding year, nor (2) greater than $1,384,000.00 per year. For Wall Street Journal is no longer published or the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year Wall Street Journal discontinues publication of the Carryover Period, Tenant "prime rate," then Landlord shall be permitted designate a reasonably comparable source to pay on account of Minimum Annual Rent identify the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:Prime Rate.

Rent. (a) Paragraph 3(b) A. Tenant shall pay as rent hereunder the Initial Annual Base Rent plus the Rent Adjustment and Additional Base Rent, as hereinafter defined, and all other sums herein required to be paid, to ▇▇▇▇▇ Associates, Ltd., as Agent at ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ or to such other person or at such other place as Landlord may direct in writing. Annual Base Rent shall be paid in equal monthly installments in the amount of the Current Lease is hereby deleted and amended and restated Initial Monthly Base Rent set forth in Section 1 hereof, as adjusted annually pursuant to provide as follows: (b) For Section 3B hereof, in advance on or before the first day of each month of the lease years beginning April 1Term. All such rent shall be paid without any set-off or deduction whatsoever. Unpaid rent shall bear interest at the rate set forth in Sections 25M and 26F hereof, 2011 from the date due until paid. B. Commencing on the first day of the thirteenth (13th) full calendar month of the Term and April 1, 2012 on the first day of each succeeding twelve (12) month period (or portion thereof) thereafter during the “Carryover Period”), respectively, Minimum remainder of the Term of this Lease the Annual Base Rent payable pursuant to the preceding Section 3A (as previously adjusted pursuant to this Section 3B) shall accrue in be increased annually by an amount equal to three percent (3%) of the annual Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect payable for the preceding then current calendar year, nor (2) greater than $1,384,000.00 per yearpayable in equal monthly installments. For the purposes of Each such adjustment pursuant to this Section 3(b), 3B shall be added to the prior year's Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant as previously adjusted pursuant to this Section 3B. All amounts due hereunder shall be permitted deemed to pay on account of Minimum Annual be Additional Base Rent and shall be paid at the sums as provided same time and in the schedule below (without any CPI Adjustment same manner as Initial Monthly Base Rent pursuant to such amounts in the schedule), and defer payment Section 3A of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excusedLease. The parties agree that upon Initial Monthly Base Rent and the occurrence of an Event of Default, the Deferred Additional Base Rent Amount shall be included are collectively sometimes herein referred to as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:"Base Rent."

Rent. 2.1 Tenant shall pay to Landlord all sums due hereunder from time to time from the Commencement Date without prior demand, together with all applicable Florida sales tax thereon; however, unless otherwise provided in this Lease, payments other than Tenant's regular monthly payments of Base Rent and "Increased Operating Costs" (asubsequently defined), shall be payable by Tenant to Landlord within five (5) Paragraph 3(bdays following demand, except as otherwise provided in this Lease. All other charges other than Base Rent that are required to be paid by Tenant to Landlord under this Lease shall constitute Additional Rent. Base Rent and Additional Rent (Base Rent and Additional Rent are collectively referred to as "Rent"), for any "Lease Year" consisting of more than twelve (12) months shall be prorated on a per diem basis, based upon a period of 365 days. Rent payable for any partial month shall be prorated on a per diem basis, based upon a thirty (30) day month. Tenant agrees that its covenant to pay Rent and all other sums under this Lease is an independent covenant and that all such amounts are payable without counterclaim, set-off, deduction, abatement, or reduction whatsoever, except as may be expressly provided for in this Lease. 2.2 Subject to any escalation which may be provided for in this Lease, Tenant shall pay Base Rent for the Term in the initial amount specified in the Lease Summary, which, except for the first installment (which shall be payable upon Lease execution), shall be payable throughout the Term in equal monthly installments in advance on the first day of each calendar month of each year of the Current Term, such monthly installments to be in the amounts (subject to escalation) specified in the Lease is hereby deleted and amended and restated Summary. The obligation of Tenant to provide as follows: (b) For each pay Rent shall commence on the [Rent ] Commencement Date. The Base Rent described above shall be adjusted at the beginning of the lease years beginning April 1, 2011 second and April 1, 2012 (each succeeding Lease Year during the “Carryover Period”), respectively, Minimum Annual Rent shall accrue Term of this Lease as provided in an amount equal the Lease Summary. 2.3 In addition to the Base Rent for Adjustment Purposesspecified in this Lease, increased by one half the CPI Adjustmentcommencing January 1, but in no event 2001. Tenant shall the Minimum Annual pay to Landlord as Additional Rent for either the Premises Tenant's Proportionate Share of the amount by which the annual "Operating Costs" (as subsequently defined) exceed the Operating Costs incurred during the Base Year. Such excess is referred to as the "Increased Operating Costs." Tenant's obligation to pay its proportionate share of Increased Operating Costs shall commence as of the first day immediately subsequent to the last day of the Base Year. The amount of Increased Operating Costs payable to Landlord by Tenant may be estimated by Landlord for such period(s) as Landlord may determine from time to time (not to exceed twelve (12) months), and Tenant shall pay to Landlord the amounts so estimated in equal installments, in advance, on the first day of each month during such period. Within a reasonable period of time after the end of the period for which estimated payments have been made, Landlord shall furnish to Tenant a statement, showing the actual amount payable by Tenant based upon actual costs. If such actual Increased Operating Expenses for such calendar year shall exceed Tenant's payment so made, Tenant shall pay to Landlord the deficiency within twenty (20) days after receipt of said statement. If Tenant's payments shall exceed such actual Increased Operating Expenses, as shown on such statement, such excess shall be applied against payments next becoming due under this Lease, or, if the Lease has expired, shall be promptly refunded to Tenant. For purposes of this Lease, Operating Costs means are but not limited to all "Taxes," "Common Area Maintenance Charges," "Insurance Premiums" (1as such terms are subsequently defined), and all other charges payable by the owner(s) of the Building under that certain Declaration of Protective Covenants and Restrictions for Lakes Corporate Park dated _______________and recorded in Official Records Book _____, Page _____, of the Public Records of Miami-Dade County, Florida and any supplements, amendments, replacements or additions thereto (collectively, the "Declaration"). 2.3.1 Notwithstanding anything to the contrary contained in Section 2.3, the aggregate amount of the Tenant's pro rata share of Operating Costs pursuant to this Article 2 shall not increase by more than 5% per Lease Year except with respect to insurance premiums and real property taxes for which there shall be no cap. 2.4 Rent shall be paid to or upon the order of Landlord at Landlord's Address or as otherwise designated in writing by Landlord. Landlord may change its address by notice to Tenant of such change pursuant to Section 19.2 hereof. No payment by Tenant or receipt by Landlord of an amount less than the Minimum Annual Rent due hereunder shall be deemed to be other than on account of the earliest stipulated Rent due hereunder. Nor shall any endorsement or statement on any check or any letter accompanying any check be deemed to be an accord and satisfaction. 2.5 Any Base Rent or Additional Rent payable by Tenant to Landlord under this Lease which is not paid within ten (10) days after due, will be subject to (i) a late payment charge, as Additional Rent, of five percent (5%) of the delinquent amount, in effect each instance, to cover Landlord's additional administrative costs and (ii) if any payment shall remain overdue for more than twenty (20) days, interest on all such unpaid sums (other than the late charge), at a per annum rate equal to the lesser of the highest rate permitted by law or eighteen percent (18%)]. The rate of interest determined pursuant to the preceding sentence is sometimes hereinafter referred to as the "Maximum Interest Rate." Such late charges and interest will be due and payable upon demand, and will accrue from the date that such Base Rent, Additional Rent, late charges or other sums are payable under the provisions of this Lease until actually paid by Tenant. Such late charges and interest shall not be considered the granting of a grace period. 2.6 Tenant shall also pay all applicable Florida sales tax levied on Rent, as well as any taxes attributable to the personal property and trade fixtures owned by Tenant. 2.7 Landlord acknowledges receipt of a security deposit in the amount specified on the Lease Summary to be held by Landlord, without any liability for interest thereon, as security for the preceding yearperformance by Tenant of all its obligations under this Lease. Landlord shall be entitled to commingle the security deposit with Landlord's other funds. If Tenant defaults in any of its obligations under this Lease, nor Landlord may at its option, but without prejudice to any other rights which Landlord may have, apply all or part of the security deposit to compensate Landlord for any loss, damage, or expense sustained by Landlord as a result of such default (2) greater than $1,384,000.00 per yearincluding sales taxes). For If all or any part of the purposes security deposit is so applied, Tenant shall restore the security deposit to its original amount on demand of Landlord. Subject to the provisions of this Section 3(b)2.7, within thirty (30) days following termination of this Lease, if Tenant is not then in default or if no default would occur after a lapse of time, the Base security deposit will be returned by Landlord to Tenant. 2.8 To secure the payment of all Rent for Adjustment Purposes for and other sums of money due and to become due hereunder and the lease year beginning April 1faithful performance of this Lease by Tenant, 2011 Tenant hereby gives to Landlord an express first and prior contract and landlord's lien and security interest on all property now or hereafter acquired (including fixtures, equipment, chattels, and merchandise) by Landlord (and not by any customer of Landlord) which may be placed in the Premises and also upon all proceeds of any insurance which may accrue to Tenant by reason of destruction of or damage to any such property. Such property shall not be removed therefrom without the written consent of Landlord until all arrearages in rental and other sums of money then due to Landlord hereunder shall first have been paid. All exemption laws are hereby waived in favor of said lien and security interest. This lien and security interest is $1,194,350.40given in addition to Landlord's statutory lien and shall be cumulative thereto. Landlord shall, being in addition to all of its rights hereunder, also have all of the Minimum Annual Rent rights and remedies of a secured party under the Uniform Commercial Code as adopted in effect for the prior lease year beginning April 1State of Florida. To the extent permitted by law, 2010this Lease shall constitute a security agreement under Article 9 of the Florida Uniform Commercial Code. Notwithstanding the foregoing, during each year of the Carryover PeriodLandlord agrees to subordinate its lien to a bona fide institutional lender providing acquisition financing or lease financing for Tenant's furniture, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule)fixtures, and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph equipment, so that Landlord will have a second lien on such furniture, fixtures and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:equipment.

Rent. The rent for the Accommodation will be as stated on page 1 of this Tenancy Agreement. The Landlord acknowledges the Tenant has paid the Advance Payment of FIVE HUNDRED POUNDS (a£500) Paragraph 3(bSTERLING which will be credited to the Tenant’s rent account. Subsequent Rent payments must be paid by monthly instalments in advance by recurring card payments (from a UK bank account). The subsequent monthly sums due will be shown on the rent schedule to be provided separately to the Tenant. The sum of ONE HUNDRED AND FIFTY POUNDS (£150) STERLING of the Current Lease Advance Payment will be retained by the Landlord as a cancellation fee if this Tenancy Agreement is hereby deleted and amended and restated terminated, either by the Tenant or by the Landlord due to provide as follows: (b) For each a breach of the lease years beginning April 1terms of this Tenancy Agreement by the Tenant, 2011 and April 1prior to 4 September 2020. If this Tenancy Agreement is terminated by the Tenant, 2012 or by the Landlord due to a breach of the terms of this Tenancy Agreement by the Tenant, at any time after 4 September 2020 before the contractual termination date stated on page 1 of this Tenancy Agreement the Landlord will be entitled to retain from the Rent paid in advance such sums as may Necessary to compensate the Landlord for the Landlord’s losses due to such early termination all in accordance with the terms of Condition 25 (c) hereof. If there is an insufficient sum at the “Carryover Period”credit if the Tenant’s Rent account to compensate the Landlord for the Landlord’s losses, (as determined in accordance with Condition 25 (c), respectively, Minimum Annual Rent shall accrue in an amount equal ) the Tenant will remain responsible for payment of any shortfall notified to the Base Tenant. In the event of there being a credit balance on the Tenant’s Rent for Adjustment Purposes, increased there shall be refunded to the Tenant such proportion of any payments made in advance by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be Tenant as may remain after deduction of (1) less than any Rent due by the Minimum Annual Rent in effect for Tenant until the preceding year, nor date of occupation by the new occupier and (2) greater than $1,384,000.00 per year. For Administrative, legal, factorial, cleaning and other costs incurred by the purposes of this Section 3(b), Landlord in re-letting the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:Premises.

Rent. (a) Paragraph 3(bTenant covenants to pay to Landlord, as rent for the Premises during the Interim Term and the Primary Term of this Lease, the amounts set forth on Exhibit 5- 1 hereto, and during each Extended Term the amounts determined pursuant to Exhibit 5-2 hereto (herein called the "Basic Rent") in monthly installments in advance on the first day of each calendar month (herein called the "Basic Rent Payment Dates") by wire or other electronic transfer of immediately available funds or by check payable to the Landlord at the address set forth above and/or to such other person or such other place or account as Landlord from time to time may designate to Tenant in writing; provided, Landlord may designate to Tenant in writing that all or a portion of the Current Lease is hereby deleted monthly Basic Rent be paid directly to a Mortgagee or an institutional payment agent, and amended the remainder be paid as otherwise designated in writing by Landlord. Any payment made by check shall be deemed made on the date received, subject to collection. Subject to the second sentence of Subparagraph 7(a), Tenant shall pay when due all taxes payable on Basic Rent and restated to provide Additional Rent, whether imposed on Landlord or Tenant, including without limitation, all gross rent taxes and sales taxes on such Basic Rent and Additional Rent, but calculated as follows:if the Basic Rent and the Additional Rent were the sole income of Landlord. (b) For each Tenant covenants that all other amounts, liabilities and obligations which Tenant assumes or agrees to pay or discharge pursuant to this Lease together with every fine, penalty, interest and cost which may be added for nonpayment or late payment thereof, shall constitute additional rent hereunder (herein called "Additional Rent"). In the event of any failure by Tenant to pay or discharge any Additional Rent, Landlord shall have all rights, powers and remedies provided herein or by law in the case of nonpayment of Basic Rent. Tenant also covenants to pay to Landlord on demand an amount (the "Late Charge") equal to five percent (5%) of the lease years beginning April 1payment amount then due on all installments of Basic Rent or Additional Rent which are more than five (5) days overdue, 2011 to cover Landlord's administrative expenses. Landlord is obligated to pay any late fees charged by Mortgagee with respect to the Mortgage if the Late Charge is paid by Tenant. The actual amount of Landlord's administrative expenses arising by reason of a late payment will be difficult to ascertain, and April 1the parties agree that the Late Charge as calculated above is a reasonable estimate thereof. In addition, 2012 (Tenant further covenants to pay to Landlord on demand interest at the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount per annum rate of interest equal to five percent (5%) plus the Base "prime rate" as reported by the Wall Street Journal, or at the maximum rate permitted by applicable law, whichever is less, on all Basic Rent for Adjustment Purposes, increased by one half and Additional Rent due to Landlord from the CPI Adjustment, but date due until such amount is paid in full. If the Wall Street Journal is no event longer published or the Wall Street Journal discontinues publication of the "prime rate," then Landlord shall substitute a comparable prime rate. Notwithstanding the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes two prior sentences of this Section 3(bSubparagraph 5(b) to the contrary, so long as any debt secured by a first Mortgage against the Premises remains outstanding (including such debt as exists on the date hereof and any such debt incurred in the future), the Base rate of interest that shall apply under this Lease to all overdue Basic Rent for Adjustment Purposes for and Additional Rent shall be the lease year beginning April 1lesser of (i) the maximum rate permitted by applicable law, 2011 or (ii) the interest rate applicable to late payments of interest or principal due with respect to such debt (which interest rate under such first Mortgage is $1,194,350.40referred to herein as the "Default Rate"); said lower rate described in clauses (i) or (ii) being referred to as the "Mortgage Default Rate"; provided, being however, such Mortgage Default Rate shall only apply to the Minimum Annual overdue Basic Rent while Landlord is obligated to pay interest at the Default Rate on late payments with respect to said Mortgage debt (and at all other times the rate described in effect for the prior lease year beginning April 1, 2010two sentences of this Subparagraph 5(b) shall continue to apply to overdue Basic Rent and Additional Rent). Notwithstanding At the foregoing, during each year written request of Tenant Landlord will advise Tenant of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment amount of the difference between Minimum Annual Rent calculated Mortgage Default Rate in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”a Landlord's certificate delivered to Tenant pursuant to Subparagraph 25(b) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:hereof.

Rent. (a) Paragraph 3(bSubject to subsection (c) below, commencing on and after the Commencement Date, Lessee shall pay Lessor all monetary obligations of Lessor under each Prime Lease for its respective Property applicable to the Current Lease is hereby deleted Term (including, without limitation, base, fixed or minimum rent, percentage rent, additional rent, common area maintenance charges, real estate taxes and amended assessments, insurance charges, waste removal charges, merchants association dues, marketing, advertising and restated to provide as follows:other promotional fund contributions, utility charges, HVAC and chilled water charges) (collectively, the “Property Rent”). (b) For each of Commencing on and after the lease years beginning April 1Commencement Date, 2011 and April 1Lessee shall pay directly to Lessor, 2012 at Lessor’s office at the address designated for notices to Lessor in Section 11(a) hereof, all other amounts payable by Lessee that arise as an independent obligation under this Sublease (the “Carryover PeriodAdditional Rent”, together with the Property Rent, the “Rent”). (c) Lessor and Lessee agree to cooperate, respectivelyand to take all reasonably necessary or desirable actions possible, Minimum Annual to arrange for all payments by Lessee of the Property Rent with respect to each Property directly to Prime Landlord with respect to such Property, and, with respect to each Property, to otherwise establish a direct relationship between Prime Landlord and Lessee with respect to all matters arising under the Prime Lease with respect to such Property and this Sublease with respect to such Property. All Property Rent with respect to any Property shall accrue be paid in an amount equal lawful money of the United States to Prime Landlord with respect to such Property (or, if such Prime Landlord will not agree to such arrangement, then to Lessor at Lessor’s office at the Base Rent address designated for Adjustment Purposes, increased by one half the CPI Adjustment, but notices to Lessor in no event shall the Minimum Annual Rent for either such year be (1Section 11(a) less than the Minimum Annual Rent hereof in effect for the preceding year, nor immediately available funds at least two (2) greater than $1,384,000.00 per year. For Business Days prior to the purposes of this Section 3(b), the Base date when such Property Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable under such Prime Lease), or at such other place as either Prime Landlord or Lessor may designate, as the case may be, by notice to LandlordLessee. After Lessor and Lessee agree that it is the Carryover Periodintention of Lessor and Lessee to pass all of Lessor’s obligations (without premium or ▇▇▇▇-up) for Property Rent incurred under the Prime Lease during the Term with respect to each Property to Lessee, during and Lessee agrees to pay or otherwise reimburse Lessor for all of Lessor’s obligations for Property Rent incurred with respect to each remaining year Prime Leases and each Property. If a Prime Landlord will not accept a direct payment from Lessee of Property Rent under the respective Prime Lease, then, provided Lessee shall have delivered such Property Rent payment to Lessor within the time and in the manner specified in this subsection (c), Lessor shall deliver such payment of Property Rent to such Prime Landlord on or prior to the date when such Property Rent is due and payable under such Prime Lease and in such manner as provided under the respective Prime Lease. (d) All obligations of Lessee and Lessor under this Section 4 shall survive the termination of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of Prime Leases or this Section 3(b), the following terms shall have the meanings defined below:Sublease.

Rent. (a) Paragraph 3(bSublessee shall pay to Sublessor the following base rent for the Subleased Premises (the “Base Rent”). The Base Rent and the Extra Rent (as defined below) of shall be collectively referred to in this Sublease as the Current Lease is hereby deleted and amended and restated to provide as follows:“Rent”. (b) For each Notwithstanding anything set forth herein to the contrary, Sublessee shall be responsible for paying, as “Extra Rent,” for the cost of Sublessee’s pro rata share of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Additional Rent shall accrue in an amount equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule Prime Lease that is required to be paid by Sublessor, excluding (hereinafter i) any such Extra Rent relating solely to any portion of the Premises that does not include the Subleased Premises or which is solely for Sublessor’s benefit and (ii) any Extra Rent relating to Laboratory Support Expenses. For clarity, Sublessee, at its expense, shall be responsible to provide janitorial services, telecommunications, information technology, security and alarm systems to the Subleased Premises. Any systems that pertain to the foregoing that are installed by Sublessee shall be removed at the end of Sublessee’s occupancy of the Subleased Premises Sublessor’s pro rata share of the Additional Rent for the Building is [16.60%], which is approximately [51.15%] of Sublessor’s pro rata share of the Additional Rent. For avoidance of doubt, Sublessee shall not be responsible to pay for any portion of Extra Rent relating to any time prior to the Rent Commencement Date. (c) Sublessee shall begin paying Rent to Sublessor on the date that is one (1) month after the Commencement Date (the “Deferred Rent AmountCommencement Date”), and shall not owe Rent to Sublessor for any period prior to the Rent Commencement Date. All monthly payments of Rent and Extra Rent are due and payable in advance on the first day of each calendar month, without demand, deduction, counterclaim or setoff, except as set forth or incorporated herein. Rent for any partial month shall be prorated and paid on the first business day of such month. Sublessee shall make all payments required by this Sublease by wire transfer. (d) until Upon the expiration payment of any amount of the Building Allowance (as defined in the Work Letter) for the Improvements (as defined in the Work Letter), the annual Base Rent shall be increased by the total amount drawn by the Sublessee (the “Building Allowance Drawn”), amortized (without interest) on a straight-line basis over the balance of the Term commencing as of the Lease Rent Commencement Date (the aggregate of which is hereinafter referred to as extended by this Amendment, without the occurrence “Aggregate Building Allowance Drawn”) such that the full amount of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount Aggregate Building Allowance Drawn shall be excused. The parties agree that upon reimbursed by the occurrence of an Event of Default, the Deferred Rent Amount shall be included Sublessee to Sublessor as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year last regularly scheduled Base Rent payment of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:Term.

Rent. (a) Paragraph 3(bLessee shall pay to Lessor in cash or by check as rent for the Equipment during the Lease Term, the amounts provided for in the Rental Schedule ("Basic Rent") for such Equipment on the dates designated therein ("Payment Dates"), at the location of the Current Lease is hereby deleted and amended and restated Lessor set forth therein, or at such other address or to provide such other person or entity as follows:Lessor, from time to time, may designate. (b) For each Lessee shall also pay to Lessor, upon notice by Lessor to Lessee that payment is due, any sums other than for Basic Rent that Lessee at any time shall be required to pay Lessor pursuant to the provisions of this Lease, including but not limited to sums payable by reason of payments by Lessor to any Vendors in advance of the lease years beginning April 1delivery of such Equipment or the commencement of the Lease Term for such Equipment, 2011 together with every additional charge, interest and April 1cost which may be added for non-payment or late payment of any such sums or of Basic Rent. All such sums shall be additional rent ("Additional Rent") and Lessor shall provide Lessee with notification as to the amount of any Additional Rent. If Lessee shall fail to pay any Additional Rent, 2012 Lessor shall have all rights, powers and remedies with respect thereto as are provided herein or by law in the case of non-payment of Basic Rent. (c) With respect to any amount of Basic Rent or Additional Rent not received by Lessor within three days from when due hereunder, Lessee shall pay to Lessor interest on such amount from the due date thereof until payment is received by Lessor at two percent per month or the highest rate of interest on amounts past due that is not unlawful, whichever is lower (the “Carryover Period”"Default Interest Rate"). Additionally, with respect to each such instance of late payment, Lessee shall pay to Lessor, within three days of notification that such payment is due, a collection fee of $500, which fee approximates Lessor's administrative costs, at minimum, to collect such unpaid Basic Rent or Additional Rent. (d) LESSEE AGREES THAT TIME IS OF THE ESSENCE TO LESSOR IN LESSEE'S MAKING PAYMENTS OF BASIC RENT AND ADDITIONAL RENT WHEN SUCH PAYMENTS BECOME DUE. (e) This Lease is a net-net-net lease and, notwithstanding any other provisions of this Lease, it is intended that Basic Rent and Additional Rent shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction. Lessee shall perform all its obligations under this Lease at its sole cost and expense. Except to the extent otherwise expressly specified herein, the obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including, without limitation: (i) any defect in the condition, quality or fitness for use of the Equipment or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Equipment or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Equipment or any part thereof; (iv) any defect in title or rights to the Equipment or any lien on such title or rights or on the Equipment; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee or any action taken with respect to this Lease by any trustee or receiver of Lessee or by any court, in any such proceeding; (vii) any claim that Lessee has or might have against any Person (as hereinafter defined), respectivelyincluding without limitation Lessor; (viii) any failure on the part of Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity, Minimum Annual Rent shall accrue in an amount equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes unenforceability or disaffirmance of this Section 3(b)Lease or any provision hereof against or by Lessee; or (x) any other occurrence whatsoever, the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding whether similar or dissimilar to the foregoing, during each year whether or not Lessee or Lessor shall have notice or knowledge of any of the Carryover Periodforegoing. To the extent permitted by law, Tenant shall be permitted Lessee waives all rights now or hereafter conferred by statute or otherwise to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule)quit, and defer payment of the difference between Minimum Annual Rent calculated in accordance with terminate, cancel, rescind or surrender this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted or to pay on account any diminution or reduction of Minimum Annual Basic Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:or Additional Rent payable by Lessee hereunder.

Rent. (a) Paragraph 3(bThe Lessee shall pay FBTC Basic Rent and Lessor Basic Rent on the Acquisition Date. Thereafter the Lessee shall pay Basic Rent (to the extent such Basic Rent (or any component thereof) is then due and owing) on (x) each Payment Date during the Term, (y) the date required under Section ------- 24.1 (i) in connection with the Lessee's exercise of the Current Remarketing Option, ------- and (z) any date on which this Lease is shall terminate. The Lessee and Lessor hereby deleted agree that amounts which would otherwise be payable by Lessee to Lessor hereunder as Lessor Basic Rent are payable as interest on the Pledged Securities pursuant to the terms of the Securities Pledge Agreement and amended such amounts shall not constitute Rent hereunder. (b) Rent shall be due and restated payable in lawful money of the United States and, after the occurrence and during the continuance of a Cash Management Event, shall be paid by wire transfer of immediately available funds on the due date therefor from the relevant Sub-Accounts of the Cash Collateral Account, to the extent funds exist therein. With the exception of the first payment on the Acquisition Date of FBTC Basic Rent and Lessor Basic Rent, for which at least two (2) Business Days prior written notice from the Lessor shall be provided, the Lessor shall provide written notice of the amount of Basic Rent due at least five (5) Business Days prior to each due date therefor; provided, however, that the failure of the Lessor -------- ------- to provide such notice shall not affect Lessee's obligations hereunder or impose liability on Lessor. Lessee shall deposit all security deposits received by it with respect to the Property into the Security Deposit Account and shall cause all relevant checks to be made payable to the name of the Security Deposit Account. (c) So long as a Cash Management Event is not continuing, Rent shall be payable by wire transfer of immediately available funds on the due date therefor as follows: (bi) For each of Lessor Basic Rent and FBTC Basic Rent and Supplemental Rent to which the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent Lessor is entitled shall accrue in an amount equal be payable to the Base Lessor at the place of payment designated in writing by the Lessor and (ii) the remainder of Basic Rent for Adjustment Purposes, increased by one half and Supplemental Rent to which the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 Lender is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant entitled shall be permitted payable to pay on the Lender or Lender's designee or to an account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent identified by Lender or Lender's designee as set forth in the schedule Section ------- 2.12 (hereinafter “Deferred Rent Amount”b) until the expiration of the Term Nomura Loan Agreement. -------- (d) Neither the Lessee's inability or failure to take possession of all or any portion of the Lease as extended Property when delivered by this Amendmentthe Lessor, without whether or not attributable to any act or omission of the occurrence of an Event of Default by TenantLessee, at which time Tenant’s or for any other reason whatsoever, shall delay or otherwise affect the Lessee's obligation to pay Rent for the Deferred Rent Amount shall be excused. The parties agree that upon Property in accordance with the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose terms of this Section 3(b), the following terms shall have the meanings defined below:Lease.

Rent. (a) Paragraph 3(b) of the Current Lease is hereby deleted and amended and restated Sublessee shall pay to provide Sublessor as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect Basic Rental as for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, Subleased Premises during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of this Sublease Agreement the amount set forth below: Period Monthly Rent ------ ------------ Commencement Date to Expiration $6,118.13 In addition to the Basic Rental, Sublessee shall also pay to Sublessor all Additional Rent payable by Sublessor under the Lease including self insurance costs, to the extent allocable to the Subleased Premises. For purposes of calculating such Additional Rent, Sublessee's "proportionate share" shall be a fraction, the numerator of which is the space contained in the Subleased Premises (8,540 square feet as extended of the Commencement Date) and the denominator of which is the entire space contained in the Building (209,088 square feet). The respective amounts set forth above shall be paid on or before the 1st day of each month of the Term. If Sublessee fails or refuses to pay any installment of Basic Rental within five (5) business days after the date such installment is due, or Additional Rent within fifteen (15) business days after Sublessee's receipt of written demand therefor, Sublessor shall be entitled to collect a late charge equal to five percent (5%) multiplied by the amount of the late payment to compensate Sublessor for the additional expense involved in handling delinquent payments and not as interest. If the payment of a late charge required by this AmendmentSection is found to constitute interest notwithstanding the contrary intention of Sublessor and Sublessee, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount late charge shall be excused. The parties agree limited to the maximum amount of interest that upon the occurrence of an Event of Defaultlawfully may be collected by Sublessor under applicable law, and if any payment is determined to exceed such lawful amount, the Deferred Rent Amount excess shall be included as part of the applied to any unpaid rent then due and payable to Landlordhereunder and/or credited against the next succeeding installment of rent payable hereunder. After the Carryover PeriodIf all rent payable hereunder has been paid in full, during each remaining year of the Lease, Tenant any excess shall be permitted refunded to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:Sublessee.

Rent. Except as otherwise expressly set forth in this Lease, Tenant agrees to pay to Landlord at the first office specified in Section 1.01 (a) Paragraph 3(b) 2), or to such other persons, or at such other places, designated by Landlord, without any prior demand therefor in immediately available funds and without any deduction or offset whatsoever, except as otherwise set forth in this Lease, all Rent during the Term as and when due pursuant to this Lease. Monthly Base Rent shall be paid monthly in advance on the first day of each month of the Current Lease is hereby deleted and amended and restated to provide as follows: (b) For each Term, except that the installment of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal to the Monthly Base Rent for Adjustment Purposes, increased by one half any partial month at the CPI Adjustment, but in no event beginning of the Term shall be paid prior to the Minimum Annual Commencement Date and the installment of Monthly Base Rent for either such year be (1) less than the Minimum Annual Rent in effect due for the preceding year, nor sixth (26th) greater than $1,384,000.00 per year. For month of the purposes Term shall be paid by Tenant to Landlord within thirty (30) days following the Date of this Section 3(b), the Lease. Monthly Base Rent shall be prorated for Adjustment Purposes for partial months within the lease Term. Unpaid Rent shall bear interest at the Default Rate from the date due until paid provided, however, that Tenant shall be entitled to notice and an additional three (3) business day grace period before the imposition of Default Interest the first time in any calendar year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual that Tenant does not timely pay Rent hereunder. Tenant’s covenant to pay Rent shall be independent of every other covenant in effect for the prior lease year beginning April 1, 2010this Lease. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excusedconditionally abated during the first five (5) full calendar months of the Term (the “Rent Abatement Period”) in an amount not to exceed $958,013.75. Such abatement shall apply to Rent only and shall not apply to any other sums payable under this Lease. The parties agree that upon abatement of Rent described above is expressly conditioned on Tenant’s performance of its obligations under this Lease throughout the occurrence Term, and the amount of an Event the abated Rent is based in part on the amount of DefaultRent due under this Lease for the full Term. If Tenant Defaults under this Lease and such Default continues beyond the applicable notice and cure period, then Tenant shall immediately, on demand, pay to Landlord, in addition to all other amounts and damages to which Landlord is entitled, the Deferred unamortized amount of Rent Amount shall be included as part of the unpaid rent which would otherwise have been due and payable to Landlord. After during the Carryover Period, during each remaining year Rent Abatement Period (based on the straight-line amortization of the Lease, Tenant shall be permitted to pay on account abated Rent across the initial Term plus interest at the rate of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule8% per annum). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:.

Rent. (a) Paragraph 3(b) The Rent for the Term payable by the Tenant shall consist of the Current Lease is hereby deleted monthly basic rent (the “Monthly Basic Rent”) (payable in advance on the 1st day of each and amended every calendar month exclusive of Service Charges, Government Rent, Government Rates and restated to provide as follows:other outgoings) and the monthly additional rent (the “Monthly Additional Rent”). (b) For each The Monthly Additional Rent for the Premises of the lease years beginning April 1, 2011 and April 1, 2012 Term shall be a sum equal to the difference BETWEEN the percentage specified below (the “Carryover PeriodSpecified Percentage”)) of the Gross Receipts (defined herein below) of the Tenant’s business at the Premises in that calendar month and the Monthly Basic Rent payable in the manner as set out herein below provided that if the Specified Percentage of the Gross Receipts of any calendar month does not exceed the Monthly Basic Rent in that calendar month, respectively, Minimum Annual no Monthly Additional Rent is payable for that calendar month but any deficit shall accrue in an amount equal not be carried over to the Base succeeding month. Particulars of the Monthly Basic Rent and the Specified Percentage are as follows :- Year Monthly Basic Rent Specified Percentage Years [ ] to [ ] HK$[ ] [ ]% (c) A provisional Monthly Additional Rent in respect of any calendar month shall be paid in arrears by the Tenant in respect of the Gross Receipts of the Tenant’s business during the relevant calendar month by the 15th day of the immediately following calendar month and the following provisions shall apply for the purpose of determining the Monthly Additional Rent :- (i) The Tenant shall throughout the Term keep or cause to be kept complete and accurate and true record of Gross Receipts in each month; (ii) The provisional Monthly Additional Rent for Adjustment Purposes, increased by one half a calendar month shall be the CPI Adjustment, but sum equivalent to the difference between the Specified Percentage (set out in no event shall sub-clause (b) above) of the Minimum Annual Gross Receipts of the Tenant’s business at the Premises during the relevant calendar month less the Monthly Basic Rent for either such year that calendar month; (iii) The payment of provisional Monthly Additional Rent in accordance with the provisions above shall be accompanied by: (1) a statement (or any additional information that the Landlord may from time to time require) as to the actual amount of Gross Receipts of the Tenant’s business during the month in respect of which it is payable (“Statement”); and (2) extract of daily records of Gross Receipts during the month in respect of which it is payable kept in accordance with sub-clause (c)(i) above; Provided that such Statement and extract of daily records, if and whenever required by the Landlord to be certified, shall be so certified by the Tenant’s external auditors or external accountants nominated or approved by the Landlord at the Tenant’s costs and expenses (“the Approved Auditors/External Accountants”); Where no provisional Monthly Additional Rent is payable, the Tenant is still obliged to submit to the Landlord the Statement as to the actual amount of Gross Receipts and extracts of daily records of Gross Receipts of the Tenant’s business by the 15th day of the immediately following calendar month. (1) Within one hundred and eighty (180) days of the expiration of each calendar year of the Term the Tenant shall at its own costs and expenses supply the Landlord with a Statement as to the actual amount of the Gross Receipts of the Tenant’s business for the said period which Statement shall be certified by the Approved Auditors/External Accountants. (2) Within one hundred and eighty (180) days of the expiration or sooner determination of the Term, the Tenant shall at its own costs and expenses supply the Landlord with a Statement as to the actual amount of the Gross Receipts of the Tenant’s business for the Term which Statement shall be certified by the Approved Auditors/External Accountants. The aforesaid Statement(s) so certified by the Approved Auditors/External Accountants shall hereinafter be referred to as the “Certified Statement”. (v) If the actual total sum paid as provisional Monthly Additional Rent for the Term shall exceed the actual Monthly Additional Rent payable for the Term calculated based on the Certified Statement, the Landlord shall refund to the Tenant such sum paid by the Tenant in excess of the Monthly Additional Rent and such refund shall be made within thirty (30) Working Days of the Landlord’s receipt of the Certified Statement, and if the actual total sum paid as provisional Monthly Additional Rent for the Term shall be less than the Minimum Annual actual Monthly Additional Rent in effect payable for the preceding year, nor (2) greater than $1,384,000.00 per year. For relevant calendar year calculated based on the purposes of this Section 3(b)Certified Statement, the Base Rent for Adjustment Purposes for Tenant shall pay to the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year Landlord such sum which has fallen short of the Carryover Period, Monthly Additional Rent payable within 14 days of the Landlord’s notice to the Tenant on such shortfall. (vi) The Landlord may at all times at its own expense itself appoint auditors and the Tenant shall be permitted at all times upon prior appointment make its books and records available to pay on account any such auditors. If such audit shall show that the Tenant’s Statement of Minimum Annual Rent Gross Receipts and extract of daily records under sub-clause (c)(iii) are at variance with the sums as provided actual Gross Receipts of the Tenant’s business to the extent of one percent (1%) or more resulting in a deficiency in the schedule below Monthly Additional Rent, the Tenant shall pay to the Landlord within ten (without any CPI Adjustment to such amounts in 10) days after demand the schedule), and defer payment reasonable costs of the difference between Minimum Annual Rent calculated said audit at current market price in accordance with this paragraph and Minimum Annual Rent as set forth in addition to the schedule deficiency. (hereinafter “Deferred Rent Amount”vii) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b)calculating the Monthly Additional Rent “Gross Receipts” shall mean the aggregate of all sums of money or other consideration received or receivable in each month for all goods, foods, beverages, drinks sold, leased, hired or otherwise disposed of and for all services sold or performed and from all trades and businesses of any nature whatsoever conducted at in from or upon the following terms Premises by the Tenant without deduction whatsoever and without prejudice to the generality of the above shall have the meanings defined belowinclude but not limited to :-

Rent. As rent for this Sublease, Sublessee shall pay to Sublessor on the following schedule (a) Paragraph 3(b) of the Current Lease is hereby deleted and amended and restated to provide as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover PeriodRent”), respectivelytogether with its proportionate share of all other sums, Minimum Annual including without limitation utility costs, insurance costs, operating costs, and taxes paid by Sublessor in its capacity as Tenant under the Base Lease (“Additional Rent”). Year 1: $13,000 NNN per month Year 2: $14,000 NNN per month Year 3: $15,500 NNN per month Year 4: $17,000 NNN per month Year 5: $18,000 NNN per month Such rent shall be payable on the first day of each month based upon a reasonable estimate provided to Sublessee by Sublessor of the other sums payable by Sublessor for that month under the Base Lease. Within 15 days after the actual amount of other sums due under the Base Lease is known by Sublessor, Sublessor shall notify Sublessee thereof and of Sublessee’s portion thereof. If Sublessee has overpaid rent for the period in question, such overpayment shall be credited against the next installments of rent due or returned by Sublessor to Sublessee, or if Sublessee has underpaid rent, then Sublessee shall pay the amount of such underpayment to Sublessor within twenty days after the receipt of such notice. Payment of Rent and Additional Rent shall accrue be made to Sublessor at its address written below or at such other place Sublessor may designate in an amount equal writing, without any offset or deduction whatsoever. In addition if the Base Lease requires Tenant to make payments of real estate taxes and/or utilities which are applicable to the Base Rent for Adjustment PurposesPremises directly to the taxing authorities and/or utility companies, increased by one half as the CPI Adjustmentcase may be, but Sublessee shall make such payments in no event shall the Minimum Annual Rent for either a timely manner and promptly supply Sublessor with evidence thereof, and such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted deemed to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid additional rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:hereunder.

Rent. (a) Paragraph 3(bRent and other payments payable by tenants, licensees, concessionaires, and other persons using or occupying the Real Property or any part thereof under a Space Lease or otherwise, if any, for or in connection with such use or occupancy, including, without limitation, fixed monthly rentals, additional rentals, percentage rentals, escalation rentals, retroactive rentals, operating cost pass-throughs, common area maintenance charges, HVAC charges, payments of taxes and insurance expenses, promotional/marketing charges, construction receivables and other sums and charges payable by the tenants under the Space Leases (collectively, “Rent”) shall be prorated as of the Current Lease is hereby deleted Closing Date such that Seller will be entitled to Rent attributable to periods prior to the Closing Date and amended Purchaser will be entitled to Rent attributable to periods from and restated to provide after the Closing Date, all as followsmore particularly set forth below: (b) For each All Rent, other than Percentage Rent, owed under any Space Lease collected during the calendar month for the month in which the Closing occurs, but prior to the Closing Date, shall be applied in the following order of priority (after deduction of actual out-of-pocket costs of collection paid by Seller to third parties): (i) first, to Rent due from such tenant for the month in which the Closing occurs prorated between Seller and Purchaser as of the lease years beginning April 1Closing Date, 2011 and April 1(ii) second, 2012 to the extent the applicable tenant shall be in arrears for any Rent due for periods of time prior to the calendar month during which the Closing occurs (the “Carryover PeriodRent Arrears”), respectivelythen Rent collected from such tenant during the calendar month in which the Closing occurs shall be applied to Rent Arrears due from such tenant for the months preceding the month during which the Closing occurs. (c) All Rent, Minimum Annual other than Percentage Rent, owed under any Space Lease collected after the Closing Date shall be applied in the following order of priority (after deduction of actual out-of-pocket costs of collection paid by Purchaser to third parties): (i) first, to Rent shall accrue then due from the applicable tenant to Purchaser; (ii) second, to Rent due from the applicable tenant for the calendar month in an amount equal which the Closing occurs, prorated between Seller and Purchaser as of the Closing Date; and (iii) third, thereafter to the Base balance of Rent for Adjustment PurposesArrears due then to Seller from such tenant. Any sums owed to Seller or Purchaser, increased as the case may be, pursuant to the foregoing shall be paid to the party entitled hereunder to receive such sum within fifteen (15) days following receipt thereof by the other party. Purchaser shall deliver to Seller by the twentieth (20th) day of the first full calendar month after the Closing and every month thereafter through the twelfth (12th) month following the Closing, a statement of the collection status of each Rent Arrear until the collection of all Rent Arrears. For one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than year following the Minimum Annual Rent in effect for the preceding yearClosing, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms Seller shall have the meanings right, upon reasonable notice, but no more often than once in such twelve (12) month period, to audit Purchaser’s books and records to verify the amount of Rent Arrears which has actually been collected by Purchaser. Purchaser shall pursue all Rent Arrears in the ordinary course of business and shall have the right to negotiate settlements with tenants who have Rent Arrears as it may determine in good faith; provided that, at its sole cost and expense (A) Seller shall have the unrestricted right to pursue collection from any tenant not in possession of its space as of the Closing Date in Seller’s sole discretion including, without limitation, initiating and prosecuting a lawsuit against the applicable tenant and (B) in the event that after Closing Purchaser evicts or otherwise terminates the possession of any tenant with Rent Arrears, Seller shall have the unrestricted right to pursue collection from such tenant in Seller’s sole discretion including, without limitation, initiating and prosecuting a lawsuit against the applicable tenant. (d) Percentage rent or overage rent (referred to herein as “Percentage Rent”) under each Lease shall be prorated between Purchaser and Seller for the Lease Year (as defined below:) in which the Closing occurs in proportion to the relative periods of ownership of Seller and Purchaser during such Lease Year, with an adjustment to be made post-Closing upon completion of each applicable Lease Year to account for any Percentage Rent paid after Closing Date occurs. As used herein, the term “Lease Year” means the twelve (12) month period (or, as to tenants for which the Closing occurs during a partial Lease Year, such applicable shorter period) as to which annual Percentage Rent is owed under each Lease.

Rent. (a) Paragraph 3(b) Lessee shall pay rent during the term of this Lease comprising a monthly reservation fee (the Current Lease is hereby deleted and amended and restated to provide "Monthly Reservation Fee"), plus a base rent amount ("Base Rent"), as follows: (i) the Monthly Reservation Fee shall be (A) *** per month during the first year of the term hereof; and (B) *** per month during the second and third years of the term hereof; and (ii) the Base Rent shall be (A) *** per month during the first year of the term hereof; (B) *** per month during the second year of the term hereof; and (C) *** per month during the third year of the term hereof. The Base Rent, the Monthly Reservation Fee, the Acquired Site Rent, the Excess Site Rent (defined below), and the Discovered Site Rent (defined below), are collectively referred to as "Rent" as adjusted. Rent shall be paid in advance on a monthly basis, commencing on the first full day of the full calendar month first occurring after the Effective Date and continuing on the first day of each month thereafter during the term hereof. The Base Rent, Monthly Reservation Fee and Acquired Site Rent shall be owed by Lessee to Lessor without regard to whether the actual number of Sites leased or occupied by Lessee, or whether Lessee has met the Site Commitment, and without offset or reduction in any manner, except as expressly provided herein regarding undisputed Removed Sites and regarding undisputed Relocation Allowance amounts. The Monthly Reservation Fee shall be paid by Lessee to Lessor for Lessor's agreement to allow Lessee to add Additional Sites, in accordance with the terms described elsewhere herein. All of the fees and costs associated therewith shall be deemed included in the Monthly Reservation Fee. (b) If Lessee occupies a number of Sites in excess of the applicable Site Commitment, Lessee will be obligated to pay Lessor rent for all such excess Sites (the "Excess Site Rent") on the same date as all other Rent is paid and in addition thereto, an amount equal to the following rate per excess Site (the "Arch Rate"). (A) For each One-Way Site: *** per month (provided the *** per month rate shall be increased to *** effective July 1, 2003 and to *** effective July 1, 2004), except if a Net Excess Watt Unit is used at a One-Way Site the rate shall be *** per month for Site (provided the *** per month rate shall be increased to *** effective July 1, 2003 and to *** effective July 1, 2004). (B) For each Two-Way Site: *** per month (provided the *** per month rate shall be increased to *** effective July 1, 2003 and to *** effective July 1, 2004). (c) If a Site becomes a Removed Site and the Removed Site Conditions are satisfied regarding such Removed Site, then subject to and in accordance with the terms of this Section 3(c), the applicable portion of the lease years beginning April 1Rent otherwise owed for such Site shall not be owed, 2011 and April 1, 2012 commencing effective on the date on which such Site became a Removed Site hereunder. If a Site becomes a Removed Site as provided herein under the circumstances described in: (the “Carryover Period”i) Section 1(d), respectively, Minimum Annual then the applicable portion of the Rent for such Removed Site shall accrue be reduced in an amount equal to the Base greater of the Arch Rate, or if as a result of such removal and lack of a Replacement Site Lessee relocates to a Functionally Equivalent non-Lessor site, the average of the Arch Rate and the rate paid by Lessee for such non-Lessor site; (ii) in Sections 5(d)(ii), 10(a) and 10(b), 11 or 21(a), if the Site Commitment is (A) met at the time, the Excess Site Rent for Adjustment Purposessuch Removed Site shall not be owed, increased or (B) not met at the time, the applicable portion of the Rent for such Removed Site shall be reduced by one half the CPI AdjustmentPro Rata Amount (defined in Section 24). (d) From and after the date that is three (3) months after the Effective Date, if either party learns of or discovers that Lessee has equipment at a space on a Site hereunder or on a site elsewhere in Lessor's network, and such space or site is not then described in and subject to a Site Schedule as a Site under this Lease but was occupied by Lessee before the Effective Date (a "Discovered Site"), Lessor or Lessee, as the case may be, will provide prompt notice in writing to the other party of such Discovered Site, together with a description of the equipment thereon. If at such time Lessee has met the minimum Site Commitment, Lessee shall be required to pay rent for such Discovered Site to Lessor ("Discovered Site Rent") for the period beginning retroactively to the Effective Date until Lessee removes its equipment from the Discovered Site, at a monthly rate equal to (1) 75% of the Arch Rate if Lessee first notifies Lessor of the Discovered Site, or (2) 125% of the Arch Rate if Lessor first notifies Lessee of the Discovered Site. Within thirty (30) days following the date a party provides written notice hereunder of a Discovered Site, Lessee, at its option, must either remove the subject equipment and restore such Discovered Site to its original condition, normal wear, tear and Casualty excepted, or enter into a Site Schedule for such Discovered Site. If a Site Schedule is entered into for a Discovered Site, such site shall constitute a Site hereunder and shall be included in the calculation of the applicable Site Commitment. (e) Lessee shall pay all amounts that are due and owing to Lessor hereunder by wire transfer or ACH credit to Lessor's account as identified by Lessor, or at Lessee's option, by Lessor ACH debit of Lessee's account as identified by Lessee, no later than the first business day of each calendar month with respect to which it is payable. If payment (including any applicable late fee) is not received when due, Lessor has the option to charge a late fee equal to 5/6% per month of the amount due, but no such late fee will apply to reasonably disputed charges. (f) Lessee shall pay all sales or use taxes, fees, and assessments applicable to Rent or as a direct result of Lessee's equipment being located on or Lessee's use of the Leased Premises, but in no event shall the Minimum Annual Rent Lessee be responsible for either such year be any local, state or federal capital levy, franchise tax, or revenue tax on profits of Lessor. (1g) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as As part of the unpaid rent due and payable to Landlord. After consideration hereunder, throughout the Carryover Period, during each remaining year term of the this Lease, Tenant Lessee shall be permitted provide at no charge to pay on account of Minimum Annual Rent the sums as provided Lessor, ten (10) two-way paging devices and related paging services in the schedule below 50,000 character/month per device (without any CPI Adjustment to such amounts in the schedulewith $.0006 character/month charge for excess usage). For the purpose The use of this Section 3(b), the following such devices will be subject to Lessee's standard terms shall have the meanings defined below:and conditions.

Rent. (a) Paragraph 3(bCommencing on the date that is one hundred twenty (120) days after the Sublease Commencement Date (“ Rent Commencement Date ”), Subtenant shall, without deduction, demand, notice from Sublandlord, or right of offset, pay to Sublandlord for each month during the Sublease Term as annual basic rent (“ Basic Rent ”) in the amount set forth in the following table: Rent Commencement Date through first day of calendar month following calendar month in which anniversary of Rent Commencement Date occurs (such period, “First Lease Year”) $ 13,306.88 12- month period following expiration of First Lease Year (“Second Lease Year”) $ 13,706.08 the period following Second Lease Year through Sublease Expiration Date $ 14,117.26 All payments of Basic Rent shall be made in lawful money of the Current Lease United States, in advance on the first (1 st ) day of each calendar month during the Sublease Term, the first payment of Basic Rent to be made as of the date this Sublease is hereby deleted executed and amended and restated to provide as follows:applied against the first Basic Rent due hereunder. Payments in respect of a period less than a full calendar month shall be prorated based on the actual number of days in such month during the Sublease Term. (b) For each Commencing on November 1, 2010 and continuing through the Sublease Term, in addition to payment of the lease years beginning April 1Basic Rent, 2011 and April 1Subtenant shall pay to Sublandlord, 2012 as to each calendar year or portion thereof during the Sublease Term, as additional rent (the “Carryover Period“ Passthrough Rent ”), respectivelywithout deduction, Minimum Annual Rent demand, notice from Sublandlord, or right of offset, (i) Subtenant’s Percentage Share (as hereafter defined) of the amount by which Operating Expenses (as defined in the Lease) for such calendar year exceed Operating Expenses in calendar year 2010 (“ Subtenant’s Expense Payment ”) and (ii) Subtenant’s Percentage Share of the amount by which Tax Expenses (as defined in the Lease) for such calendar year exceed the Tax Expenses in calendar year 2010 (“ Subtenant’s Tax Payment ”). As used herein, “ Subtenant’s Percentage Share ” shall accrue in an amount equal mean Four and 85/100 percent (4.85%) (7,097 divided by 146,189). At Subtenant’s request, Sublandlord shall deliver to Subtenant any statements, invoices, or other materials delivered to Sublandlord by or at the direction of Landlord with respect to the Base Rent for Adjustment PurposesPassthrough Rent. Subtenant shall have no right to dispute the Operating Expenses and Tax Expenses once the same is agreed upon by or adjudicated, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 pursuant to any dispute mechanism is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until Lease or applicable at law, by Sublandlord and Landlord. The obligations to make payments hereunder, which obligations arise during and relate to the period prior to termination or expiration of this Sublease, shall survive the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose termination or expiration of this Section 3(b), the following terms shall have the meanings defined below:Sublease.

Rent. On the date that Tenant executes this Lease, Tenant shall deliver to Landlord the original executed Lease, the Base Rent (awhich shall be applied against the Rent payable for the first month Tenant is required to pay Base Rent), and all insurance certificates or, alternatively, the letter required pursuant to Section 12.5 hereof, evidencing the insurance required to be obtained by Tenant under Section 12 of this Lease and under the provisions of Exhibit B hereto. Tenant agrees to pay Landlord, without prior notice or demand, or abatement (except as otherwise set forth in Sections 27 and 41 hereof), offset, deduction or claim, the Base Rent described on Page 1, payable in advance at Landlord's address shown on Page 1 on the Commencement Date and thereafter on the first (1st) Paragraph 3(b) day of each month throughout the Term of the Current Lease is hereby deleted and amended and restated to provide as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal Lease. In addition to the Base Rent for Adjustment Purposesset forth on Page 1, increased by one half Tenant shall pay Landlord in advance, on the CPI Adjustment, but in no event shall Commencement Date and thereafter on the Minimum Annual Rent for either such year be first (11st) less than day of each month throughout the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes Term of this Section 3(b)Lease, as Additional Rent, Tenant's Share of Operating Expenses, Tax Expenses, Common Area Utility Costs, and Utility Expenses. The term "Rent" whenever used herein refers to the aggregate of all these amounts. If Landlord permits Tenant to occupy the Premises to conduct business operations therein without requiring Tenant to pay rental payments for a period of time, the waiver of the requirement to pay rental payments shall only apply to waiver of the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, and Tenant shall be permitted to pay on account otherwise perform all other obligations of Minimum Annual Tenant required hereunder. The Rent for any fractional part of a calendar month at the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term commencement or termination of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount term shall be excuseda prorated amount of the Rent for a full calendar month based upon a thirty (30) day month. The parties agree that upon the occurrence of an Event of Default, the Deferred prorated Rent Amount shall be included as part paid on the Commencement Date and the first day of the unpaid rent due and payable to Landlord. After calendar month in which the Carryover Perioddate of termination occurs, during each remaining year of as the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:case may be.

Rent. (a) Paragraph 3(b) A. LESSEE agrees to pay as rent for the aforesaid premises and residence privileges the sum of $10,299.00. Said sum shall be paid by LESSEE to ▇▇▇▇▇▇▇▇ University, as LESSOR’S designated collection/billing agent for housing rent and late fees, in accordance with ▇▇▇▇▇▇▇▇ University’s published invoicing and payment schedule. There will be a $30.00 service charge for any check returned by the bank for any reason. LESSEE agrees to pay the amount of the Current Lease is hereby deleted returned check plus service charge within 3 days. Upon LESSEE’S breach of any term hereunder, payments due hereunder are accelerated and amended become immediately due and restated owing directly to provide as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent LESSOR. Service fees shall accrue in an amount equal to the Base Rent be deemed unpaid rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of the five (5) day statutory notice requirement for unpaid rent. Any payments received from LESSEE shall first be applied to service charges and utilities owed from the LESSEE to LESSOR hereunder. LESSEE hereby authorizes ▇▇▇▇▇▇▇▇ University by inserting his or her initials following this Section 3(b)paragraph to apply eligible funds received by LESSEE pursuant to Federal Student Aid (FSA) programs to the rent due under this paragraph. LESSEE may cancel or modify this authorization at any time in writing with notice to LESSOR. [LESSEE’S INITIALS]. By signing this Lease, LESSEE is responsible for his or her financial obligations under this Lease. LESSEE’S failure to meet the Base Rent LESSEE’S financial obligations pursuant to this Lease may result in the LESSEE being administratively dis- enrolled from ▇▇▇▇▇▇▇▇ University pursuant to the University Student Disclosure Statement a copy of which LESSEE acknowledges receipt of and furthermore any delinquent accounts may be turned over to an attorney or collection agency by LESSOR, with additional attorney fees and/or collection costs incurred by the LESSOR to be added to the LESSEE’S account. ▇▇▇▇▇▇▇▇ University is the authorized collection/billing agent for Adjustment Purposes The ▇▇▇▇▇, LLC for rent and late fees only. LESSEE shall pay utilities as provided below, and shall pay the LESSOR (The ▇▇▇▇▇, LLC) the security deposit as provided below. B. THIRD PARTY GUARANTY ▇. ▇▇▇▇▇▇ restricts occupancy to individuals enrolled at ▇▇▇▇▇▇▇▇ University. Any exception to this must be granted in writing by The ▇▇▇▇▇ management. Payment of rent by third parties shall not give third party any constructive or possessory rights to the leased premises. D. Withdrawal or suspension from the University shall not terminate the obligation of LESSEE hereunder and LESSEE shall be liable for the lease year beginning April 1, 2011 aforesaid rents unless said space is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010leased to another resident by LESSOR or unless LESSEE provides a SUB-LESSEE suitable to LESSOR as here below provided. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant No refund shall be permitted to pay on account made of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:pre-paid rent.

Rent. (a) Paragraph 3(bCommencing on the Commencement Date, Subtenant shall pay monthly base full service gross rent (“Monthly Base Rent”) to Sublandlord during the term of this Sublease, without offset, deduction or abatement, which Monthly Base Rent shall be in the amount of Sixty-Five Thousand and No/100 Dollars ($65,000.00). Monthly Base Rent for any partial month at the beginning or the end of the Current Lease is hereby deleted and amended and restated to provide as follows:term of this Sublease shall be prorated on the basis of a 30-day month. (b) For each of the lease years beginning April 1In addition to Monthly Base Rent, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect Subtenant is responsible for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated following: (i) the Parking Charges (as defined in accordance with Section 14, below), (ii) the actual expenses incurred by Sublandlord for any additional services requested by Subtenant that are to be provided by Master Landlord (i.e., if Subtenant requests the use of after-hours HVAC, such after-hours HVAC charges and assessments which are charged by Master Landlord to Sublandlord shall be payable to Sublandlord by Subtenant); (iii) any charges permitted by and pursuant to the Sublease or the Master Lease as a result of actions or omissions of the Subtenant; and (iv) any actual and direct expenses Sublandlord incurs by reason of Subtenant’s non-performance of its obligations under this paragraph Sublease (collectively, “Additional Rent”). All such amounts shall be payable in full by Subtenant as directed by Sublandlord within ten (10) days after submission of a written invoice therefor by Sublandlord to Subtenant, and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until such obligations shall survive the expiration or earlier termination of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time TenantSublease. 4510092v4 / 101022.0001 (c) Notwithstanding Subtenant’s obligation to pay Additional Rent, Sublandlord and Subtenant hereby acknowledge and agree that Subtenant shall not be responsible for separate payment of Operating Expenses under the Deferred Master Lease. (d) Monthly Base Rent, Additional Rent Amount and all other costs and expenses payable hereunder by Subtenant shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred referred to collectively as “rent.” All Monthly Base Rent Amount payments shall be included as part of the unpaid rent paid to Sublandlord on a monthly basis and are due and payable in advance on the first day of each month. All other rent (including Additional Rent) shall be paid to LandlordSublandlord within ten (10) days after Sublandlord’s written demand therefor. After the Carryover Period, during each remaining year Sublandlord may impose a late charge of five percent (5%) of the Leaseamount due or $100, Tenant whichever is greater, for any rent payment not received on the date due. In addition, all amounts not paid by Subtenant when due shall be permitted bear interest at the rate of ten percent (10%) per annum until paid. As a cumulative and non-exclusive remedy, Sublandlord may also treat failure to pay on account the first day of Minimum Annual a month the Monthly Base Rent the sums payment for such month as provided in the schedule below (without a Default by Subtenant, and shall be entitled to any CPI Adjustment to and all remedies for such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:Default.

Rent. Rent, including, without limitation, fixed rent, prepaid rent, and additional rent, if applicable (collectively, “Tenant Charges”), shall be apportioned as of the Closing Date in accordance with the provisions of this Section 7. (A) To the extent that Tenant Charges under a Lease with respect to the month of the Closing have been paid prior to the Closing, the same shall be prorated as of the Closing Date between Buyer and Seller based on the number of days during the month in which the Closing Date occurs and Buyer shall be entitled to a credit at Closing for the portion of such payments attributable to the period beginning on the Closing Date. Seller shall retain the right to receive all payments for unpaid Tenant Charges attributable to the period prior to the Closing Date. (B) All amounts collected by Buyer from Tenants under the Leases after Closing shall be applied (a) Paragraph 3(bfirst, to the Tenant Charges owed by such tenant with respect to the month in which the Closing Date occurs (subject to apportionment pursuant to Section 7(a)(i)(A) of the Current Lease is hereby deleted and amended and restated to provide as follows: above, (b) For each second, to any unpaid Tenant Charges accruing under such Leases for the month after the month in which the Closing Date occurs until all such amounts then due have been paid, (c) third, to arrearages of Tenant Charges with respect to the month prior to the month in which the Closing Date occurs, (b) fourth, to any unpaid Tenant Charges accruing under such Leases for the period after the Closing Date until all such amounts then due have been paid through the current month as of the lease years beginning April 1date such Tenant Charges were paid, 2011 and April 1(c) fifth, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal to any remaining arrearages of Tenant Charges with respect to the Base Rent period prior to the month in which the Closing Date occurs, and (d) sixth, all other Tenant Charges collected shall belong to Buyer. If applicable, any Tenant Charges received directly or indirectly by Seller or Buyer following the Closing Date which are the property of the other party hereto shall be paid to the other party hereto within ten (10) Business Days following receipt thereof. During the twelve (12) month period following Closing, Buyer shall use good faith commercially reasonable efforts (as described below) to recover any Tenant Charges arrearages in respect of the period prior to the Closing Date, provided that Buyer shall not be required to incur any material cost or commence any legal proceeding in connection therewith and Buyer shall not compromise or settle any such arrearages for Adjustment PurposesTenant Charges applicable to the period prior to Closing without Seller’s prior written consent. Seller (upon notification to Buyer) shall be entitled to ▇▇▇ a Tenant, increased by one half before and/or after Closing, for any delinquent rent (or other Tenant Charges) due to Seller (and not previously paid to Seller) under a Lease, so long as such suit does not seek a termination of such Lease or eviction of such Tenant; (ii) Seller does not bring any such action or claim more than twelve (12) months following the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be Closing Date (1) less than the Minimum Annual Rent unless any stay has been in effect for preventing Seller from bringing such action within such twelve (12) month period); and (iii) such suit solely pertains to Tenant Charges that accrued or claim at any time prior to the preceding year, nor Closing Date and which Seller is entitled to hereunder. (2C) greater than $1,384,000.00 per year. For Any Tenant Charges prepaid and applicable to the purposes of this Section 3(b), period following the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant Closing Date shall be permitted credited by Seller to pay the Buyer on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:Closing Date.

Rent. (a) Paragraph 3(b) 5.01 On the Rent Commencement Date as defined in Article 1 hereof, Tenant shall pay to Landlord without notice or demand and without abatement, deduction or set-off, in lawful money of the Current Lease is hereby deleted and amended and restated to provide as follows: (b) For each United States of America, at the office of the lease years beginning April 1Landlord as set forth in Article 1 hereof, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either or at such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b)other place as Landlord may designate, the Base Fixed Rent reserved under this Lease for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover PeriodTerm, payable in equal monthly installments in advance on the first day of each and every calendar month during the Term, and additional rent consisting of all such other sums of money as shall become due from and payable by Tenant to Landlord hereunder (for default in payment of which Landlord shall have the same remedies as for a default in payment of Fixed Rent). 5.02 On the Rent Commencement Date, Tenant shall pay the Fixed Rent and additional rent herein reserved promptly as and when the same shall become due and payable under this Lease and shall be permitted liable to the Landlord for an administrative charge of 4% for rent paid subsequent to the date set in Article 5.01. If the Rent Commencement Date shall occur on a day other than the first day of a calendar month the Fixed Rent and additional rent shall be prorated for the period from the Rent Commencement Date to the last day of the said calendar month and shall be due and payable on the Rent Commencement Date. Notwithstanding the provisions of the next preceding sentence, Tenant shall pay on account toward the first full calendar month installment(s) of Minimum Annual Rent Fixed Rent, on the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment execution of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of DefaultLease, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Prepayment specified in Article 1 hereof. 5.03 Whenever used in this Lease, Tenant the term (insofar as it pertains to this Lease) “fixed rent”, “minimum rent”, “base rent”, or “basic rent”, or any such term using the word “rental”, “rents”, or “rentals” in lieu of “rent”, shall be permitted to pay on account of Minimum Annual Rent the sums as provided mean Fixed Rent; and whenever used in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b)Lease, the following terms term (insofar as it pertains to this Lease) “rent”, “rental”, “Rent” or the plural of any of them, shall have the meanings defined below:mean Fixed Rent and additional rent.

Rent. The monthly portion of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (a1st) Paragraph 3(b) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Current Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease is hereby deleted together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and amended third party service providers, including but not limited to landscapers, HVAC repair, elevator service and restated janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide as follows: Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (b) For each reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the lease years utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning April on October 1, 2011 2006 and April 1on the first calendar day of each calendar month thereafter, 2012 Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Carryover PeriodRent Advance”), respectively, Minimum Annual Rent shall accrue in an amount equal . In the event this Sublease terminates prior to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excusedAdvance. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part Time is of the unpaid rent essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and payable to Landlord. After owing under this Sublease that is late shall bear interest at the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as rate provided in the schedule below (without any CPI Adjustment to Lease from the date said payments are due until the date such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:owing by Subtenant are paid to Sublessor.

Rent. (a) Paragraph 3(b) of the Current Lease is hereby deleted and amended and restated Subtenant shall pay to provide as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue Sublandlord in an amount equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, monthly installments during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of this Sublease on or before the Lease first day of every calendar month during the Term Subtenant's Building Share of any and all costs, expenses, claims, liabilities, losses, actions, causes of action, judgments (as extended such are internally accounted for by this AmendmentSublandlord) actually incurred in the ownership, without use, maintenance and/or operation of the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excusedBuilding ("Rent"). The parties agree that upon the occurrence of an Event of DefaultRent charged to Subtenant shall be consistent with Sublandlord's then current accounting practices, which shall be in conformity with GAAP. The terms "Building Share" shall mean a fraction, the Deferred Rent Amount numerator of which is the number of rentable square feet within the Subleased Premises, and the denominator of which shall be included the total number of rentable square feet within the Building. The parties agree that Subtenant's initial Building Share is equal to 52.70% and Subtenant's Building Share as part determined herein shall be modified, based on any increase or decrease in the number of rentable square feet within the unpaid rent due Subleased Premises as permitted under this Sublease. The parties also agree that, by way of example only and payable to Landlord. After not of limitation, Exhibit "F" attached hereto shows the Carryover Period, during each remaining parties' initial estimate of Rent for the first year of the LeaseTerm but such Exhibit shall not limit or define Rent, Tenant but is merely an illustration as to the calculation of Rent. If Sublandlord obtains a Replacement, Subtenant shall continue its occupancy of the Subleased Premises (pursuant to Section 2.3) for the period, which ends five (5) years after the Effective Date, and Subtenant shall be responsible for paying the newly calculated Rent, which shall include an additional amount equal to Subtenant's Building Share of the costs incurred in connection with the renegotiation, including, without limitation, interest on Sublandlord's equity investment in the Building, interest on any debt encumbering the campus, attorneys' fees, and any and all other costs and expenses incurred by Sublandlord in connection with such Replacement. Upon completion by Sublandlord of "Sublandlord's Work" described in Exhibit "E" hereto, Sublandlord shall determine the amount of depreciation permitted to be taken thereon monthly during the Term, which amount shall be added to the Rent payable hereunder. Sublandlord shall provide notice of such monthly increase in Rent, and thereafter Subtenant shall pay on account of Minimum Annual Rent the sums as provided in the schedule below amount set forth in Sublandlord's notice. In the event such notice is delivered after the Effective Date, Subtenant shall pay to Sublandlord, within thirty (without 30) days after receipt of such notice, such additional Rent due for any CPI Adjustment month prior to and including the month in which such amounts in the schedule)notice is given. For the purpose of In all cases, Subtenant's obligations under this Section 3(b), 5.1 shall not include any "accelerated" payments related to the following terms shall have the meanings defined below:amortized costs described herein.

Rent. (a) Paragraph 3(b) A. LESSEE agrees to pay as rent for the aforesaid premises and residence privileges the sum of $8690.00. Said sum shall be paid by LESSEE to ▇▇▇▇▇▇▇▇ University, as LESSOR’S designated collection/billing agent for housing rent and late fees, in accordance with ▇▇▇▇▇▇▇▇ University’s published invoicing and payment schedule. There will be a $30.00 service charge for any check returned by the bank for any reason. LESSEE agrees to pay the amount of the Current Lease is hereby deleted returned check plus service charge within 3 days. Upon LESSEE’S breach of any term hereunder, payments due hereunder are accelerated and amended become immediately due and restated owing directly to provide as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent LESSOR. Service fees shall accrue in an amount equal to the Base Rent be deemed unpaid rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of the five (5) day statutory notice requirement for unpaid rent. Any payments received from LESSEE shall first be applied to service charges and utilities owed from the LESSEE to LESSOR hereunder. LESSEE hereby authorizes ▇▇▇▇▇▇▇▇ University by inserting his or her initials following this Section 3(b)paragraph to apply eligible funds received by LESSEE pursuant to Federal Student Aid (FSA) programs to the rent due under this paragraph. LESSEE may cancel or modify this authorization at any time in writing with notice to LESSOR. By signing this Lease, LESSEE is responsible for his or her financial obligations under this Lease. LESSEE’S failure to meet the Base Rent LESSEE’S financial obligations pursuant to this Lease may result in the LESSEE being administratively dis-enrolled from ▇▇▇▇▇▇▇▇ University pursuant to the University Student Disclosure Statement a copy of which LESSEE acknowledges receipt of and furthermore any delinquent accounts may be turned over to an attorney or collection agency by LESSOR, with additional attorney fees and/or collection costs incurred by the LESSOR to be added to the LESSEE’S account. ▇▇▇▇▇▇▇▇ University is the authorized collection/billing agent for Adjustment Purposes The ▇▇▇▇▇, LLC for rent and late fees only. LESSEE shall pay utilities as provided below, and shall pay the LESSOR (The ▇▇▇▇▇, LLC) the security deposit as provided below. B. THIRD PARTY GUARANTY ▇. ▇▇▇▇▇▇ restricts occupancy to individuals enrolled at ▇▇▇▇▇▇▇▇ University. Any exception to this must be granted in writing by The ▇▇▇▇▇ management. Payment of rent by third parties shall not give third party any constructive or possessory rights to the leased premises. D. Withdrawal or suspension from the University shall not terminate the obligation of LESSEE hereunder and LESSEE shall be liable for the lease year beginning April 1, 2011 aforesaid rents unless said space is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010leased to another resident by LESSOR or unless LESSEE provides a SUB-LESSEE suitable to LESSOR as here below provided. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant No refund shall be permitted to pay on account made of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:pre-paid rent.

Rent. (a) Paragraph 3(b) Subtenant shall pay to Sublandlord, throughout the Sublease Term, 57.33% of the Current Lease "Fixed Rent" per annum provided to be paid with respect to the Additional Space pursuant to the Amendment (the "Base Rent"). The Base Rent shall be payable by Subtenant to Sublandlord, in advance, in equal consecutive monthly installments which are due and payable on or before the date that is hereby deleted and amended and restated to provide as follows:five (5) business days preceding the first day of each calendar month during the Sublease Term. (b) For each Subtenant shall also pay to Sublandlord, throughout the Sublease Term as additional rent ("Additional Rent"), all additional rent and other charges due under the Lease which is attributable to the Subleased Premises. The additional rent and other charges which is attributable to the Subleased Premises shall be (i) 57.33% of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule Amendment, and (hereinafter “Deferred Rent Amount”ii) until to the expiration extent not set forth in the Amendment shall be determined by dividing the total payments payable by Sublandlord under the Lease by the rentable square feet of the Term Premises and multiplying the quotient by the number of rentable square feet in the Subleased Premises. Subtenant shall be responsible for both any estimated payments of Additional Rent and any reconciliation payments of Additional Rent which are payable by Sublandlord pursuant to the Lease. Appropriate prorations shall be made with respect to any partial calendar years included in the Sublease Term. Sublandlord shall notify Subtenant of any such estimated amounts and any reconciliation amounts promptly upon Sublandlord's receipt of notice from Landlord of the Lease amounts due with respect to the entire Premises. Subtenant shall make all Additional Rent payments to Sublandlord upon demand. (c) Subtenant shall be solely responsible for any costs or charges attributable to the Subleased Premises during the Sublease Term for items such as extended by this Amendmentdamage repair, without extra or after-hours HVAC service, extra janitorial services, excess electrical consumption, light bulb replacement and the occurrence like. Subtenant shall also pay any and all tax due with respect to Rent (as such term is hereinafter defined) pursuant to the laws of New York and/or any political subdivision thereof; provided, however, that Subtenant shall not be responsible for the payment of any tax levied on Sublandlord that is in the nature of an Event of Default income tax. (d) The Base Rent, Additional Rent and all charges due by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below Subtenant under subparagraph (without any CPI Adjustment to such amounts in the schedule). For the purpose c) of this Section 3(b), the following terms shall have the meanings defined below:Article "3" are collectively referred to in this Sublease as "Rent".

Rent. Basic rents and payments or reimbursements for taxes, utilities and operating expenses and all other charges or reimbursables as and when collected under the Leases including without limitation charges for any special services provided to any Tenant, overtime HVAC or special cleaning (acollectively, the "Rents") Paragraph 3(b) of shall be prorated; provided, however, that all Rents collected after the Current Closing under the Leases shall be applied, on a Lease is hereby deleted and amended and restated by Lease basis, first, to provide as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal satisfy obligations attributable to the Base Rent for Adjustment Purposespayment period in which Closing occurs, increased by one half the CPI Adjustmentsecond, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent all current Rents due and payable for the period after the Closing, third, after Rents for all current periods have been satisfied in full in payment of Rents in arrears for the periods prior to Landlordthe payment period in which the Closing occurs. At Closing, Seller shall assign to Purchaser all of its claims or causes of action against existing Tenants, if any. If at the time of Closing (as reflected in a Schedule to be delivered by Seller at Closing of all amounts known to Seller as due and payable by any Tenant for the period prior to Closing but uncollected as of Closing, whether or not past due) or thereafter there are Rents owed by Tenants to Seller, then Purchaser will make commercially reasonable efforts, without suit, to collect the same for the account of Seller and any such Rents, if received, shall have been received by Purchaser for the account of Seller and will be remitted by Purchaser to Seller within 15 days of receipt. Seller expressly agrees that if Seller receives any Rents directly from Tenants after the Closing Date, Seller shall remit same to Purchaser within 15 days after receipt thereof and Purchaser shall deliver to Seller the amount thereof, if any, to which Seller is entitled pursuant to the terms hereof within 15 days after receipt thereof. All prepaid Rents and charges for the period following the Closing shall be paid over (or credited) by Seller to Purchaser at Closing. After the Carryover PeriodClosing, during each remaining year of Seller shall not be entitled to collect or attempt to collect Rents from Tenants due and owing to Seller, except those whose Lease or right to possession under the Lease, Lease has been terminated and in connection with which the Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall has either vacated its premises or summary proceedings have the meanings defined below:been instituted.

Rent. (a) Paragraph 3(b) ▇▇▇▇▇▇ agrees to pay the Landlord the Annual Rent by paying the Monthly Installment of Rent on or before the first day of each full calendar month during the Term, except that the first month's rent shall be paid upon the execution hereof. Rent for any period during the Term which is less than one full month shall be a prorated portion of the Current Monthly Installment of Rent based upon a 30 day month. Said rent shall be paid to Landlord, without deduction or offset unless expressly permitted by this Lease and without notice or demand at the Landlord's address, as set forth on the Reference Page, or to such other person or at such other place as Landlord may from time to time designate in writing. Tenant recognizes that late payment of any rent or other sum due hereunder will result in administrative expense to Landlord, the extent of which additional expense is hereby deleted extremely difficult and amended and restated economically impractical to provide as follows: (b) For each ascertain. Subject to the terms of the lease years beginning April 1Addendum, 2011 ▇▇▇▇▇▇ therefore agrees that if rent or any other sum is due and April 1payable pursuant to this Lease; and when such amount remaines due and unpaid ten days after said amount is due, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent such amount shall accrue be increased by a late charge in an amount equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year500.00. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year The amount of the Carryover Period, late charge to be paid by Tenant shall be permitted reassessed and added to pay on account ▇▇▇▇▇▇'s obligation for each successive monthly period until paid. The provisions of Minimum Annual Rent the sums as provided this Article in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment no way relieve Tenant of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay rent or other payments on or before the Deferred Rent Amount date on which they are due, nor do the terms of this Article in any way affect ▇▇▇▇▇▇▇▇'s remedies pursuant to Article 21 of this Lease in the event said rent or other payment is unpaid after the date due. No security or guarantee which may now or hereafter be furnished to Landlord for the payment of rent or the performance of Tenant's other obligations under this Lease shall be excused. The parties agree that upon in any way constitute a bar to the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part recovery of the unpaid rent due and payable Premises or defense to Landlord. After the Carryover Period, during each remaining year any action in unlawful detainer or to any other action which Landlord may bring for a breach of any of the Leaseterms, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose covenants or conditions of this Section 3(b), the following terms shall have the meanings defined below:Lease.

Rent. Until the Commencement Date occurs, Owner shall be entitled to all Rent from Existing Subtenants (defined below), and Tenant shall have no right to utilize the Towers, or to locate equipment or rent space, or to allow other entities to locate equipment or rent space, on the Towers or to collect any rent in connection therewith. Upon the Commencement Date, Tenant shall pay to Owner monthly rent (“Rent”) based on the amount of rent being paid to Tenant by its subtenants, sublessees and licensees (each a “Subtenant”, which term “Subtenant” includes both “Existing Subtenants” and new “Subtenants”). Calculation of Rent shall be based on the following: (a) Paragraph 3(bFor the Existing Subtenants, as defined below, Tenant shall pay to Owner Eighty-Five percent (85%) of all rent received from the Current Lease is hereby deleted and amended and restated Existing Subtenants, not including any reimbursements by Subtenants to provide Tenant for payments for capital improvements to the Towers or other reimbursements to Tenant by Subtenants for Subtenant’ related expenses, such as follows:the performance of a structural engineering analysis by ▇▇▇▇▇▇ for changes to the Subtenant’s equipment. (b) For each any new Subtenants, other than Dish Wireless or its Dish Affiliates, Tenant shall remit to Owner Sixty Percent (60%) of the lease years beginning April 1rent paid by the Subtenants to Tenant, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal not including any reimbursements by Subtenants to Tenant for payments for capital improvements to the Base Rent Towers or other reimbursements to Tenant by Subtenants for Adjustment PurposesSubtenant related expenses, increased such as the performance of a structural engineering analysis by one half Tenant for changes to the CPI AdjustmentSubtenant’s equipment. The term “Dish Affiliates” shall mean: any company in control of, but in no event shall controlled by, or under common control with Dish Wireless LLC as of the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per yearEffective Date hereof. For the purposes of this Section 3(b)paragraph, the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year “control” shall require ownership of greater than fifty percent (50%) of the Carryover Periodvoting stock, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule)membership interest, and defer payment or other ownership interest, of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent controlled or controlling company, as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:applicable;

Rent. Sublessee shall pay to Sublessor rent (a"Fixed Rent") in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first day of each month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 3(b4.2(g) of the Current Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is hereby deleted and amended and restated not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide as follows: (b) For each Lessor with timely payment of the lease years beginning April 1Rent. All Rent payments, 2011 Operating Expenses and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant Additional Charges shall be permitted made payable to pay on account of Minimum Annual Rent Sublessor at the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as address set forth in the schedule (hereinafter “Deferred Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent Amount”) until the expiration and Additional Charges shall be paid to Sublessor in lawful money of the Term United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation amount stipulated to pay the Deferred Rent Amount be paid hereunder shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay deemed other than on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:account

Rent. Sublessee shall pay to Sublessor as Rent, without deduction, setoff, notice or demand, at The Scripps Research Institute, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Road, La Jolla, CA 92037, or at such other place as Sublessor shall designate from time to time by written notice to Sublessee, paid on the first day of each month of the Term, Sublessor’s current actual rental rate per the Master Lease, estimated to be the amount of $4.31 per rentable square feet (a“RSF”) Paragraph 3(btimes the 5,620 rentable square feet of the Premises, as of the Commencement Date of the Sublease, which rental rate shall increase by Sublessor’s actual increased rental rate per the Master Lease as of the first day of November of each year during the Term. Sublessee shall pay to Sublessor upon execution of this Sublease, and Sublessee’s receipt of a letter from Lessor consenting to this executed Sublease, $24,222.20 as Rent for the first month of the Term. If the Term begins on a day other than the first day of a month, the Rent for the partial months shall be prorated on a per diem basis based on the actual number of days in the month in which the Sublease commences. Additional provisions: · Sublessee shall also deposit with Sublessor $24,222.20 as a security deposit (“Security Deposit”), in the form of cash or check, at the sole discretion of Sublessee, upon execution of this Sublease and Sublessee’s receipt of a letter from the Lessor consenting to this executed Sublease. The Security Deposit shall be held by Sublessor as security for the performance of Sublessee’s obligations under this Sublease. The Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Sublessor is entitled under the provisions of this Sublease) shall be returned to Sublessee within sixty (60) days after the expiration or earlier termination of this Sublease. If Sublessor transfers its interest in this Sublease, Sublessor shall either (1) transfer any Security Deposit then held by Sublessor to a person or entity assuming Sublessor’s obligations or (2) return to Sublessee any Security Deposit then held by Sublessor and remaining after any deductions permitted under this Sublease. · During the Term, Sublessee shall pay to Sublessor its pro-rata share, on a direct pass through basis as charged to Sublessor by Lessor, of all operating expense costs charged to Sublessor under the Master Lease. For purposes of clarification, the parties mutually agree that Sublessee’s pro-rata share (i.e., the proportional share the Premises bears to the Master Premises) shall be set at 26.83% of the total cost of the above-referenced operating expenses charged to Sublessor under the Master Lease. One twelfth (1/12) of the Current Lease is hereby deleted and amended and restated annualized amounts owed by Sublessee under this section for operating costs shall be paid to provide as follows: (b) For Sublessor on the first day of each month during the Term. · Sublessor shall be entitled to use all or any portion of the lease years beginning April 1Security Deposit, 2011 as reasonably necessary, to (i) cure Sublessee’s default in the payment of Rent, operating expenses, and/or any other amounts due under this Sublease; (ii) repair any damage or loss, excluding ordinary wear and April 1tear, 2012 caused or contributed to by Sublessee or its invitees; (iii) clean the “Carryover Period”)Premises, respectively, Minimum Annual Rent shall accrue in an amount equal if necessary to return the Premises to the Base Rent for Adjustment Purposescondition it was in prior to Sublessee occupying the Premises, increased by one half upon the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes expiration or termination of this Section 3(b)Sublease; and/or (iv) replace or restore furnishings, the Base Rent for Adjustment Purposes for the lease year beginning April 1fixtures, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year equipment or other appurtenances other than due to normal wear and tear as a result of Sublessee’s use of the Carryover Period, Tenant Premises. The Security Deposit shall not be permitted to pay on account used by Sublessee in lieu of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration last months’ Rent. If all or any portion of the Term of Security Deposit is used by Sublessor as permitted hereunder during the Lease as extended by this AmendmentTerm, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation Sublessee agrees to pay to Sublessor an amount sufficient to reinstate the Deferred Rent Amount shall Security Deposit to its original amount within five (5) days after receiving Sublessor’s written notice to reinstate such Security Deposit. In addition, no interest will be excused. The parties agree that upon paid on the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:Security Deposit.

Rent. (a) Paragraph 3(bIn using the Sublease Premises for the Permitted Use, Subtenant shall regularly market and promote the Sublease Premises to entrepreneurial business start-ups (“Business Start-Ups”) to locate and operate their businesses within the Sublease Premises. For purposes hereof, “Business Start-Ups” mean businesses that are newly formed and in the early stages of development and operation. The use of the Current Lease Sublease Premises for such Business Start-Ups is hereby deleted the essential purpose of this Sublease, and amended promotes economic development and restated stimulates business and commercial activity in Addison. In using the Sublease Premises for the Permitted Use, Subtenant shall, at a minimum, conduct the same type and level of operations and functions at the Sublease Premises as it conducts, on the Sublease Effective Date, at its offices located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. Those operations and functions are generally outlined and described at the Subtenant’s Internet website at ▇▇▇.▇▇▇▇▇▇.▇▇ and in Exhibit attached to provide as follows: (b) For each this Sublease and incorporated herein. In facilitating Business Start-Ups, Subtenant will require those Business Start-Ups that locate within or use the Sublease Premises to pay a fee, the amount of which is based upon the extent of use by the Business Start-Up of the lease years beginning April 1, 2011 and April 1, 2012 services to be provided to the Business Start-Up by Subtenant (the “Carryover PeriodBusiness Start-Up Fee”). As of the Effective Date, respectivelythe opportunity offered by Subtenant to a Business Start-Up is referred to by Subtenant as a “membership,” and there are three levels of membership (see Exhibit ) and a corresponding Business Start-Up Fee applicable to the membership level. During the Term, Minimum Annual Rent Subtenant shall accrue in pay to Sublandlord an amount equal to the ten percent (10%) of all Business Start-Up Fees received and/or collected by or on behalf of Subtenant (such amount being referred to herein as “Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1Rent”) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule following: (hereinafter “Deferred Rent Amount”i) until the expiration of Each month during the Term Subtenant shall pay to Sublandlord Base Rent calculated and based upon Business Start-Up Fees received and/or collected by or on behalf of Sublandlord for the Lease as extended by this Amendmentimmediately prior month (or partial month, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount if applicable). Such payment shall be excused. The parties agree that upon made on or before the occurrence 10th day of an Event each month, with the first payment of Default, the Deferred Base Rent Amount shall be included as part of the unpaid rent being due and payable to Landlord. After on or before the Carryover Period, during each remaining year 10th day of the Lease, Tenant month next following the month in which the Commencement Date occurs. Base Rent shall be permitted payable without notice or demand and without set-off, deduction, or abatement. (ii) Simultaneously with the payment of Base Rent, Subtenant shall provide to pay on account Sublandlord a written statement that includes: (A) the name of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:each Business Start-Up,

Rent. (a) Paragraph 3(bSubtenant shall pay to Sublandlord, throughout the Sublease Term, a base rent per annum (the "Base Rent") as follows: Base Rent Period --------- ------ $536,800.00 April 1, 2000 through March 14, 2001 $646,800.00 March 15, 2001 through July 31, 2003 $705,600.00 August 1, 2003 through the date that is one day prior to the Expiration Date The Base Rent shall be payable by Subtenant to Sublandlord, in advance, in equal consecutive monthly installments which are due and payable on or before the first day of each calendar month during the Sublease Term, with appropriate prorations for any partial month occurring at the end of the Current Lease is hereby deleted Sublease Term, except that the first month's rent, in the sum of $44,733.33, shall be paid upon the execution of this Sublease and amended and restated applied to provide as follows:the Base Rent due for the month of April, 2000. (b) For each of Subtenant shall also pay to Sublandlord, throughout the lease years beginning April Sublease Term as additional rent ("Additional Rent") all additional rent and other charges due under the Lease, as if (i) the "Base Tax Year" were the tax fiscal year January 1, 2011 2000 through December 31, 2000, and April 1, 2012 (ii) "Base Operating Expenses" were the “Carryover Period”"Operating Expenses" for the calendar year 2000 (as such quoted terms are defined in the Lease), respectively, Minimum Annual . Subtenant shall be responsible for both any estimated payments of Additional Rent shall accrue in an amount equal and any reconciliation payments of Additional Rent which are payable by Sublandlord pursuant to the Base Lease. Appropriate prorations shall be made with respect to any partial calendar years included in the Sublease Term. Subtenant shall make all Additional Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be payments to Sublandlord upon demand. (1c) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding In addition to the foregoing, during each year of the Carryover Period, Tenant Subtenant shall be permitted solely responsible for all other costs or charges attributable to the Subleased Premises or the Building facilities made available to Subtenant during the Sublease Term including, without limitation, for items such as damage repair, HVAC service, janitorial services, electrical consumption, parking fees, light bulb replacement and other items. Subtenant shall also pay any and all tax due with respect to Rent (as such term is hereinafter defined) pursuant to the laws of New York and/or any political subdivision thereof, provided, however, that Subtenant shall not be responsible for the payment of any tax levied on account of Minimum Annual Rent the sums as provided Sublandlord that is in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence nature of an Event of Default by Tenantincome tax. (d) The Base Rent, at which time Tenant’s obligation to pay the Deferred Additional Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent and all sums due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below from Subtenant under subparagraph (without any CPI Adjustment to such amounts in the schedule). For the purpose c) of this Section 3(b), the following terms shall have the meanings defined below:Article "3" are collectively referred to in this Sublease as "Rent".

Rent. 7.1. Tenant shall pay to Landlord as Base Rent for the Premises, commencing on the date which is the earlier to occur of (a) Paragraph 3(b) of eight (8) months following the Current Lease is hereby deleted and amended and restated to provide as follows: Term Commencement Date, or (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 date which is two (2) months following the date Tenant Substantially Completes the Tenant Improvements (the “Carryover PeriodRent Commencement Date”), respectivelythe sums set forth in Section 2.3, Minimum Annual subject to the rental adjustments provided in Article 8 hereof; provided, however, that if the Landlord’s Work is not Substantially Complete upon the earlier of (a) or (b), then the Rent Commencement Date shall be the date that the Landlord’s Work is Substantially Complete; provided, further, however, that if Substantial Completion of the Landlord Work’s is delayed by a Tenant Delay, then the Rent Commencement Date shall be the date that the Rent Commencement Date would have occurred but for such Tenant Delay. Base Rent shall accrue be paid in an amount equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent monthly installments as set forth in Section 2.3, subject to the schedule rental adjustments provided in Article 8 hereof, each in advance on the first day of each and every calendar month during the Term. 7.2. In addition to Base Rent, Tenant shall pay to Landlord as additional rent (hereinafter “Deferred Rent AmountAdditional Rent”) until at times hereinafter specified in this Lease (a) Tenant’s Adjusted Share (as defined below) of Operating Expenses (as defined below), (b) the expiration Property Management Fee (as defined below) and (c) any other amounts that Tenant assumes or agrees to pay under the provisions of this Lease that are owed to Landlord, including any and all other sums that may become due by reason of any default of Tenant or failure on Tenant’s part to comply with the Term agreements, terms, covenants and conditions of the this Lease as extended by this Amendment, without the occurrence of an Event of Default to be performed by Tenant, after notice and the lapse of any applicable cure periods. 7.3. Base Rent and Additional Rent shall together be denominated “Rent.” Rent shall be paid to Landlord, without abatement, deduction or offset, in lawful money of the United States of America to the address set forth in Section 2.8 or to such other person or at which such other place as Landlord may from time designate in writing. In the event the Term commences or ends on a day other than the first day of a calendar month, then the Rent for such fraction of a month shall be prorated for such period on the basis of the number of days in the month and shall be paid at the then-current rate for such fractional month. 7.4. Tenant’s obligation to pay Rent shall not be discharged or otherwise affected by (a) any Applicable Laws now or hereafter applicable to the Deferred Premises, (b) any other restriction on Tenant’s use, (c) except as expressly provided herein, any casualty or taking or (d) any other occurrence; and Tenant waives all rights now or hereafter existing to terminate or cancel this Lease or quit or surrender the Premises or any part thereof, or to assert any defense in the nature of constructive eviction to any action seeking to recover rent. Tenant’s obligation to pay Rent Amount shall be excused. The parties agree that upon with respect to any period or obligations arising, existing or pertaining to the occurrence of an Event of Default, period prior to the Deferred Rent Amount shall be included as part date of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year expiration or earlier termination of the LeaseTerm or this Lease shall survive any such expiration or earlier termination; provided, Tenant however, that nothing in this sentence shall be permitted in any way affect Tenant’s obligations with respect to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:other period.

Rent. (a) Paragraph 3(b) Base Rent: Sublessee agrees to pay monthly as Base Rental during the term of this Sublease the sums as indicated on the attached “Rent Schedule”, which amounts shall be payable to Sublessor at the address shown below on the first day of the Current Lease is hereby deleted month. One monthly installment of rent shall be due and amended payable on the date of execution of this Sublease by Sublessee for the first month’s rent and restated a like monthly installment shall be due and payable on or before the first day of each succeeding calendar month, as indicated on the Rent Schedule, during the demised term; provided, that if the “Commencement Date” should be a date other than the first day of a calendar month, the monthly rental set forth above shall be pro-rated to provide the end of that calendar month, and all succeeding installments of rent shall be payable on or before the first day of each succeeding calendar month during the demised term. Sublessee shall pay, as follows:additional rental, all other sums due under this Sublease. (b) For each of the lease years beginning April 1, 2011 INSURANCE PREMIUMS: Sublessor shall provide and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent Sublessee shall accrue in an amount equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect pay for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes All Risk Fire and Extended Coverage Insurance for the lease year beginning April 1, 2011 building with loss of rent endorsement. (c) OTHER CHARGES: This Sublease is $1,194,350.40, being an “Absolute Net Sublease” and it is the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted Sublessee’s responsibility to pay on account a timely basis all costs associated with the use and occupancy of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule)Subleased Premises, including, but not limited to, maintenance, and defer insurance. Sublessee covenants and agrees with Sublessor that Sublessee shall not be entitled to any abatement, deduction, deferment, suspension or reduction of or setoff against payment of the difference between Minimum Annual Base Rent calculated in accordance with or any other amounts due Sublessor under this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:Sublease.

Rent. (a) Paragraph 3(b) of the Current Lease is hereby deleted and amended and restated 6.01 Subtenant shall pay to provide as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 Sublandlord fixed minimum rent (the “Carryover PeriodFixed Rent”) at the annual rate of EIGHT HUNDRED EIGHTY-ONE THOUSAND TWO HUNDRED TEN AND 00/100 ($881,210.00) DOLLARS per annum ($73,434.16 per month), respectivelywhich shall be payable in equal monthly installments in advance on the first day of each and every calendar month during the term of this Sublease, Minimum Annual except that Subtenant shall pay, upon the execution and delivery of this Sublease by Subtenant, the sum of $60,082.16 to be applied against the first monthly installment of Fixed Rent to become due under this Sublease (which sum reflects the Free Fixed Rent Credit set forth in Section 6.05 hereof). In the event the Commencement Date occurs on a day other than the first day of a calendar month, the Fixed Rent for such partial calendar month shall be prorated on the basis of the number of days of the Sublease term within such calendar month, and the balance of the first month’s Fixed Rent theretofore paid shall be credited against the next monthly installment of Fixed Rent. 6.02 Subtenant shall also pay to Sublandlord “Additional Rent” consisting of all such other sums of money as shall become due from and payable by Subtenant to Sublandlord under this Sublease (for default in payment of which Sublandlord shall have the same remedies as for a default in payment of Fixed Rent). Subtenant shall also pay to Sublandlord as Additional Rent any “Subtenant Surcharges”. “Subtenant Surcharges” shall mean any and all amounts other than Fixed Rent payable by Sublandlord under the Master Lease which, by the terms of the Master Lease, become due and payable by Sublandlord to Master Landlord as additional rent or otherwise and which would not have become due and payable but for the acts, requests for services, and/or failures to act of Subtenant, its agents, officers, representatives, employees, servants, contractors, invitees, licensees or visitors under this Sublease, including, but not limited to: (i) any increases in Master Landlord’s fire insurance premiums, to the extent resulting solely from any act or omission of Subtenant, (ii) any charges to Sublandlord on account of any additional services requested by, and furnished to, Subtenant under the Master Lease, (iii) any charges which are imposed on Sublandlord, to the extent that such charges are attributable to the Subleased Premises or the use thereof by Subtenant or services or utilities provided thereto pursuant to the terms of the Master Lease or by reason of Subtenant’s request, and (iv) any additional charges to Subtenant on account of Subtenant’s use or consumption in connection with the Subleased Premises, including, without limitation, elevator, electrical or HVAC usage in excess of normal usage, provided same are charged by Master Landlord to Sublandlord pursuant to the terms of the Master Lease. Fixed Rent and Additional Rent are hereinafter sometimes collectively referred to as “Rent”. All Additional Rent shall accrue in an amount equal be payable by Subtenant on the earlier to occur of (i) fifteen (15) days after written demand therefor by Sublandlord and (ii) three (3) days prior to the Base date the corresponding payment of such Additional Rent for Adjustment Purposes, increased is payable by one half the CPI Adjustment, Sublandlord to Master Landlord (but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor seven (27) greater than $1,384,000.00 per year. For the purposes of this Section 3(bdays after written demand therefor), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:.

Rent. Tenant agrees to pay to Landlord the Base Rent and the Common Area Maintenance Fee (athe Common Area Maintenance Fee, together with other charges provided for herein are referred to as "Additional Rent." Collectively, Base Rent and Additional Rent are referred to as "Rent") Paragraph 3(b) by paying monthly installments in advance, on or before the first day of each full calendar month during the Term, except that the first month's Base Rent and Common Area Maintenance Fee shall be paid upon the execution hereof. Rent for any period during the Term which is less than one full month shall be a prorated portion of the Current Lease is hereby deleted monthly installment of Rent based upon a thirty (30) day month. Said Rent shall be paid to Landlord, without deduction or offset and amended and restated without notice or demand at the Landlord's address, as set forth on the Reference Page, or to provide such other person or at such other place as follows: (b) For each Landlord may from time to time designate in writing. Payment of Rent shall commence on the earlier of the lease years beginning April 1Commencement Date and the date Tenant first occupies the Premises. Tenant recognizes that late payment of any Rent or other sum due hereunder will result in administrative expense to Landlord, 2011 the extent of which additional expense is extremely difficult and April 1economically impractical to ascertain. Tenant therefore agrees that if Rent or any other sum is due and payable pursuant to this Lease; and when such amount remains due and unpaid ten (10) days after said amount is due, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent such amount shall accrue be increased by a late charge in an amount equal to the Base Rent for Adjustment Purposesgreater of (a) $250.00, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be or (1b) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year a sum equal to 5% of the Carryover Period, unpaid Rent or other payment. The amount of the late charge to be paid by Tenant shall be permitted reassessed and added to pay on account Tenant's obligation for each successive monthly period until paid. The provisions of Minimum Annual Rent the sums as provided this Article in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment no way relieve Tenant of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay Rent or other payments on or before the Deferred date on which they are due, nor do the terms of this Article in any way affect Landlord's remedies pursuant to Article 21 of this Lease in the event said rent or other payment is unpaid after the date due. No security or guarantee which may now be or hereafter be furnished to Landlord for the payment of Rent Amount or the performance of Tenant's other obligations under this Lease shall be excused. The parties agree that upon in any way constitute a bar to the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part recovery of the unpaid rent due and payable Premises or defense to Landlord. After the Carryover Period, during each remaining year any action in unlawful detainer or to any other action which Landlord may bring for a breach or any of the Leaseterms, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose covenants or conditions of this Section 3(b), the following terms shall have the meanings defined below:Lease.

Rent. (a) Paragraph 3(b) of the Current Lease is hereby deleted and amended and restated Lessee agrees to provide as follows: (b) For each of pay to Lessor or its assignee the lease years beginning April 1, 2011 and April 1, 2012 payments (the “Carryover PeriodLease Payments”), respectivelyincluding the interest portion, Minimum Annual Rent shall accrue in an amount equal to the Base Rent aggregate amounts specified in Exhibit C; provided, however, that the Lessee shall be obligated to make such Lease Payments during any fiscal year to the extent that such Lease Payments may be made from current revenues lawfully budgeted and appropriated for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per purpose during such year. For The Lease Payments will be payable without notice or demand at the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year office of the Carryover Period, Tenant shall be permitted Lessor (or such other place as Lessor or its assignee may from time to pay on account of Minimum Annual Rent the sums as provided time designate in the schedule below (without any CPI Adjustment to such amounts in the schedulewriting), and defer payment of will commence on the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent first Lease Payment date as set forth in Exhibit C and thereafter on the schedule dates set forth in Exhibit C. Except as specifically provided in Section 4 hereof, the obligation to make the Lease Payments will be absolute and unconditional in all events and will not be subject to any set-off, defense, counterclaim or recoupment for any reason whatsoever. Any and all payment(s) received by Lessor hereunder shall be applied to amounts due hereunder at Lessor’s sole discretion notwithstanding any contrary instruction or instrumentation by Lessee. Unless Lessor decides, in its sole discretion, to apply any and all payments(s) received from Lessee in a different manner, then any payments shall be applied in the following order of priority: (hereinafter “Deferred Rent Amount”i) until to repay any reimbursement items due Lessor from Lessee pursuant to the expiration provisions of this Lease; (ii) to pay for any amounts owed by Lessee by virtue of its indemnification obligations under Section 16 hereof; (iii) to any accrued interest owed in connection with a late Lease Payment; (iv) to any accrued interest with respect to any Lease Payments then due; and then (iv) to reduce the Term principal component(s) of the Lease Payment(s) as extended by this Amendmentand when due hereunder. Lessee reasonably believes that funds can be obtained sufficient to make all Lease Payments during the Lease Term and hereby covenants that it will do all things lawfully within its power to obtain, without maintain and properly request and pursue funds from which the occurrence of an Event of Default by TenantLease Payments may be made, at which time Tenant’s obligation including making provisions for such payments to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during extent necessary in each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For budget submitted for the purpose of obtaining funding, using its bona fide best efforts to have such portion of the budget approved and exhausting all available administrative reviews and appeals in the event such portion of the budget is not approved. It is Lessee’s intent to make Lease Payments for the full Lease Term if funds are legally available therefor and in that regard Lessee represents that the use of the Equipment is essential to its proper, efficient and economic operation. The total obligation of Lessee for the fiscal year of execution is the sum of the payments for such fiscal year as set forth on Exhibit C. The total obligation of Lessee in each fiscal year renewal term is the sum of the payments during such fiscal year renewal term as set forth on Exhibit C. A schedule of Lessee’s total obligation for the fiscal year of execution and for each fiscal year in which this Section 3(b), the following terms shall have the meanings defined below:Lease is renewed is attached hereto as Exhibit C.

Rent. The rent under this Sublease for the Term shall consist of a fixed rent in the amount set forth in Paragraph 6 hereof (a) Paragraph 3(b) sometimes hereinafter call the “Rent”). The Sublessee covenants and agrees to pay this Rent to WRIT, the Principal Landlord, in lawful money of the Current Lease is hereby deleted United States, at the times and amended in the manner hereinafter specified. The Rent includes all utilities, including electric, HVAC, and restated plumbing, and building services, including cleaning, and taxes. The Sublessor agrees to provide as follows: (b) For each timely meet its obligations to WRIT, the Principal Landlord, including the timely payment of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal any rent or other moneys owed to the Base Principal Landlord under the underlying Lease in addition to the amount being paid by the Sublessee. The Sublessor agrees that if WRIT advises the Sublessee that the Sublessor is not current with its payments to WRIT, or otherwise is not in compliance with its underlying Lease obligations, that the Sublessee may in its sole discretion make any such payments directly to WRIT, or may terminate this Lease, and such action shall not relieve the Sublessor of its obligations to the Sublessee. If utilities and/or services are interrupted for more than thirty (30) consecutive business days, Rent for Adjustment Purposeswill ▇▇▇▇▇ (Rent, increased by one half the CPI Adjustmenthowever, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect will ▇▇▇▇▇ sooner for the preceding yearSublessee, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes if rent abates sooner for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the scheduleSublessor under its underlying Lease), and defer payment if such condition exists, without being cured, for a total of forty-five (45) calendar days, the Sublessee may terminate this Sublease, and if so terminated no Rent shall be due from the start of the difference between Minimum Annual Rent calculated in accordance with this paragraph interruption and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendmentgoing forward. Similarly, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as if all or part of the unpaid rent Sublease Premises is damaged by fire or other casualty or is untenantable and is not repaired by the Principal Landlord or Sublessor within ten (10) business days, Rent will ▇▇▇▇▇, and if such condition exists without being cured, for a total of forty-five (45) calendar days, the Sublessee may terminate this Sublease, and if so terminated no Rent shall be due and payable to Landlord. After from the Carryover Period, during each remaining year date of the Lease, Tenant fire or other casualty or untenantability. (Sublessor shall be permitted required to pay on account Rent only for the portion of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the scheduleSublease Premises that is usable while repair is made.). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:

Rent. Commencing as of the Sublease Commencement Date, Sublessee shall pay to Sublessor rent in the sum of Fifteen Thousand Five Hundred Fifty Four and 92/100 (a$15,554.92) Paragraph 3(bDollars per month ("Monthly Rent"), payable upon execution of this Sublease and on the first day of each calendar month during the Term. If the first day of the Term does not fall on the first day of the month, then rent for such month shall be proportionately prorated. Monthly Rent shall be delivered to the Sublessor at the address set forth hereinafter for the delivery of notices. In addition to the Monthly Rent, Sublessee shall pay, as additional rent (i) its proportionate share (81%) of any and all additional rent which Sublessor is obligated to pay as subtenant under the Current Lease Master Sublease in respect of Tax Escalation Payments, (ii) 100% of any and all additional rent which Sublessor is hereby deleted obligated to pay as subtenant under the Master Sublease and amended which is not included in the preceding clause (i) ( the amounts described in this clause (ii) being, "Master Sublease Additional Rent"), and restated (iii) any other sums payable by Sublessee hereunder.Sublessor shall provide Sublessee with all necessary backup documentation which will enable Sublessee to provide as follows: (b) For each verify Sublessor's calculation of additional rent payable hereunder. It is understood that this Sublease is a triple net sublease and since on the Commencement Date Sublessee shall be the only tenant of the lease years beginning April 1Demised Premises under the Master Sublease, 2011 and April 1, 2012 (Sublessee shall pay 100% of the “Carryover Period”), respectively, Minimum Annual Master Sublease Additional Rent shall accrue as provided in an amount equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding yearsentence. However, nor in the event that Sublessor shall sublease the balance of the Demised Premises or use it for anything other than storage, then Sublessee shall only be required to pay its proportionate share (281%) greater than $1,384,000.00 per year. For of Master Sublease Additional Rent due on and after the purposes date of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010such sublease or other use. Notwithstanding the foregoing, during each year of in the Carryover Periodevent that Sublessor shall use the air conditioning in the space on the second floor which is not subleased to Sublessee hereunder, Tenant then Sublessee shall only be permitted required to pay on account 81% of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment electricity charges attributable to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:air conditioning.

Rent. A. Subtenant covenants and agrees to pay to Sublandlord, in lawful money of the United States, fixed rent ("Fixed Rent") on a monthly basis in the amount set forth on Exhibit D attached hereto. The first monthly installment of Fixed Rent payable under this Sublease shall be paid on the Sublease Commencement Date, subject to paragraph B(a) below. (a) Paragraph 3(bIn addition to the Fixed Rent set forth above, Subtenant covenants and agrees to pay Additional Rent from and after the Sublease Commencement Date. To the extent not already completed, Subtenant shall arrange for service directly with the utility providers serving the Premises, shall furnish such deposit (if any) as such utility provider may require, and shall pay the utility provider's charges promptly upon receipt of bills therefor. For each item of Additional Rent not paid directly by Subtenant to the relevant authority or vendor and in respect of which Sublandlord pays the amount due to the relevant authority or vendor, Sublandlord shall ▇▇▇▇ Subtenant promptly. Upon receipt of the corresponding ▇▇▇▇ from Sublandlord, Prime Landlord or such authority or vendor, Subtenant shall pay the relevant authority or vendor, or reimburse Sublandlord each amount so billed, within five (5) Business Days after being billed therefor, provided that if Subtenant provides written notice to Sublandlord within such five (5) day period of reasons for delaying payment of such amount, which reasons are acceptable to Sublandlord, in its sole discretion then Subtenant shall have an additional three (3) Business Days to pay or reimburse such amount. Notwithstanding anything to the contrary contained herein, Sublandlord may calculate the amounts of Additional Rent on an estimated basis for any calendar year occurring prior to the time that the actual amount of said Additional Rent with respect to such calendar year has been precisely determined. Such amounts shall be paid by Subtenant in equal monthly installments in conjunction with the Fixed Rent. Thereafter, when such amounts can be precisely determined, Sublandlord shall furnish Subtenant with a reconciliation statement setting forth the amount of said Additional Rent payable in the applicable calendar year and the amount Subtenant may have theretofore paid to or at the direction of Sublandlord. Thereafter, Subtenant shall either promptly pay to Sublandlord any shortage of Additional Rent, or, in the event of an overpayment of Additional Rent, receive a credit against its next monthly installment(s) of Fixed or Additional Rent (as determined by Sublandlord) until the Current Lease credit is hereby deleted and amended and restated to provide as follows:satisfied. (b) For each If Sublandlord shall be charged with respect to the Premises or Equipment for any other sums or charges pursuant to the provisions of the lease years beginning April 1Prime Lease, 2011 including, without limitation, for extra services requested by Subtenant, then Subtenant shall be liable for all such sums and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual charges as Additional Rent under this Sublease and such sums shall accrue be due and payable by Subtenant to Sublandlord on demand. The foregoing shall not be deemed to require Subtenant to make payments in an amount equal to the Base Rent for Adjustment Purposes, increased respect of charges incurred by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year Sublandlord by reason of the Carryover Periodacts or omissions of Sublandlord or any other subtenants, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below if any. (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual a) Fixed Rent as set forth on Exhibit D and monthly installments, if any, of Additional Rent shall be due and payable in equal monthly installments in advance in immediately available funds by wire transfer (pursuant to the schedule wire transfer instructions delivered by Sublandlord to Subtenant), on the first day of each calendar month of the Term (hereinafter “Deferred Rent Amount”) until each such date, a "Payment Date"). If the first day of a calendar month is not a Business Day, such installment shall be due on the first Business Day preceding the first calendar day of such month. If the Sublease Commencement Date shall be other than the first day of a calendar month or the expiration of the Term is other than the last day of a calendar month, the monthly installments of Fixed Rent and Additional Rent payable hereunder for any such month shall be prorated on a per diem basis based on the actual number of days in such month. On the first day of the Lease calendar month following the Sublease Commencement Date, if the Sublease Commencement Date occurs after the first day of a calendar month, Subtenant shall receive a credit for the unapplied portion of the Rental deposit made pursuant to Section 6A. (b) Subtenant shall furnish to Sublandlord copies of all tax and insurance bills relating to the Premises and Equipment and copies of official receipts or other satisfactory proof evidencing all payments of taxes and insurance premiums, promptly following receipt or payment thereof, as extended applicable. (c) If Sublandlord shall receive a refund of any Additional Rent amounts from Prime Landlord with respect to the Premises pursuant to the terms of the Prime Lease, and such refund relates to Additional Rent paid hereunder by Subtenant, Sublandlord shall promptly notify Subtenant and shall at Sublandlord's option, either (i) credit against the next monthly installment of Additional Rent due hereunder, the portion thereof, if any, allocable to the Term of this AmendmentSublease and which shall have been theretofore paid by Subtenant or (ii) promptly send said allocable amount to Subtenant. (d) All of the amounts payable by Subtenant pursuant to this Sublease, including, without limitation, Fixed Rent, Additional Rent, and all other costs, charges, sums and deposits payable by Subtenant hereunder (collectively, "Rental"), shall constitute rent under this Sublease and shall be payable to Sublandlord or its designee at such address as Sublandlord shall from time to time direct in writing. Subtenant shall have no authority to pay the occurrence Rental directly to Prime Landlord unless so directed in writing by Sublandlord or Prime Landlord. (e) Subtenant shall promptly pay the Rental as and when the same shall become due and payable without setoff, offset or deduction of an Event any kind whatsoever and, in the event of Default by TenantSubtenant's failure to pay same when due, Sublandlord shall have all of the rights and remedies provided for in the Prime Lease and in this Sublease or at which time Tenant’s law or in equity in the case of nonpayment of rent. Subtenant's obligation to pay Rental shall survive the Deferred Rent Amount expiration or sooner termination of this Sublease. (f) If any Rental shall not be excused. The parties agree that upon paid within five (5) days after the occurrence of same is due hereunder, such unpaid Rental shall bear interest at an Event of Default, the Deferred Rent Amount shall be included as part annual rate which is four (4%) percent in excess of the unpaid rent prime or base reference lending rate from time to time quoted by ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (or any successor thereto) from the date on which such Rental was originally due and payable to Landlord. After until the Carryover Period, during each remaining year date when paid. C. If Subtenant shall for any reason remain in possession of the Lease, Tenant shall be permitted to pay on account Premises after the expiration of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose Term or earlier termination of this Section 3(bSublease, such possession shall at the option of Sublandlord in its sole discretion, be as a month-to-month holdover tenant during which time, Subtenant shall pay as rental each month (which rental constitutes liquidated damages with respect to Rental, and not a penalty for the period to which it relates), the following terms greater of the following: (a) two times the aggregate of: (i) the installment of rent payable by Sublandlord to Prime Landlord pursuant to the Prime Lease as of the last month of the Term, and (ii) all other sums, if any, payable by Subtenant pursuant to the provisions of this Sublease and the Prime Lease with respect to the Premises, and (b) holdover damages payable by Sublandlord, as tenant under the Prime Lease, to Prime Landlord. During such period of month-to-month holdover tenancy, Subtenant shall be obligated to perform and observe all of the terms, covenants and conditions of this Sublease and the Prime Lease with respect to the Premises, but shall have no rights hereunder other than the meanings defined below:right, to the extent given by law to month-to-month holdover tenancies to continue its occupancy and use of the Premises. Nothing contained herein shall constitute the consent, express or implied, of Sublandlord to the holding over of Subtenant after the expiration or earlier termination of this Sublease. Notwithstanding payment of such holdover

Rent. (a) Paragraph 3(bThe Rent (specified in Section 1.1 hereof) of the Current and any additional rent or other charges payable pursuant to this Lease is hereby deleted and amended and restated shall be payable by Sublessee to provide Sublessor by mailing such rent payment to Genzyme Corporation, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (or such other place as follows:Sublessor may from time to time designate by notice to Sublessee). (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue be payable in an amount equal to advance on the Base first (1st) day of each and every calendar month during the term of this Sublease. (c) Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant any partial month shall be permitted paid by Sublessee to pay Sublessor at such rate on account a prorata basis. Other charges payable by Sublessee on a monthly basis, as hereinafter provided, shall likewise be prorated. (d) All Rent and other amounts due under this Sublease shall be made without demand, offset or deduction. Sublessee shall be entitled to a fair and equitable share of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), all abatements of rent and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as rent adjustments set forth in the schedule Prime Lease which Sublessor has been granted with respect to the Premises. (hereinafter “Deferred Rent Amount”e) until the expiration Sublessee represents and Sublessor acknowledges that, as of the Term Commencement Date and for the period of approximately six months thereafter, Sublessee expects to use the approximately 2,638 rentable square foot portion of the Lease Premises identified on Exhibit A as extended by this Amendmentthe "Expansion Space" for only limited purposes. Accordingly, without the occurrence of an Event of Default by Tenant, at which time Tenant’s Sublessor hereby agrees that Sublessee shall have no obligation to pay any rent with respect to the Deferred Rent Amount Expansion Space until May 1, 1997. From and after May 1, 1997, however, full rent shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable with respect to Landlordthe Expansion Space. After Sublessor shall provide Sublessee with such "free rent" for the Carryover PeriodExpansion Space by applying to Sublessee's rental account for each month that Sublessee qualifies for free rent, during each remaining year a credit in the amount of $8,353.67. (f) It is the intention of the Lease, Tenant parties that Rent payable by Sublessee under this Sublease shall be permitted to pay a "gross rent" that includes amounts on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment base rent, utilities, operating expenses and real estate taxes payable by Sublessee to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:Sublessor; i.

Rent. Beginning on the Commencement Date, but subject to the Abated rent Period described above, Subtenant agrees to pay the Annual Fixed Rent set forth in Section 1(L) to the Payee specified in Section 1(M), by ACH transfer in accordance with the instructions provided in Section 1(O)), or to such other payee or at such other address as may be designated by notice in writing from Sublandlord to Subtenant, without prior demand therefor and without any deduction or set off whatsoever (aexcept as expressly set forth herein or in the Prime Lease as incorporated herein). Annual Fixed Rent shall be paid in monthly installments (as set forth in Section 1(L)) Paragraph 3(b) in advance on the first day of each month of the Current Lease is hereby deleted Term after the Commencement Date. Annual Fixed Rent shall be pro-rated for any partial calendar month at the beginning and amended and restated to provide as follows: (b) For each end of the lease years beginning April 1Term, 2011 All charges, costs and April 1sums required to be paid by Subtenant under this Sublease in addition to Annual Fixed Rent, 2012 shall be deemed “Additional Rent” and Annual Fixed Rent and Additional Rent shall hereinafter collectively be referred to as “Rent”. Subtenant’s covenant to pay Rent shall be independent of every other covenant in this Sublease. Any amount due from Subtenant to Sublandlord under this Sublease that is not paid when due shall bear annual interest from the due date at the lesser of (i) three percent (3%) above the prime rate as reported in The Wall Street Journal on the date closest to the date such payment was required to be made hereunder and (ii) the highest legal rate permitted under the laws of the Commonwealth of Massachusetts (the “Carryover PeriodInterest Rate”), respectively, Minimum Annual Rent shall such interest to accrue in an amount equal to from the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustmentdate due until paid unless otherwise specifically provided herein, but in no event the payment of such interest shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of not excuse or cure any default by Subtenant under this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010Sublease. Notwithstanding the foregoing, during each year Sublandlord agrees to waive the payment of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums interest as provided in the schedule below (without any CPI Adjustment immediately preceding sentence with respect to such amounts in the schedule), and defer first late payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendmentduring any twelve-month period. Sublandlord shall also be entitled, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual a failure by Subtenant to make any payment of Rent the sums as provided in the schedule below when due (without except with respect to a first late payment of Rent during any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(btwelve-month period), to charge as Additional Rent a fee equal to five percent (5%) of the following terms shall have the meanings defined below:amount due as compensation for Sublandlord’s administrative costs in investigating and collecting such late payment.

Rent. (a) Paragraph 3(b) 4.1 Commencing on the Commencement Date and prorated to the first day of the Current following calendar month, if applicable, and on the first day of each month thereafter, Tenant shall pay Base Rent in the amount stated in Section 1.4, in advance without notice (all amounts, including Base Rent, to be paid by Tenant pursuant to this Lease as the context requires are sometimes referred to collectively as "Rent[s]"). Rents shall be paid without set off, abatement, or diminution, at the office of Landlord in Loveland, Colorado, or at such other place as Landlord from time to time designates in writing. The Rent Commencement Date and the Tenant's Rent obligations and other obligations under this Lease will not be delayed or extended as a result of Tenant Delays. 4.2 Tenant understands and agrees that this Lease is hereby deleted a total net lease (a "net, net, net lease") whereby Tenant has the obligation to pay or reimburse to Landlord, all costs and amended expenses (including, without limitation, the costs and restated to provide expenses outlined in Sections 6, 7, 8 and 9 of this Lease) incurred by Landlord as follows: (b) For each a result of Landlord's ownership and operation of the lease years beginning April 1Leased Premises, 2011 and April 1except as expressly provided otherwise herein. Landlord shall not be responsible for payment of any taxes, 2012 insurance, maintenance, repairs, capital improvements (following Completion of the “Carryover Period”initial Base Building Improvements), respectivelyutilities or other expenses associated with the ownership, Minimum Annual maintenance or operation of the Leased Premises. Landlord and Tenant further agree that any reimbursements owing by Tenant to Landlord pursuant to the terms of this Lease shall constitute additional rent due under the terms of this Lease. 4.3 In the event Tenant does not fully utilize the Tenant Improvement Allowance granted to Tenant pursuant to the Development Agreement, and if allowed by Landlord's Construction Lender, Landlord shall grant Tenant a credit against any Rent shall accrue due hereunder in an amount equal to the Base Rent for Adjustment Purposesunused Tenant Improvement Allowance, increased only to the extent permitted by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:'s Construction Lender.

Rent. Except as provided in subparagraph (b) below, Seller shall pay or credit to Purchaser at the Closing (A) all Rent due under the Leases for the calendar month in which the Closing occurs, prorated for the number of days during such calendar month from, including and after the Closing, and (B) all prepaid and overpaid Rent paid by Tenants, if any. (a) Paragraph 3(bAt Closing, Seller shall provide Purchaser with a statement detailing all payments of Additional Rent for the calendar year in which Closing occurs and a statement detailing the actual Additional Rent expenditures incurred by Seller prior to Closing on which such Additional Rent payments are based. Purchaser shall prepare and send to Tenants all operating statements and data required by the Lease, and Seller shall cooperate and assist Purchaser in preparing same as may be reasonably required and requested by Purchaser. Within sixty (60) of days after the Current Lease is hereby deleted Closing Date Seller and amended Purchaser shall recalculate the proration that would have been made at the Closing based on such actual amounts, and restated to provide Seller or Purchaser, as follows: (b) For each of the lease years beginning April 1case may be, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in make an amount equal appropriate payment to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either other based on such year be recalculation within ten (110) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes days of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010written demand therefor. Notwithstanding the foregoing, during each year in the event a Tenant presents evidence reasonably sufficient to establish that such Tenant is entitled under its Lease to a refund of overpaid Additional Rent attributable to periods prior to the Carryover PeriodClosing Date then Seller shall reimburse Purchaser for such amount within ten (10) days of written demand therefor unless such amounts were credited to Seller at Closing. (b) After the Closing, Tenant Purchaser shall ▇▇▇▇ Tenants for all unpaid Rents for any period prior to the Closing due from such Tenants, provided that Purchaser shall have no obligation to institute litigation, commence eviction proceedings or terminate a Lease in connection with any such collections or to continue to ▇▇▇▇ Tenants for more than sixty (60) days after the Closing. Any Rents due and owing Seller before the Closing by Tenants that is unpaid at the Closing, are herein called “Delinquent Rents”. There shall be permitted no cash credit to pay Seller at Closing on account of Minimum Annual Rent any Delinquent Rents, but following Closing, rental and other payments received by Purchaser or Seller from Tenants shall be first applied toward the sums as provided in 400 ▇. ▇▇▇▇▇▇▇▇▇ PSA 16 actual out-of-pocket costs of collection paid to parties other than the schedule below (without any CPI Adjustment to managing agent of the Property, then such amounts in Rents shall be applied first toward the schedule), and defer payment of rent and other charges then currently owed to Purchaser or which will become due to Purchaser within fifteen (15) days after receipt thereof and second to the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration payment of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent Delinquent Rents due and payable owing to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below Seller. (without any CPI Adjustment to such amounts in the schedule). For the purpose c) The provisions of this Section 3(b), 6.2 shall survive the following terms shall have the meanings defined below:Closing.

Rent. (a) Paragraph 3(b) 4.1. The rent payable by Subtenant for the Sublease Premises shall consist of the Current Lease is hereby deleted and amended and restated to provide as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal to the Base Rent under Section 4.2, plus the Pass Through Costs under Section 4.3, plus the Other Charges under Section 4.4. Base Rent, Pass Through Costs, Other Charges and any other sums payable by Subtenant under this Sublease are collectively referred to herein as “Rent”. Subtenant’s covenant to pay Rent shall be independent of every other covenant in this Sublease. Subtenant shall make all payments due to Sublandlord in immediately available funds, either payable at Sublandlord’s address for Adjustment Purposesnotice stated above, increased or by one half ACH or wire transfer to an account designated by Sublandlord, at Subtenant’s option. 4.2. Beginning on the CPI AdjustmentCommencement Date and continuing thereafter on the first day of each calendar month during the Sublease Term, but Subtenant shall pay to Sublandlord in no event shall advance, and without notice, demand, deduction or offset except as otherwise expressly set forth herein, the Minimum Annual monthly Base Rent for either such year be (1) less specified in Section 1.7. If the Commencement Date is a day other than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes first day of this Section 3(b)a calendar month, the Base Rent for Adjustment Purposes the month in which the Commencement Date occurs will be prorated, based on a thirty (30) day month. Subtenant shall pay the monthly installment of Rent payable for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year first full month of the Carryover Period, Tenant shall be permitted to pay on account Sublease Term concurrent with Subtenant’s execution of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated this Sublease in accordance with this paragraph Section 1.7. 4.3. After the first twelve (12) months of the Sublease Term, Subtenant also shall pay an amount equal to Subtenant’s Share of the increase in Operating Expenses over calendar year 2013 (the “Base Year”); with Operating Expenses to include all Expenses, Taxes, Insurance and Minimum Annual other amounts payable by Sublandlord as “Additional Rent” under the Master Lease, insofar as applicable to the period encompassed by the Sublease Term (collectively, “Pass Through Costs”). To the extent Pass Through Costs are payable on a monthly estimated basis, the Additional Rent with respect thereto shall be paid as set forth and when Base Rent is due in an amount based on Master Landlord’s or Sublandlord’s estimates; and upon any reconciliation of estimated and actual Pass Through Costs, the schedule corresponding Pass Through Costs shall be adjusted between Sublandlord and Subtenant (hereinafter with appropriate reimbursements or additional payments) within thirty (30) days after delivery to Subtenant of any reconciliation statement. For purposes of calculating Pass Through Costs, Sublandlord shall be entitled to rely conclusively on Master Landlord’s determination of estimated and actual Additional Rent. 4.4. Subtenant also shall pay, within thirty (30) days after written notice by Sublandlord, any other fees, charges or other sums payable with respect to the Sublease Premises (collectively, “Deferred Rent AmountOther Charges”) until for: (a) any excess or after hours utility consumption within the expiration Sublease Premises; (b) any excess, after hours or supplemental heating, ventilating or air conditioning service supplied to the Sublease Premises; (c) any services or benefits supplied to the Sublease Premises at Subtenant’s request (or with Subtenant’s acquiescence; provided that Subtenant has been advised of such additional charge) for which Master Landlord reserves any right to impose a fee or charge separate from the Pass Through Costs; (d) any reimbursement of Master Landlord or Sublandlord for taxes on personal property, equipment and fixtures located in or about the Sublease Premises during the Sublease Term; (e) any damage to the Building resulting from the negligence or intentional misconduct or breach of this Sublease by Subtenant or Subtenant’s agents, employees, contractors or invitees; (f) damages recoverable due to a default under the Master Lease which is the result of any Default or failure of performance by Subtenant under this Sublease; and (g) any other costs or expenses due from Subtenant to Sublandlord under this Sublease. 4.5. All Rent shall be paid to Sublandlord or to such other person or such other place as Sublandlord may from time to time designate in writing. If any Rent is not paid when due, Subtenant acknowledges that Sublandlord will incur additional administrative expenses and costs which are difficult or economically impractical to ascertain. In addition to any late charges and interest payable under the Master Lease, if Subtenant fails to pay any undisputed amount hereunder within ten (10) days after notice that the same is due, Subtenant shall pay an administrative charge to Sublandlord equal to the greater of $250 or five percent (5%) of the Term delinquent amount. Neither demand for nor receipt of any late charge called for under this Sublease shall (i) operate to waive any default by Subtenant or provide a substitute for Subtenant’s full and timely performance of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay Rent, or (ii) limit the Deferred Rent Amount shall be excusedexercise of any other right or remedy Sublandlord may have under this Sublease in case of Subtenant’s default. 4.6. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms Subtenant shall have the meanings defined below:right, not more than once annually, with at least thirty (30) days’ prior notice to Sublandlord, to review the books and records of Sublandlord with respect to services provided under the Facilities Agreement and the Pass-Through Costs and Other Charges. Sublandlord shall make such books and records available at a place reasonably convenient to both Sublandlord and Subtenant. Such audit shall be conducted at Subtentant’s sole cost and expense unless the audit reveals that Subtenant was overcharged by more than ten percent (10%), in which event, Sublandlord shall pay for the cost of the audit (up to the amount of the overcharge). Subtenant acknowledges that it will not have the right to review the books and records of Master Landlord and that Sublandlord shall be under no obligation to do so on Subtenant’s behalf.

Rent. ▇. ▇▇▇▇▇▇ shall pay as rental for the Premises, in advance, an amount equal to twenty-five hundred dollars and 00/100 (a$2,500.00) Paragraph 3(b) annually during the term of the Current Lease, ("Base Rent"). Base Rent shall increase 3% annually during the term of the Lease. Lessor reserves the right to change rental rates as conditions warrant. Billing or acceptance by Lessor of any rental shall not imply a definite term or otherwise restrict either party from canceling this Lease as provided herein. Either party hereto may assign any receivables due it under this Lease; provided, however, such assignments shall not relieve the assignor of any of its rights or obligations under this Lease. All rent and other monetary payments under this Lease from Lessee to Lessor shall be delivered solely to the following address: BNSF Railway Company PO Box 676160 Dallas, TX 75267-6160 B. Lessee acknowledges that Lessor utilizes the rental collection system involving direct deposit of monies received through a financial institution selected by Lessor, which precludes Lessor's ability to exercise rejection of a rental payment before ▇▇▇▇▇▇'s check is cashed. ▇▇▇▇▇▇ agrees that as a condition of Lessor granting this Lease Lessee hereby waives any rights it may have under law to force continuation of this Lease due to Lessor having accepted and cashed Lessee's rental remittance. Lessor shall have the option of rejecting ▇▇▇▇▇▇'s payment by refunding to Lessee the rental amount paid by ▇▇▇▇▇▇, adjusted as set forth in this Lease, and enforcing the termination provisions of this Lease. C. Lessee shall pay the Base Rent and all additional amounts due pursuant to Section 9 as and when the same become due and payable, without demand, set-off, or deduction. Lessee's obligation to pay Base Rent and all amounts due under this Lease is hereby deleted an independent covenant and amended no act or circumstance, regardless of whether such act or circumstance constitutes a breach under this Lease by Lessor, shall release Lessee of its obligation to pay Base Rent and restated to provide all amounts due as follows:required by this Lease. D. If any Base Rent or any payment under Section 9 or any other payment due by Lessee hereunder is not paid within five (b5) For each of days after the lease years beginning April 1date the same is due, 2011 and April 1, 2012 Lessor may assess Lessee a late fee (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue "Late Fee") in an amount equal to 5% of the Base Rent amount which was not paid when due to compensate Lessor for Adjustment PurposesLessor's administrative burden in connection with such late payment. In addition to said Late Fee, increased Lessee shall pay interest on the unpaid sum from the due date thereof to the date of payment by one half Lessee at an annual rate equal to (i) the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be greater of (1a) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b)period January 1 through June 30, the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent prime rate last published in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided The Wall Street Journal in the schedule below preceding December plus two and one-half percent (without any CPI Adjustment to such amounts in the schedule2 1/2%), and defer payment of for the difference between Minimum Annual Rent calculated period July 1 through December 31, the prime rate last published in accordance with this paragraph and Minimum Annual Rent as set forth The Wall Street Journal in the schedule preceding June plus two and one- half percent (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b2 1/2%), or (b) twelve percent (12%), or (ii) the following terms shall have the meanings defined below:maximum rate permitted by law, whichever is less.

Rent. (a) Paragraph 3(bSubtenant shall pay to Sublandlord rent (“Fixed Rent”) at the rate of $362,180.00 per annum from the Current Lease is hereby deleted and amended and restated to provide as follows:Commencement Date through the Expiration Date, payable in advance in equal monthly installments of $30,181.67. (b) For Monthly installments of Fixed Rent shall be paid in advance in equal monthly installments on the first day of each month of the lease years beginning April 1Term. If the Commencement Date shall not be the first day of a month, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Fixed Rent shall accrue in an amount equal to the Base be prorated on a per diem basis. The installment of Fixed Rent for Adjustment Purposesthe calendar month in which the Expiration Date occurs shall be prorated on a per diem basis if the Expiration Date does not occur on the last day of the month. (c) Fixed Rent and all other amounts (“Additional Rent;” together with Fixed Rent, increased collectively “Rent” or “rent”) payable by one half Subtenant to Sublandlord under the CPI Adjustmentprovisions of this Sublease shall be paid promptly when due, but without notice or demand therefor, and without deduction, abatement, counterclaim or setoff. Fixed Rent and Additional Rent shall be paid to Sublandlord in no event shall lawful money of the Minimum Annual Rent for either United States at the office of Sublandlord or such year be other place (1or by wire) less as Sublandlord may designate from time to time. No payment by Subtenant or receipt by Sublandlord of any lesser amount than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant amount stipulated to be paid hereunder shall be permitted to pay deemed other than on account of Minimum Annual the earliest stipulated Fixed Rent or Additional Rent; nor shall any endorsement or statement on any check or letter be deemed an accord and satisfaction, and Sublandlord may accept any check or payment without prejudice to Sublandlord’s right to recover the sums as provided balance due or to pursue any other remedy available to Sublandlord. Any provisions in the schedule below Prime Lease incorporated herein by reference (without any CPI Adjustment whether capitalized or lower case) referring to such amounts “fixed rent,” “annual rent,” “base rent,” “rent,” ,”additional rent,” “escalations,” “payments” or “charges” or words of similar import shall be deemed to refer to Fixed Rent and Additional Rent due under this Sublease. (d) Notwithstanding anything to the contrary contained herein, so long as (i) Subtenant shall not be in the schedule), default hereunder and defer payment (ii) Prime Landlord has waived $30,181.67 of the difference between Minimum Annual fixed annual rent under the Prime Lease pursuant to Section 4(a) of the First Amendment, the Fixed Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in payable by Subtenant hereunder (but not any Additional Rent) shall be abated for the schedule (hereinafter “Deferred Rent Amount”) until the expiration first month of the Term in the amount of the Lease as extended $30,181.67. Subtenant acknowledges that if this Sublease shall terminate due to a default by Subtenant hereunder or if this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount Sublease shall be excused. The parties agree that upon rejected in the occurrence case of an Event of Defaulta bankruptcy, the Deferred foregoing abated Fixed Rent Amount shall be included as part of the unpaid rent immediately due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:payable.

Rent. (a) Paragraph 3(b) As consideration for the use and enjoyment of the Current Assets, the Lessee has the unconditional obligation to pay to the Lessor the Total Rent specified in the Lease Exhibits, within the terms and in the amounts set forth in the Payment Schedule. Since the term of the leases referred to in the exhibit to this lease is hereby deleted a Fixed Term, the Lessee shall pay the full amount of rent in accordance with the provisions of Articles 2463 and amended 2464 of the CCF. In addition, the Lessee agrees to pay to the Lessor related financial charges provided in each Lease Exhibit, if any, including without limitation Expenses, insurance or surety bond premiums, deductibles, taxes, etcetera. The Lessee shall pay Rent and restated to provide applicable related financial charges as follows: (b) For a. By payment of Rent on the dates indicated in the Payment Schedule included in each Lease Exhibit; b. The Lessor shall issue and send to the Lessee the invoices corresponding to each Rent in accordance with the Payment Schedule set forth in the Lease Exhibits, to the address of the lease years beginning April 1latter or through the email address(es) indicated in the Lease Exhibits, 2011 under the heading “Email”, as indicated by the Lessee for such purpose, at the option of the Lessor and April 1, 2012 (in accordance with the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent provisions of applicable tax laws in effect for at the preceding year, nor (2) greater than $1,384,000.00 per year. For time that the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 invoice in question is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. issued; c. Notwithstanding the foregoing, during each year sending of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums invoices as provided in the schedule below (without any CPI Adjustment paragraph above, the Lessee shall pay the respective Rent to such amounts the Lessor as indicated in the schedule), applicable Payment Schedule; d. The Lessee agrees to pay the Lessor VAT on the amount of Rent and defer payment on those other items or amounts for which such tax is incurred at the applicable rate under applicable tax provisions. Prepayments of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent Consideration will not be subject to any penalty, will remain as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendmentcredit balance, without the occurrence right to request reimbursement or refund thereof, and may be applied pursuant to Clause Nine of an Event of Default by Tenantthis Agreement. If prepayments are intended to settle the Consideration, at such payments will be applied monthly on the due date, hence such prepayments will not generate any invoice, and the Lessor will only be required to issue the invoice for the Consideration and/or charges generated in the month in which time Tenant’s obligation to pay the Deferred Rent Amount shall be excusedthey are collected. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part Prepayments will bear any interest in favor of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:Lessee.

Rent. Section 4.1 Tenant shall pay to Landlord, without notice, demand, offset or deduction, in lawful money of the United States of America, at Landlord’s Address for Payment, or at such other place or in such other manner as Landlord shall designate in writing from time to time: (a) Paragraph 3(bthe Base Rent in equal monthly installments, in advance, on the first day of each calendar month during the Term, and (b) the Additional Rent, at the respective times required hereunder. If the Commencement Date falls on a date other than the first day of a calendar month, the Rent due for such fractional month shall be prorated on a per diem basis for the portion of such fractional month falling within the Term. Notwithstanding anything contained in this Lease to the contrary and provided no monetary or material non-monetary Event of Default exists hereunder, Tenant shall not be obligated to pay Base Rent or Tenant’s Operating Costs Payment due for the period beginning on March 1, 2006 and continuing through June 30, 2007. The total amount of Base Rent and Tenant’s Operating Costs Payment abated hereunder is collectively referred to herein as the “Abated Rent”. If at any time during the forgoing abatement period, a monetary or material non-monetary Event of Default has occurred under this Lease, then in addition to all other rights, powers and remedies available to Landlord under this Lease, the abatement of Base Rent and Tenant’s Operating Cost Payment provided to Tenant in this Section 4.1 shall terminate upon written notice from Landlord and Tenant shall pay all Base Rent and Tenant’s Operating Cost Payment which would have accrued and been paid after such termination of the abatement (but for the abatement herein permitted) as and when they become due. Notwithstanding the foregoing, in the event that such monetary or material non-monetary Event of Default is thereafter cured in accordance with the terms of this Lease, the foregoing abatement shall resume such that Tenant receives (when added to any abatement already received hereunder) a full sixteen (16) months of abatement of Base Rent and Tenant’s Operating Cost Payment. If Landlord fails to review and approve the Plans or Tenant’s Contractors within the timeframes specified in Exhibit D and/or if Landlord fails to deliver possession of the Premises to Tenant on the date Landlord and Tenant execute this Lease and/or Landlord fails to otherwise fulfill its obligations specified in Exhibit D and such failure or failures result in a delay in the completion of the Leasehold Improvements beyond March 1, 2006, the Commencement Date shall be delayed one day for each day of delay caused by Landlord and the Abated Rent shall be revised to begin on the Commencement Date and continue for sixteen (16) full months thereafter. Section 4.2 All installments of Rent not paid within five (5) days after their due date shall be subject to a late charge of five percent (5%) of the Current Lease is hereby deleted and amended and restated to provide as follows: (b) For each amount of the lease years beginning April 1late payment and, 2011 and April 1in addition, 2012 all installments of Rent not paid on their due date shall bear interest from the date due until paid at a rate per annum (the “Carryover PeriodInterest Rate”), respectively, Minimum Annual Rent shall accrue in an amount ) equal to the Base Rent for Adjustment Purposesgreater of (i) twelve percent (12%) or (ii) four percent (4%) above the prime rate of interest (the “Prime Rate”) from time to time publicly announced by BankOne, increased by one half the CPI Adjustmenta national banking association, but or any successor thereof; provided, in no event shall the Minimum Annual Rent for either such year be (1) less than Interest Rate exceed the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes maximum rate of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010interest then permitted by applicable law. Notwithstanding the foregoing, during each year the first time Tenant fails to pay Rent within five (5) days of the Carryover Perioddate such payment is due during any twelve (12) month period during the Term, Landlord shall provide Tenant with one (1) Business Day prior written notice before imposing the late charge and interest provided in this Section 4.2. Section 4.3 Tenant shall pay to Landlord, at the same time as Tenant is required to pay Base Rent, an amount equal to all federal, state and local gross proceed taxes, privileges taxes, sales taxes, value added taxes, or similar taxes (collectively, “Rent Taxes”) now or hereafter levied or assessed upon any Rent or other payment, or the payment or receipt thereof, or which Landlord will be required to pay as a result of its receipt of Tenant’s payment thereof, except that, notwithstanding any provision in this Lease to the contrary, Tenant shall not be permitted obligated to pay to Landlord any amount on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule)franchise, and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended corporation, income or net profits, excess profits, transfer, sale, gift, capital stock, inheritance, succession, estate or similar taxes if any, payable by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:.

Rent. (a) Paragraph 3(bThe Rent (specified in Section 1.1 hereof) of the Current and any additional rent or other charges payable pursuant to this Lease is hereby deleted and amended and restated shall be payable by Sublessee to provide Sublessor by mailing such rent payment to Genzyme Corporation, P.O. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (▇▇ such other place as follows:Sublessor may from time to time designate by notice to Sublessee). (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue be payable in an amount equal to advance on the Base first (1st) day of each and every calendar month during the term of this Sublease. (c) Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant any partial month shall be permitted paid by Sublessee to pay Sublessor at such rate on account a prorata basis. Other charges payable by Sublessee on a monthly basis, as hereinafter provided, shall likewise be prorated. (d) All Rent and other amounts due under this Sublease shall be made without demand, offset or deduction. Sublessee shall be entitled to a fair and equitable share of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), all abatements of rent and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as rent adjustments set forth in the schedule Prime Lease which Sublessor has been granted with respect to the Premises. (hereinafter “Deferred Rent Amount”e) until the expiration Sublessee represents and Sublessor acknowledges that, as of the Term Commencement Date and for the period of approximately six months thereafter, Sublessee expects to use the approximately 2,638 rentable square foot portion of the Lease Premises identified on Exhibit A as extended by this Amendmentthe "Expansion Space" for only limited purposes. Accordingly, without the occurrence of an Event of Default by Tenant, at which time Tenant’s Sublessor hereby agrees that Sublessee shall have no obligation to pay any rent with respect to the Deferred Rent Amount Expansion Space until May 1, 1997. From and after May 1, 1997, however, full rent shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable with respect to Landlordthe Expansion Space. After Sublessor shall provide Sublessee with such "free rent" for the Carryover PeriodExpansion Space by applying to Sublessee's rental account for each month that Sublessee qualifies for free rent, during each remaining year a credit in the amount of $8,353.67. (f) It is the intention of the Lease, Tenant parties that Rent payable by Sublessee under this Sublease shall be permitted to pay a "gross rent" that includes amounts on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment base rent, utilities, operating expenses and real estate taxes payable by Sublessee to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:Sublessor; i.

Rent. During the Term, Lessee shall pay to Lessor in lawful money of the United States of America which shall be legal tender for the payment of public and private debts, without offset or deduction, the amounts determined by this Section 3.1 as monthly "Minimum Rent." Payments of monthly Minimum Rent shall be paid in advance on or before the first (1st) day of each calendar month and shall be made either (i) via wire transfer to an account as Lessor may from time to time designate in writing or (ii) via Lessee's check therefor made payable to Lessor (or such other Person as Lessor may direct from time to time in writing) and delivered to Lessor's address for notices as provided in Article XXXIV (or such other address as Lessor may designate from time to time in writing). (a) Paragraph 3(b) Commencing on the Commencement Date and continuing through the expiration of the Current first (1st) Lease is hereby deleted Year of the Fixed Term, Lessee shall pay to Lessor as monthly "Minimum Rent" for each Facility the amounts allocated to and amended set forth opposite such Facility on Exhibit B attached hereto and restated to provide as follows:incorporated herein by this reference. The first installment of monthly Minimum Rent for each Facility shall be paid on or before the Commencement Date. (b) For The monthly "Minimum Rent" payable during the first (1/st/) Lease Year of each Extended Term, if any, for each Facility shall be the greater of (i) the then current monthly Fair Market Value Midpoint Rental for such Facility and (ii) the monthly Allocated Minimum Rent payable for such Facility for the last Lease Year of the lease years beginning April 1immediately preceding Term. Following the commencement of each Extended Term, 2011 and April 1, 2012 (the “Carryover Period”), respectively, parties shall execute an amendment to this Lease confirming the monthly Allocated Minimum Annual Rent shall accrue in an amount equal to payable for each Facility during the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be first (1/st/) less than Lease Year of such Extended Term and replacing the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. schedule set forth on Exhibit B with a new schedule Exhibit B. Notwithstanding the foregoing, during each year the failure of Lessor to prepare or the failure of Lessee to so execute and deliver any such amendment shall not affect Lessor's determination of the Carryover Period, Tenant shall matters to be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:confirmed thereby.

Rent. Sublessee shall pay to Sublessor, at such place sublessor may from time to time designate, as monthly rental a sum equal to forty-two percent (a) Paragraph 3(b42%) of the Current monthly rental payable by Sublessor to Landlord under the Master Lease is hereby deleted and amended and restated for the leased facilities, payable in advance starting on the Commencement Date on the 15th day of each month thereafter during the term of the Sublease. Regardless of whether Sublessee ceases to provide occupy portion of the Premises during the term of the Sublease, Sublessee shall be obligated to pay the full rental amount set above until the Sublease terminates or expires, provided, however, that at such time as Sublessee vacates ten thousand (10,000) square feet or more of the Premises, Sublessor shall adjust the monthly rental payable by Sublessee to Sublessor, one time only, as follows: (b) For each of : Commencing on the lease years beginning April 1next day that rent under Sublease becomes due after Sublessee vacates the premises as described above, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent Sublessee shall accrue in an amount pay to Sublessor as monthly rental a sum equal to the Base Rent product of 1) the monthly rental payable by Sublessor to Landlord under the Master Lease for Adjustment Purposesthe leased premises and 2) the quotient of a) the remaining number of square feet of the Premises being occupied by Sublessee and b) the square footage of the Common Areas. Further, increased Sublessee shall pay twenty-five percent (25%) of all utility charges incurred with respect to the leased facilities during the term of the Sublease upon demand by one half Sublessor. In addition, the CPI Adjustmentparties agree to share common area maintenance and general operating costs, including, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding yearnot limited, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year to maintenance of the Carryover PeriodHVAC system, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule)janitorial services, and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendmentother such costs, without the occurrence of on an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:equitable basis.

Rent. Sublessee shall pay to Sublessor rent for the Subleased ---- Premises equal to all rent payable by Sublessor under the Prime Lease (a) Paragraph 3(b) excluding rent payable pursuant to Rider No. 2 of the Current Lease is hereby deleted Prime Lease) multiplied by a fraction with the numerator being the number of rentable square feet in the Subleased Premises and amended and restated to provide as follows: (b) For each the denominator being the total number of rentable square feet of the lease years beginning April Premises under the Prime Lease (excluding space leased pursuant to Rider No. 2 of the Prime Lease) ("Sublessee's Share"). Sublessee's Share of base rent payable to Sublessor shall be the monthly sum of $31,291.30 payable in advance on the first day of each month, commencing with the first payment on _____________, 1999 and continuing on the first day of each calendar month thereafter until September 1, 2011 1999, on which date such monthly sum shall be increased to $32,982.72 and April 1such sum shall be payable to Sublessor on the first day of each calendar month thereafter without demand so long as this Sublease remains in effect. The rent due for any fractional month during the term of this Sublease shall be prorated based on the number of days in such month. Sublessee shall pay as additional rent Sublessee's Share of operating expenses and any other payment of rent or other payments required to be made by Sublessor under the terms of the Prime Lease. Additionally, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in Sublessee agrees to pay to Sublessor an amount equal to Sublessee's Share of Sublessor's total expenses for security services incurred with respect to the Base Rent Premises under the Prime Lease. The initial monthly payment for Adjustment Purposes, increased by one half security services shall be $2,841.59. Such sum shall be payable on the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year due date of the Carryover Period, Tenant first monthly installment of rent payable to Sublessor under this Sublease and security expenses for fractional months shall be permitted to pay on account of Minimum Annual Rent the sums as provided prorated. Upon any change in the schedule below (without any CPI Adjustment to cost of security services, Sublessor shall notify Sublessee of such amounts change and Sublessee shall pay Sublessee's Share of such revised amount from the date of change in the schedule), cost of such services and defer payment of Sublessee shall pay to Sublessor the difference between Minimum Annual Rent calculated in accordance with revised monthly amount for security services. All sums payable by Sublessee to Sublessor pursuant to this paragraph and Minimum Annual Rent Paragraph 3 are hereinafter referred to as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:"rent."

Rent. Sub-Sublandlord shall be responsible for the timely payment of Base Monthly Rent and Additional Rent under the Sublease and otherwise complying with the obligations of Sub-Sublandlord under the Sublease before and during the Sub-Sublease Term. Sub- Subtenant shall pay to Sub-Sublandlord the following as Sub-Sublease rent hereunder: 5. Sublease Term Rent; Rent Commencement Date. Beginning on the Sub- Sublease Rent Commencement Date, and continuing during the Sub-Sublease Term, Sub- Subtenant shall pay to Sub-Sublandlord, as sublease rent (a“Monthly Sub-Sublease Rent”) Paragraph 3(b) and in lieu of the Current Lease is hereby deleted and amended and restated to provide as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Base Monthly Rent shall accrue in an amount equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule Sublease, in lawful money of the United States of America, without any deduction, offset, prior notice or demand, in advance on the first business day of each month of the Sub-Sublease Term from the Sub-Sublease Rent Commencement Date through the Sublease Expiration Date, the amount of $[**] (hereinafter based on a rental rate of $[**] per rentable square foot of the Subleased Premises), plus Sub-Subtenant’s Share (as defined below) of Additional Rent (as defined in the Sublease) required under the Sublease with respect to the Subleased Premises in and for the Sublease Term, excluding only utility usage and janitorial services, any late fees, damages or penalties arising from Sublandlord’s breach of the Master Lease (other than those, if any, resulting from Subtenant’s failure to comply with this Sublease), and except as otherwise provided in this Sublease. Sub-Sublandlord shall provide Sub-Subtenant any documentation actually received by Sub-Sublandlord with respect to such Additional Rent amounts and will reasonably cooperate to obtain any other documentation reasonably requested by Sub-Subtenant with respect to such Additional Rents. Notwithstanding anything to the contrary contained in this Sub-Sublease, Sub-Subtenant’s obligation for payment of Monthly Sub-Sublease Rent shall be conditionally abated for each of the initial [**] ([**]) full calendar months of the Sub-Sublease Term by [**] percent ([**]%) (“Deferred Abatement”), provided that in the event of the termination of this Sub-Sublease due to a breach by Sub-Subtenant under this Sub-Sublease, then, in addition to all other rights and remedies of Sub-Sublandlord, the amount of Monthly Sub- Sublease Rent Amounttheretofore so conditionally abated shall be immediately due and payable in full to Sub-Sublandlord (“Inducement Recapture”) until the expiration and Sub-Subtenant shall not be entitled to any further conditional abatement of the Term Monthly Sub-Sublease Rent hereunder. Such abatement shall apply to Monthly Sub-Sublease Rent only and shall not relieve Sub-Subtenant of the Lease as extended by any other obligations under this AmendmentSub-Sublease including, without limitation, the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay Additional Rent hereunder. As used herein, “Sub-Sublease Rent Commencement Date” shall mean the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:Sub-

Rent. (a) Paragraph 3(bSublessee shall pay Sublessor during the Term of this Sublease, without offset, deduction, prior notice or demand, the Base Rent in the amount of Thirty Thousand Two Hundred and Forty-Four dollars ($30,244.00) per month (“Base Rent”), or a pro rated amount thereof for any fraction of a month; provided however, that Sublessee may defer the Current Lease is hereby deleted first two months’ Base Rent for up to 45 days each without penalty or interest, and amended and restated to provide as follows:such deferred rent shall not constitute a default under Article 4 hereof. (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal In addition to the Base Rent for Adjustment Purposes, increased provided by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be subparagraph (1a) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b2, Sublessee shall pay all additional rent and other charges imposed under the Master Lease with respect to the Sublet Premises and Sublessee’s use thereof and operations therein, including but not limited to all Operating Costs imposed under the Master Lease, (collectively, “Operating Costs”) which shall include (i) Taxes as defined in the Master Lease and pursuant to the terms and conditions of Article 5 of the Master Lease, (ii) Utilities as defined in the Master Lease and pursuant to the terms and conditions of Article 6 of the Master Lease, (iii) maintenance and repair costs as described in subparagraph A of Article 7 of the Master Lease; and (iv) insurance costs pursuant to the terms and conditions of Article 12 of the Master Lease. Operating Costs shall not include the cost of any financing or ground lease on the Premises (other than Base Rent), capital improvements to the Premises (unless approved by Sublessee in its sole discretion), management costs, or overhead. Sublessor shall request an additional payment for increased Operating Costs from Sublessee, together with evidence of the increased costs and payment of such increased costs, as Sublessee may reasonably require. Sublessee shall make payment to Sublessor within thirty (30) days of receipt of such request. (c) The Base Rent shall be paid to Sublessor at the address set forth in Section 5.2 of this Sublease, or at such other place as Sublessor may designate, in advance, three (3) Business Days prior to the first day of each and every month throughout the Term of this Sublease. (d) In addition to the Base Rent for Adjustment Purposes provided by subparagraph (a) of this Section 2, Sublessee shall pay for the lease year beginning April 1right to use all Sublessor’s office and non-factory furniture and equipment that is currently available for use on the Sublet Premises, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth on Schedule 1.3(d) hereto. Sublessee acknowledges and agrees that it has inspected such non-factory furniture and equipment and Sublessee agrees to accept same in its present condition, “as is, where is” and “with all faults.” Upon the schedule expiration or earlier termination of this Sublease, Sublessee shall deliver such non-factory furniture and equipment to Sublessor in good condition and repair, normal wear and tear excepted; provided, however, that if Sublessee exercises its option to assume the option to purchase the Premises pursuant to the Option Agreement, Sublessee shall pay Sublessor the net book value of the furniture and equipment listed on Schedule 1.3(d) hereto, determined as of the date of the exercise of such option. Factory equipment shall be subject to the terms and conditions of a lease agreement (hereinafter the “Deferred Rent AmountMaster Equipment Lease”) until the expiration of the Term of the Lease as extended by that is separate and apart from this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:Sublease.

Rent. (aA) Paragraph 3(bThroughout the Term of this Sublease, Sublessee shall pay monthly rent ("Rent") to Sublessor, which Rent is comprised of Basic Rent (as hereinafter defined) and Additional Rent (as hereinafter defined), in the Current Lease is hereby deleted and amended and restated to provide as followsfollowing amounts: (bI) For each Commencing on the later of (A) the lease years beginning April 1, 2011 thirtieth (30 the) day following the Commencement Date and April 1, 2012 (B) the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal to date upon which Tenant substantially completes Sublessee's Initial Improvements and receives a certificate of occupancy for the Base Rent for Adjustment Purposes, increased by one half the CPI AdjustmentSubleased Premises, but in no event later than April 15, 1999, Sublessee shall the Minimum Annual Rent for either such year be pay Sublessor an initial monthly basic rent (1"Basic Rent") less than the Minimum Annual Rent in effect for the preceding year, nor Subleased Premises in the amount of Two and 35/100 Dollars (2$2.35) greater than $1,384,000.00 per yearrentable square foot. For During the purposes Term of this Section 3(bSublease, the monthly Basic Rent shall increase annually in accordance with the following schedule: Monthly Basic Rent Month of Sublease Term Per Rentable Square Foot ------------------ ----------------------- 1-12 $2.35 13-24 $2.65 25-36 $2.90 37-48 $3.00 49-60 $3.10 61-expiration $3.20 (II) In addition to Basic Rent, commencing upon the Commencement Date, Sublessee shall pay to Sublessor as additional rent ("Additional Rent") Sublessee's pro rata share ("Sublessee's Pro-Rata Share") of expenses incurred by Sublessor with respect to operating expenses for the Premises (including, without limitation, costs incurred for utilities, building security and janitorial services), common area maintenance costs, taxes and assessments, costs of insurance procured by Master Lessor or Sublessor pursuant to Paragraph 12 of the Base Rent for Adjustment Purposes Master Lease, and any and all additional expenses payable by Sublessor to Master Lessor pursuant to the Master Lease. Except to the extent included in Sublessee's pro rata share of expenses payable by Sublessor to Master Lessor pursuant to the Master Lease, "Additional Rent" shall not include and Sublessee shall not have any obligation to pay for the lease year beginning April 1following: (a) costs occasioned by the gross negligence, 2011 willful misconduct or violation of any law by Sublessor or any other occupant of the Premises (other than Sublessee) or their respective agents, employees or contractors; (b) costs to correct any construction defect in the Premises or to remedy any violation of any CC&Rs or law applicable to the Premises, which violation exists on the Commencement Date; (c) leasing commissions; (d) costs of any renovation, improvement, painting or redecorating of any portion of the Premises not made available for Sublessee's exclusive or non-exclusive use; (e) costs incurred in connection with the presence of any toxic or hazardous substances (including, without limitation, asbestos and "PCB's") which are now or hereafter become regulated by any governmental authority or agency thereof ("Hazardous Materials"), except to the extent caused by Sublessee or its agents, employees, contractors or invitees; (f) interest, charges and fees incurred on Sublessor's debt; and (g) costs which could properly be capitalized under generally accepted accounting principles, except to the extent amortized over the useful life of the capital item in question. Sublessor and Sublessee hereby agree that Sublessee's Pro-Rata Share shall be the quotient derived by dividing the number of rentable square feet of the Subleased Premises by 133,500. To the extent that Sublessor notifies Sublessee that any items constituting Additional Rent are due and payable under the Master Lease on a monthly basis, such Additional Rent shall be paid by Sublessee to Sublessor as and when Basic Rent is $1,194,350.40paid. To the extent that such items constituting Additional Rent are billed from time to time to Sublessor by Master Lessor, being the Minimum Annual such Additional Rent in effect for the prior lease year beginning April 1shall be paid by Sublessee to Sublessor within seven (7) days after Sublessee's receipt from Sublessor of an invoice therefor, 2010and Sublessor shall thereupon promptly remit such Additional Rent to Master Lessor. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant Sublessee shall not be permitted required to pay on account any Additional Rent or perform any obligation that is (i) fairly allocable to any period of Minimum Annual Rent time prior to the sums Commencement Date or to any period after the expiration or sooner termination of this Sublease or (ii) payable as provided in a result of a default by Sublessor of any of its obligations under the schedule below (without Master Lease, which default is not caused by Sublessee. In addition, Sublessee shall not be required to pay for any CPI Adjustment to such amounts in the schedule), and defer payment portion of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as taxes set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration Paragraph 13 of the Term Master Lease levied or assessed on (i) the value of any leasehold improvements, alterations or additions made by or for the account of Sublessor or (ii) the value of Sublessor's personal property located on the Premises, unless such leasehold improvements, alterations, additions or personal property are used for the benefit of, or available for the non-exclusive use of, Sublessee. (B) Except that the first installment of Rent shall be paid upon execution of this Sublease, Rent shall be payable to Sublessor in lawful money of the Lease as extended by this AmendmentUnited States, in advance, without prior notice, abatement, demand, or offset, on or before the occurrence first day of an Event of Default by Tenanteach calendar month during the term hereof. If any rental period does not constitute a full calendar month, at which time Tenant’s obligation to pay the Deferred then Rent Amount for that month shall be excused. The parties agree that prorated on a daily basis based upon the occurrence of an Event of Default, the Deferred calendar month. All Rent Amount shall be included paid to Sublessor at the address specified for notice to Sublessor in SECTION 22, below, or at such other place as part Sublessor may designate by notice to Sublessee. (C) In the event of any damage, casualty, or condemnation affecting the unpaid rent due and Subleased Premises, Rent payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant by Sublessee shall be permitted abated hereunder, but only to pay on account of Minimum Annual Rent the sums as provided in extent that rent under the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:Master Lease is abated.

Rent. (a) Paragraph 3(b) All rents, fees and charges, including, without limitation, payments of minimum or base rents, fixed monthly rents, additional rents, retroactive rents, operating cost pass-through, rent escalations, percentage rents, sign revenues, other receipts, operating expenses of the Current Lease is hereby deleted Property, tenant expenses, taxes, assessments, electricity and amended other utilities, common area maintenance and restated services, other escalation charges and other amounts due Seller pursuant to provide as follows: the Leases or due Seller with respect to the Property generally or otherwise payable under the Leases (b) For each all of the lease years beginning April 1, 2011 and April 1, 2012 (foregoing may hereinafter be collectively referred to as "Rents") shall be prorated as of the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal Close of Escrow. Subject to the Base Rent for Adjustment Purposesprovisions below, increased by one half Rents delinquent at the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes Close of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant Escrow shall be permitted prorated to pay on account the Close of Minimum Annual Rent Escrow when collected. Rents collected within twelve (12) months after the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment Close of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount Escrow shall be excused. The parties agree that upon the occurrence deemed to apply (after deduction of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent costs for collections) first to Rents currently or past due and payable to LandlordBuyer for the period after Close of Escrow from tenants making such payments, and second to Rents which are due and payable to Seller for the period prior to Close of Escrow from tenants making such payments. After Buyer shall at all times for twelve (12) months after the Carryover PeriodClose of Escrow, during each remaining year continue to invoice tenants for all Rents which are delinquent or unpaid as of the LeaseClose of Escrow or which otherwise belong to Seller pursuant to this Agreement. Rents collected by Buyer after the Close of Escrow, Tenant to which Seller is entitled under this Paragraph, shall be promptly paid over, in cash, to Seller after deduction of any reasonably incurred collection costs but otherwise without offset or deduction. Seller reserves the rights to all delinquent or past due Rents owing to Seller for periods prior to the Close of Escrow and Buyer acknowledges that such Rents are the property of Seller and are hereby specifically reserved by Seller. Such reservation by Seller and the foregoing rights of Seller shall survive the Close of Escrow, the recordation of the Deed and the execution, delivery and recordation of the Lease Assignment (defined below) and shall supersede any provision herein or in the Lease Assignment tothe contrary. Seller may proceed to institute any and all legal proceedings to which it is legally entitled to recover such amounts from such tenants, except that Seller shall not be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment institute legal proceedings for unlawful detainer against such tenants or to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:seek to terminate their Leases.

Rent. (a) Paragraph 3(b) Tenant shall pay to Landlord "Base Rental" throughout the Term in monthly installments as set forth in the Basic Lease Information attached hereto, due and payable upon the first day of each and every month during the Term, without any further notice from, or demand by Landlord and without any offset or deduction whatsoever, in lawful money of the Current United States of America, at the address set forth in the Basic Lease Information attached hereto or elsewhere as designated from time to time by Landlord's written notice to Tenant. Tenant shall also pay to Landlord all charges and other amounts whatsoever as provided in this Lease ("Additional Charges"); and such Additional Charges shall be payable to Landlord at the place where the Base Rental is hereby deleted payable and amended Landlord shall have the same remedies for a default in the payment of Additional Charges as for a default in the payment of Base Rental. If the Commencement Date should occur on a day other than the first day of a calendar month, or the Expiration Date should occur on a day other than the last day of a calendar month, then the Base Rental and restated to provide as follows:Additional Charges for such fractional month shall be prorated on a daily basis. (b) For each Tenant recognizes that late payment of any Base Rental or Additional Charges will result in additional administrative expense to Landlord and will impair Landlord's ability to meet its obligations with respect to the lease years beginning April 1Building and otherwise, 2011 the exact extent of which additional expense and April 1impairment will be extremely difficult or impractical to determine. Tenant therefore agrees that if any Base Rental or Additional Charges remain unpaid for a period of five (5) days after the date the same is due, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent amount of such unpaid Base Rental or Additional Charges shall accrue be increased by a late charge to be paid to Landlord by Tenant in an amount equal to ten percent (10%) of the amount of the past due Base Rent Rental and/or Additional Charges. The amount of the late charge to be paid to Landlord by Tenant on any delinquent Base Rental and/or Additional Charges shall be reassessed and added to Tenant's obligation for Adjustment Purposes, increased each successive monthly period accruing after the date on which the late charge is initially imposed until such late charge and all delinquent Base Rental and Additional Charges have been paid in full by one half Tenant. Tenant agrees that such amount is a reasonable estimate of the CPI Adjustment, but loss and expense to be suffered by Landlord as a result of any such late payment by Tenant. The provisions of this Paragraph 3(b) in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year way relieve Tenant of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay Base Rental or Additional Charges on or before the Deferred Rent Amount shall be excused. The parties agree that upon date on which they are due, nor do the occurrence terms of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable this Paragraph 3(b) in any way affect Landlord's remedies pursuant to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided Paragraph 18 in the schedule below (without event any CPI Adjustment to such amounts in Base Rental or Additional Charges are unpaid after the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:date due.

Rent. Subtenant shall pay to Sublandlord as “Monthly Base Rent” the following amounts: (ai) Paragraph 3(bduring the first two (2) years of the Current Lease is hereby deleted and amended and restated to provide as follows: (b) For each of the lease years beginning April 1Term, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal to [*] payable by Sublandlord under the Base Rent for Adjustment PurposesMaster Lease; and (ii) thereafter, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding yearremainder of the Term, nor (2) greater than $1,384,000.00 per year. For Subtenant shall pay to Sublandlord, [*] payable by Sublandlord under the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010Master Lease. Notwithstanding the foregoingimmediately previous sentence or anything to the contrary contained herein, (x) if a Subtenant Default occurs during each year the first 2-years of the Carryover PeriodTerm, Tenant the Monthly Base Rent payable by Subtenant shall be permitted increase to pay on account of Minimum Annual Rent [*]; and (y) if a Subtenant Default occurs after the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment initial two years of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in Term, Subtenant shall, within thirty (30) days of Sublandlord’s written demand, pay to Sublandlord an amount equal to [*] multiplied by the schedule (hereinafter “Deferred Rent Amount”) number of days elapsed from the Commencement Date until the expiration date on which Subtenant’s Default occurred, but not to exceed a total of [*], as well as all unpaid and accrued rental amounts. The foregoing sentence shall not limit and the Sublandlord shall have available to it all other non-monetary remedies available to it pursuant to Section 13.2 of the Master Lease. As used herein, “Subtenant Default” shall mean a default by Subtenant hereunder that continues beyond any applicable grace, notice and cure periods. Subtenant agrees to commence paying an amount equal to [*] in advance for the first month of the Term on the Commencement Date and to make rent payments thereafter on the first day of each month during the remaining Term of this Sublease. All rental amounts hereunder for any partial month will be prorated on the basis of the actual number of days elapsed. Except as expressly permitted in this Sublease, all rental amounts hereunder shall be payable to Sublandlord without notice, demand, deduction, offset or abatement in lawful money of the United States of America at ▇.▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ or to such other person or at such other address as Sublandlord may designate in writing. If any Monthly Base Rent or Additional Rent is not received by Sublandlord from Subtenant within five (5) days of the later of (i) when due or (ii) after written notice to Subtenant that the same has not been received by Sublandlord (provided such notice for late payment has not previously been given in the preceding twelve months), then Subtenant shall immediately pay to Sublandlord a late charge equal to the lesser of any penalties, default interest charges or other similar costs computed based on the delinquent amount actually incurred by Sublandlord under the Master Lease by reason of Subtenant’s late payment or [*] percent ([*]%) of such delinquent rent, as extended by this Amendmentliquidated damages for Subtenant’s failure to make timely payment. If any rent remains delinquent for a period in excess of thirty (30) days then, without in addition to such late charge, Subtenant shall pay to Sublandlord interest on any rent that is not paid when due at the occurrence Agreed Interest Rate following the date such amount became due until paid. This paragraph shall not be deemed to grant Subtenant an extension of an Event of Default by Tenant, at time within which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without or prevent Sublandlord from exercising any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:other right or remedy.

Rent. (a) Paragraph 3(bSubtenant shall pay to Sublandlord a base rent ("Base Rent") of the Current Lease is hereby deleted and amended and restated to provide as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal to Subtenant's Share (as defined below) of the "Basic Rent" and all "Supplemental Rent" (as such terms are defined in the Prime Lease) and all other amounts due from Sublandlord under the Prime Lease (without duplication of amounts constituting "Operating Expenses", as defined below). Subtenant acknowledges and agrees that Basic Rent under the Prime Lease is payable twice yearly (currently every March 1 and every September 1), and Supplemental Rent and other amounts due from Sublandlord under the Prime Lease are payable on demand. (b) The Base Rent shall be payable by Subtenant to Sublandlord [on a reimbursement basis] [in advance]. Subtenant shall pay to Sublandlord, within ten (10) days of delivery by Sublandlord of an invoice therefor, the Base Rent hereunder accrued through the immediately preceding payment date for Base Rent. If any payments are estimated or adjusted after payment, then at [the end of any calendar year] if Subtenant has paid to Sublandlord an amount in excess of Base Rent for such period, Sublandlord shall reimburse to Subtenant any such excess amount (or shall apply any such excess amount to any amount then owing to Sublandlord hereunder, and if none, to the next due installment or installments of Base Rent due hereunder, at the option of Sublandlord), or if Subtenant has paid to Sublandlord less than the Base Rent for Adjustment Purposessuch period, increased by one half the CPI Adjustment, but in no event Subtenant shall the Minimum Annual Rent for either pay to Sublandlord any such year be deficiency within ten (110) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of days after Subtenant receives an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:invoice therefor.

Rent. On the date that Tenant executes this Lease, Tenant shall deliver ---- to Landlord the original executed Lease, the Base Rent (a) Paragraph 3(b) which shall be applied against the Rent payable for the first month Tenant is required to pay Base Rent), the Security Deposit, and all insurance certificates evidencing the insurance required to be obtained by Tenant under Section 12 of this Lease. Tenant agrees to pay Landlord, without prior notice or demand, or abatement, offset, deduction or claim, the Base Rent described on Page 1, payable in advance at Landlord's address shown on Page 1 on the first day of each month throughout the term of the Current Lease is hereby deleted and amended and restated to provide as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal Lease. In addition to the Base Rent for Adjustment Purposesset forth on Page 1, increased Tenant shall pay Landlord in advance and on the first (1st) day of each month throughout the term of this Lease (including any extensions of such term), as Additional Rent Tenant's share, as set forth on Page 1, of Operating Expenses, Tax Expenses, Common Area Utility Costs, and Utility Expenses, and Administrative Expenses all in the manner as specified in Sections 6.1, 6.2, 6.3, 6.4 and 7 of this Lease, respectively. Additionally, Tenant shall pay to Landlord as Additional Rent hereunder, immediately on Landlord's demand therefor, any and all reasonable and actual costs and expenses incurred by one half Landlord to enforce the CPI Adjustmentprovisions of this Lease, including, but not limited to, costs associated with any proposed assignment or subletting of all or any portion of the Premises by Tenant, costs associated with the delivery of notices, delivery and recordation of notice(s) of default, attorneys' fees, expert fees, court costs and filing fees (collectively, the "Enforcement Expenses"). The term "Rent" whenever used herein refers to the aggregate of all these amounts. Except as otherwise provided in no event Addendum 1. If Landlord permits Tenant to occupy the Premises without requiring Tenant to pay rental payments for a period of time, the waiver of the requirement to pay rental payments shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes only apply to waiver of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1and Tenant shall otherwise perform all other obligations of Tenant hereunder, 2011 is $1,194,350.40including, being the Minimum Annual Rent in effect for the prior lease year beginning April 1but not limited to paying to Landlord any and all amounts considered additional rent, 2010such as Tenant's share of Operating Expenses, Tax Expenses, Common Area Utility Costs, and Utility Expenses, and Administrative Expenses. Notwithstanding the foregoingIf, during each year of the Carryover Periodat any time, Tenant is in default of or otherwise breaches any term, condition or provision of this Lease, any such waiver by Landlord of Tenant's requirement to pay rental payments shall be permitted null and void and Tenant shall immediately pay to pay on account Landlord all rental payments waived by Landlord. The Rent for any fractional part of Minimum Annual Rent a calendar month at the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term commencement or termination of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount term shall be excuseda prorated amount of the Rent for a full calendar month based upon a thirty (30) day month. The parties agree that upon the occurrence of an Event of Default, the Deferred prorated Rent Amount shall be included as part paid on the Commencement Date and the first day of the unpaid rent due and payable to Landlord. After calendar month in which the Carryover Perioddate of termination occurs, during each remaining year of as the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:case may be.

Rent. On the date that Lessee executes this Lease, Lessee shall deliver to Lessor the original executed Lease, the Base Rent (a) which shall be applied against the Rent payable for the first month Lessee is required to pay Base Rent), the Security Deposit, the Cleaning Deposit, and all insurance certificates evidencing the insurance required to be obtained by Lessee under Paragraph 3(b) 12 of this Lease. Lessee agrees to pay Lessor, without prior notice or demand, or abatement, offset, deduction or claim, the Base Rent described on Page 1, payable in advance at Lessor's address shown on Page 1 on the first day of each month throughout the term of the Current Lease is hereby deleted and amended and restated to provide as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal Lease. In addition to the Base Rent for Adjustment Purposesset forth on Page 1, increased Lessee shall pay Lessor in advance and on the first (1st) day of each month throughout the term of this Lease (including any extensions of such term), as additional rent Lessee's share, as set forth on Page 1, of Increases in Operating Expenses, Increases in Tax Expenses, Increases in Common Area Utility Costs, administrative expenses, Trash and Water Charge and Utility Expenses, as specified in Paragraphs 6.A., 6.B., 6.C. and 7 of this Lease, respectively. Additionally, Lessee shall pay to Lessor as additional rent hereunder, immediately on Lessor's demand therefore, any and all costs and expenses incurred by one half Lessor to enforce the CPI Adjustmentprovisions of this Lease, including, but in no event not limited to, costs associated with any proposed assignment or subletting of all or any portion of the Premises by Lessee, costs associated with the delivery of notices, delivery and recordation of notice(s) of default, attorneys' fees, expert fees, court costs and filing fees (collectively, the "Enforcement Expenses"). The term "Rent" whenever used herein refers to the aggregate of all these amounts. If Lessor permits Lessee to occupy the Premises without requiring Lessee to pay rental payments for a period of time, the waiver of the requirement to pay rental payments shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes only apply to waiver of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1and Lessee shall otherwise perform all other obligations of Lessee hereunder, 2011 including, but not limited to paying to Lessor any and all amounts considered additional rent, such as Lessee's share of Increases in Operating Expenses, Increases in Tax Expenses, Increases in Common Area Utility Costs, Trash and Water Charge, Utility Expenses, and administrative expenses. If, at any time, Lessee is $1,194,350.40in default of or otherwise breaches any term, being the Minimum Annual Rent in effect for the prior lease year beginning April 1condition or provision of this Lease, 2010. Notwithstanding the foregoing, during each year any such waiver by Lessor of the Carryover Period, Tenant Lessee's requirement to pay rental payments shall be permitted null and void and Lessee shall immediately pay to pay on account Lessor all rental payments waived by Lessor. The Rent for any fractional part of Minimum Annual Rent a calendar month at the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term commencement or termination of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount term shall be excuseda prorated amount of the Rent for a full calendar month based upon a thirty (30) day month. The parties agree that upon the occurrence of an Event of Default, the Deferred prorated Rent Amount shall be included as part paid on the Commencement Date and the first day of the unpaid rent due and payable to Landlord. After calendar month in which the Carryover Perioddate of termination occurs, during each remaining year of as the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:case may be.

Rent. (a) Paragraph 3(b) a. Except as otherwise expressly provided in this Sublease, commencing on and as of the Current Lease is hereby deleted Commencement Date, and amended and restated continuing throughout the term of this Sublease, Subtenant shall pay to provide Tenant, as follows: rent, base rent (bthe "BASE RENT") For each in accordance with the schedule set forth below as part of this subsection. Unless Tenant instructs Subtenant otherwise in writing, Subtenant shall make such payments in advance on or before the first (1st) day of the lease years beginning April 1month. Subtenant shall make such payments without notice, 2011 and April 1demand, 2012 (the “Carryover Period”)abatement, respectivelydeduction, Minimum Annual Rent shall accrue in an amount equal to the Base Rent for Adjustment Purposescounterclaim, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per yearor setoff. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. BASE RENT SCHEDULE Notwithstanding the foregoing, during each year of the Carryover Period, Tenant Subtenant shall be permitted entitled to pay on account an abatement of Minimum Annual Base Rent for sixty (60) days following the sums as provided in Commencement Date. b. Electrical service supplied to the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be Premises for normal office usage is included as part of Base Rent. In the unpaid event Subtenant shall use electricity in excess of normal office usage, as reasonably determined by Tenant, Subtenant shall pay to Tenant the cost of such excess service within thirty (30) days after Tenant has delivered to Subtenant an invoice therefor. As used in this subsection 5(b), "normal office usage" shall mean usage of electricity by Subtenant as the same occupant density as in Tenant's Premises and for office operations and equipment substantially similar to Tenant's office operations and equipment. Tenant may determine the amount of such additional consumption by a survey of standard or average tenant usage of electricity in the Tenant's Premises performed by a reputable consultant selected by Tenant and reasonably approved and paid for by Subtenant. c. Under this Sublease, payments of Base Rent constitute payments of rent. Any other payments that are required to be paid by Subtenant to Tenant under this Sublease shall be deemed to be additional rent payable hereunder by Subtenant to Tenant, and shall, unless otherwise expressly provided in this Sublease, be due and payable on the later to Landlord. After occur of that date (i) which is ten (10) days after Subtenant's receipt of an invoice therefor from Tenant, or (ii) on which the Carryover Period, during each remaining year next payment by Subtenant of Base Rent is due. d. The late payment provisions of the Main Lease shall apply to any payments that are deemed hereunder to be rent and that arrive later than the last day on which rent may be paid by Tenant under the Main Lease without incurring a late payment penalty or other charge of any kind under the Main Lease, Tenant . e. Base Rent for the first month of the term shall be permitted paid upon execution of this Sublease. If the term of this Sublease begins or ends on any day other than the first day of a calendar month, then all amounts to pay be paid by Subtenant to Tenant under this Sublease for the resulting fractions of a full calendar month shall be prorated on account of Minimum Annual Rent the sums a per diem basis. f. Except as otherwise expressly provided in the schedule below (without any CPI Adjustment this Sublease, all payments to such amounts be made by Subtenant pursuant to this Sublease shall be made to Tenant in the schedule). For the purpose of this Section 3(b)United States legal tender and addressed to Liberty Mutual Insurance Company, the following terms shall have the meanings defined below:Attn: Senior Manager, Financial Analysis, Corporate Real Estate, Mail Stop 01F, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

Rent. Tenant agrees to pay to Landlord at the office of the managing agent (a) Paragraph 3(bthe Manager) of the Current Lease beneficiaries of Landlord (the "Beneficiaries), or at such other place designated by Landlord, without any prior demand therefor and without any deduction whatsoever, (except as herein permitted), base rent at the initial monthly rate specified in Subsection l.01H ("Monthly Base Rent). Monthly Base Rent is hereby deleted subject to adjustment pursuant to Sections 4.02 and amended 6.03, and restated as adjusted is hereinafter called "Adjusted Monthly Base Rent". Unless otherwise provided to provide as follows: (b) For the contrary in this Lease, Adjusted Monthly Base Rent shall be paid monthly in advance on the first day of each month of the lease years Term. Tenant shall not be obligated to pay Rent for the first 3 months and 5 days of the term hereof with the obligation to commence the payment of Rent beginning April 1, 2011 and April 1, 2012 (on the “Carryover Period”), respectively, Minimum Annual sixth day of the fourth month of the term. The first installment of Rent shall accrue in an amount equal be paid by Tenant to Landlord on the Commencement Date. Adjusted Monthly Base Rent for Adjustment Purposesshall be prorated f or partial months within the Term. All charges, increased costs and sums required to be paid by one half the CPI Adjustment, but Tenant to Landlord under this Lease in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the addition to Adjusted Monthly Base Rent for Adjustment Purposes for the lease year beginning April 1shall be deemed additional rent, 2011 is $1,194,350.40, being the Minimum Annual and Adjusted Monthly Base Rent and additional rent shall hereinafter be collectively called "Rent." Tenant's covenant to pay Rent shall be independent of every other covenant in effect for the prior lease year beginning April 1, 2010this Lease. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual a late charge for delinquent Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph the provisions of Section 26.01. In addition to the Premises demised hereunder, during the term hereof and Minimum Annual Rent as set forth any option term, Landlord hereby leases to Tenant and Tenant hereby accepts from Landlord space in the schedule basement of the Building which: Ci) comprises 2,000 square feet; (hereinafter “Deferred Rent Amount”ii) until shall be used solely for purposes of storage in connection with Tenant's business within the Premises; and (iii) location shall be mutually agreed upon by Landlord and Tenant prior to the Commencement Date and enclosed by the Landlord, at its expense .("Original. Storage Space"). Tenant may, at its sole option, to be exercised by the 'delivery of a written notice to the Landlord at least 180 days prior to the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining third year of the Term of this Lease, rent an additional 3,000 square feet in the basement for purposes of storage to be designated by Landlord at the time of the exercise of the option with the understanding that such space (the "Option Storage Space") need not be contiguous to the Original Storage Space. The Landlord will enclose the Original Storage Space and Option Storage Space, at its expense, and construct such demising walls and doors necessary in order for Tenant to secure its personal property therein. The annual rent for the Original Storage Space shall be permitted $12,000.00 for the term and option terms, if any, payable in equal monthly installments at the time Monthly Base Rent is due under the terms of this Lease. The annual rent for the Option Storage Space for the term and option terms, if any, shall be a "Market Rent" which is defined herein as the bona fide annual rent per square foot of net rentable area being offered by Landlord to pay on account of Minimum Annual Rent the sums as provided prospective tenants for space in the schedule below basement for a lease term commencing on or after the date rent is to begin for the Option Storage Space (without any CPI Adjustment to such amounts in the schedule"Option Rent"). For The annual Option Rent shall be paid in equal monthly installments payable at the purpose time of and with Monthly Base Rent. In no event shall rent payable for the Original Storage Space and Option Storage Space have an effect on or be adjusted by Section 4.02 of this Section 3(b), the following terms shall have the meanings defined below:Lease.

Rent. 1.1 Tenant shall pay to Landlord the following amounts as rent for the Premises: (a) Paragraph 3(b) of During the Current Lease is hereby deleted and amended and restated Term, Tenant shall pay to provide Landlord, as follows:monthly rent, the base rent specified in the Basic Lease Information (the “Base Rent”). (b) For During each calendar year or part thereof during the Lease Term, Tenant shall pay to Landlord, as additional rent, Tenant’s Percentage Share (as hereinafter defined) of all Operating Expenses (as hereinafter defined) paid or incurred by Landlord in such calendar year. (c) During each calendar year or part thereof during the lease years beginning April 1Lease Term, 2011 Tenant shall pay to Landlord, as additional rent, Tenant’s Percentage Share of all Property Taxes (as hereinafter defined) paid or incurred by Landlord in such calendar year. (d) During each calendar year or part thereof during the Lease Term, Tenant shall pay to Landlord, as additional rent, the actual cost incurred by Landlord with respect to all electricity, chilled water, air conditioning, gas, fuel, steam, heat, light, power and April 1other utilities consumed within the Premises, 2012 as more particularly described herein (all such costs payable by Tenant pursuant to this section 3.1(d) shall be referred to as “Tenant’s Monthly Utility Charge”, and all such amounts shall constitute rent hereunder). (i) All electricity directly serving the Premises (“Carryover PeriodDirect Electrical Costs”) shall be metered or submetered and Tenant shall pay, as monthly rental, the actual cost (without mark up by Landlord) of all such Direct Electrical Costs either to Landlord as a reimbursement, or, at Landlord’s election, as a payment directly to the entity providing such electricity. Such payments to Landlord of Direct Electrical Costs shall be made within thirty (30) days of Landlord’s delivery of an invoice to Tenant therefor. (ii) With respect to all utility costs for the Premises other than Direct Electrical Costs (collectively, “Other Utility Costs”), respectivelyLandlord shall have the right, Minimum Annual from 1131701.06/SF372493-00050/1-31-20/pwn/pwn -4- time to time, to equitably allocate some or all of such Other Utility Costs among different portions or occupants of the Building (“Cost Pools”), in Landlord’s reasonable discretion. Such Cost Pools may include, but shall not be limited to, office space tenants, residential space occupants, and retail space tenants of the Building. The utility costs within each such Cost Pool shall be allocated and charged to the tenants within such Cost Pool in an equitable manner (without markup by Landlord). (e) Throughout the Lease Term, Tenant shall pay, as additional rent, all other amounts of money and charges required to be paid by Tenant under this Lease, whether or not such amounts of money and charges are otherwise designated “additional rent.” As used in this Lease, “rent” shall mean and include all Base Rent, all additional rent and all other amounts payable by Tenant in accordance with this Lease. 1.2 The additional rent payable pursuant to sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof shall be calculated and paid in accordance with the following procedures: (a) On or before the first day of each calendar year during the Lease Term, or as soon thereafter as practicable, Landlord shall give Tenant written notice of Landlord’s estimate of the amounts payable under sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof for the ensuing calendar year. On or before the first day of each month during such ensuing calendar year, Tenant shall pay to Landlord, as monthly rent, one-twelfth of such estimated amounts. If such notice is not given for any calendar year, Tenant shall continue to pay on the basis of the prior calendar year’s estimate until the month after such notice is given. If at any time it appears to Landlord that the amounts payable under sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof for the current calendar year will vary from Landlord’s estimate, Landlord may, by giving written notice to Tenant, revise its estimate for such calendar year. If Landlord delivers its estimate after the first day of a calendar year, or if Landlord revises its estimate for a calendar year, then subsequent payments by Tenant for such calendar year shall be based on such late or revised estimate, as the case may be, with an appropriate adjustment to the amount of such subsequent payments such that, prior to the end of such calendar year or portion thereof during the Lease Term, Tenant shall have paid Landlord’s entire estimate of the amounts payable under sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof for such calendar year. (b) Within a reasonable time after the end of each calendar year, Landlord shall give Tenant a written statement of the amounts payable under sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof for such calendar year certified by Landlord. If such statement shows an amount owing by Tenant that is less than the estimated payments for such calendar year previously made by Tenant, Landlord shall credit the excess to the next succeeding monthly installments payable under sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof. If such statement shows an amount owing by Tenant that is more than the estimated payments for such calendar year previously made by Tenant, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of such statement. Failure by Landlord to give any notice or statement to Tenant under this section 3.2 shall not waive Landlord’s right to receive, and Tenant’s obligation to pay, the amounts payable by Tenant under sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof. During the Lease Term, but in no event more often than once in any one (1) year period, Tenant or its authorized employee or representative shall have the right to inspect the books of Landlord relating to Operating Expenses and Property Taxes, after giving reasonable prior written notice to Landlord and during the business hours of Landlord at Landlord’s office in the Building or at such other location as Landlord may designate, for the purpose of verifying the information in such statement; provided that, if Tenant utilizes an independent accountant to perform such review, then such accountant shall be one of national standing which is reasonably acceptable to Landlord and is not compensated on a contingency basis; and provided further that Tenant shall have no right to inspect such books pertaining to any given period more than one hundred eighty (180) days after Landlord shall have delivered the written statement pertaining to such period. If ▇▇▇▇▇▇ wishes to dispute an amount shown on the annual statement, Tenant shall give Landlord written notice of such dispute within one hundred eighty (180) days after ▇▇▇▇▇▇’s receipt of the annual statement. If Tenant does not give Landlord such notice within such time, Tenant shall have waived its right to dispute the annual statement. Promptly after the receipt of 1131701.06/SF372493-00050/1-31-20/pwn/pwn -5- such written notice from Tenant, Landlord and Tenant shall endeavor in good faith to resolve such dispute. If such efforts do not succeed, ▇▇▇▇▇▇ shall have the right to cause a nationally recognized independent certified public accountant designated by Tenant, to be paid on an hourly and not a contingent fee basis, to audit the items questioned by Tenant in its original notice contesting the annual statement, provided that Tenant (i) notifies Landlord in writing of Tenant’s intention to exercise such audit right within thirty (30) days after the relevant initial written notice from Tenant to Landlord with respect to such dispute, (ii) actually begins such audit within thirty (30) days after the notice from Tenant to Landlord advising Landlord that Tenant will require an audit (provided that such 30-day period within which the audit must be commenced shall be extended by the length of any delay in the commencement of the audit that is caused by Landlord) and (iii) diligently pursues such audit to completion as quickly as reasonably possible. ▇▇▇▇▇▇▇▇ agrees to make available to ▇▇▇▇▇▇’s auditors, at Landlord’s office in San Francisco and/or at Landlord’s office in the Building (at Landlord’s sole option), the books and records relevant to the audit for review and copying, but such books and records may not be removed from Landlord’s offices. Tenant shall bear all costs of such audit, including Landlord’s actual copying costs and personnel costs, if any incurred in connection with such audit (provided that, prior to incurring any personnel costs in connection with any such audit, Landlord shall advise Tenant of Landlord’s anticipated personnel costs so that Tenant may, at Tenant’s option, modify Tenant’s activities with regard to such audit in order to preclude the need for Landlord to incur such personnel costs), except that, if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Operating Expenses of five (5%) or more, and Landlord’s auditors concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by a court of competent jurisdiction or such other dispute resolution mechanism as to which the parties mutually agree in writing), then Landlord shall bear all costs of the audit. If the agreed or confirmed audit shows an underpayment of Operating Expenses by ▇▇▇▇▇▇, Tenant shall pay to Landlord, within thirty (30) days after the audit is agreed to or confirmed, the amount owed to Landlord, and, if the agreed or confirmed audit shows an overpayment of Operating Expenses by ▇▇▇▇▇▇, Landlord shall reimburse Tenant for such overpayment within thirty (30) days after the audit is agreed to or confirmed. Notwithstanding anything to the contrary set forth above, ▇▇▇▇▇▇’s audit rights under this section 3.2(b) shall be conditioned upon (i) Tenant having paid the total amounts billed by Landlord under this Article 3 within the time stipulated herein for payment (including, without limitation, the contested amounts) and (ii) Tenant executing, prior to the commencement of the audit, a confidentiality agreement in form and substance reasonably satisfactory to Landlord in which Tenant shall agree to keep confidential, and not disclose to any other party, the results of any such audit or any action taken by Landlord in response thereto. (c) If the Lease Term ends on a day other than the last day of a calendar year, the amounts payable by Tenant under sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof applicable to the calendar year in which the end of the term occurs shall be prorated on the basis which the number of days from the commencement of such calendar year to and including the date on which the end of the term occurs bears to three hundred sixty-five (365). Termination of this Lease shall not affect the obligations of Landlord and Tenant pursuant to section 3.2(b) hereof to be performed after such termination. 1.3 Tenant shall pay all monthly installments of Base Rent and monthly installments of Landlord’s estimates of amounts payable under sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof (collectively, “Monthly Rent”) to Landlord, in advance, on or before the first day of each and every calendar month during the Lease Term, without notice, demand, deduction or offset except as otherwise expressly set forth in this Lease, in lawful money of the United States of America. Landlord instructs Tenant to pay all such Monthly Rent to the address specified therefor in the Basic Lease Information, or to such other person or at such other place as Landlord may from time to time designate in writing. Landlord shall accrue have the right to apply payments received from Tenant pursuant to this Lease, regardless of Tenant’s designation of such payments, to satisfy any obligations of Tenant hereunder, in such order and amounts as Landlord, in its sole discretion, may elect. If ▇▇▇▇▇▇’s obligation to pay Base Rent hereunder commences on a day other than the first day of a calendar month, or if the Lease Term terminates on a day other than the last day of a calendar month, then the Base Rent payable for 1131701.06/SF372493-00050/1-31-20/pwn/pwn -6- such partial month shall be appropriately prorated on the basis of a thirty (30)-day month. Upon signing this Lease, Tenant shall pay to Landlord an amount equal to the Base Rent for Adjustment Purposesthe first full calendar month of the Term in which monthly Base Rent is payable, increased by one half the CPI Adjustment, but in no event which amount Landlord shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), apply to the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:first full calendar month.

Rent. The Sublessee covenants and agrees to pay to the Sublessor, or as the Sublessor may in writing direct, in lawful money of Canada, without any claim, setoff, compensation or deduction whatsoever, the aggregate of the following sums: (a) Paragraph 3(bdollars ($) being rent in respect of each year or part of a year of the Current Lease is hereby deleted Term as set out in Schedule C and amended and restated to provide as follows:payable in advance on the date of this Sublease; and (b) For each Additional Rent, which shall be payable as and when required pursuant to the terms and conditions of this Sublease. The Sublessor has been advised by its legal counsel that the sublease of the lease years beginning April 1, 2011 Leased Premises is not subject to Harmonized Sales Tax (“HST”) or the proposed Goods and April 1, 2012 Services Tax (the “Carryover PeriodGST”) (herein “GST/HST”), respectively, Minimum Annual Rent shall accrue in an amount equal . If it is determined that the disposition by the Sublessor to the Base Sublessee of the sublease interest in the Leased Premises is subject to GST/HST, the Lessor will pay the GST/HST provided that the Sublessee promptly executes and returns, at no cost to the Sublessor, any and all documents required by the Sublessor, to assign and transfer to the Sublessor any New Housing Rebate that might apply in respect of the sublease of the Leased Premises. The Sublessee hereby irrevocably assigns and transfers to the Sublessor any New Housing Rebate, or refund, or reduction of GST/HST to which Sublessee may be entitled, and authorizes the Sublessor and its agents to apply for and collect any such rebate, refund or reduction. The Sublessor irrevocably appoints the Sublessee and the Sublessee’s authorized signatories as attorney of the Sublessee to execute, on behalf of the Sublessee, all such documents. If it is determined that the Sublessee’s use of the Leased Premises results in Rent being subject to GST/HST, the Sublessee will pay to the Sublessor such GST/HST amounts, when due, as Additional Rent. Any purported set off, withholding or deduction of Rent by the Sublessee shall be deemed to be a breach of this Sublease, and entitle the Sublessor, at its option, to exercise any right or remedy available to it pursuant to this Sublease or at law. The Sublessee will have no right to a refund of, and the Sublessor will not be liable to the Sublessee for Adjustment Purposesrefunding, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual any Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For event of the purposes termination of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:Sublease.

Rent. (a) Paragraph 3(b) 4.1 The rent payable by Subtenant for the Sublease Premises shall consist of the Current Lease is hereby deleted and amended and restated to provide as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal to the Base Rent for Adjustment Purposesunder Section 4.2, increased the Pass Through Costs under Section 4.3 and the Other Charges under Section 4.4. Base Rent, Pass Through Costs, Other Charges and any other sums payable by one half Subtenant under this Sublease are collectively referred to as “Rent.” Subtenant’s covenant to pay Rent shall be independent of every other covenant in this Sublease. Checks shall be sent to a/c #77-20068, Siebel Systems, Inc., Lockbox# 7203, Bank of America, 7▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless otherwise modified in writing by Sublandlord. 4.2 Subject to Subtenant’s right to the CPI AdjustmentAbated Base Rent pursuant to Section 4.7 below, but beginning on the Commencement Date and continuing thereafter on the first day of each calendar month during the Term, Subtenant shall pay to Sublandlord, in no event shall advance, and without notice, demand, deduction or offset, the Minimum Annual monthly Base Rent for either such year be (1) less specified in Section 1.7. If the Commencement Date is a day other than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes first day of this Section 3(b)a calendar month, the Base Rent for Adjustment Purposes the month in which the Commencement Date occurs will be prorated, based on a thirty (30) day month. Subtenant shall pay the fifth full month’s Base Rent on the Execution Date, subject to Subtenant’s right to the Abated Base Rent provided for in Section 4.7 of this Sublease. 4.3 Commencing as of January 1, 2006 and continuing throughout the Term, Subtenant also shall pay an amount equal to Subtenant’s Share of all amounts payable by Sublandlord under the Master Lease as “Operating Expenses”, insofar as applicable to the period encompassed by the Term and to the extent such amounts exceed the amounts payable as Operating Expenses for the lease base year beginning April 2005 (collectively, “Pass Through Costs”). To the extent Pass Through Costs are payable on a monthly estimated basis, the Operating Expenses with respect thereto shall be paid as and when Base Rent is due in an amount based on Master Landlord’s estimate and/or Sublandlord’s reasonable estimate; and upon any reconciliation of estimated and actual Pass Through Costs, the corresponding Pass Through Costs shall be adjusted between Sublandlord and Subtenant (with appropriate reimbursements or additional payments) within twenty (20) days after delivery to Subtenant of any reconciliation statement. For purposes of calculating Pass Through Costs, Sublandlord shall be entitled to rely conclusively on Master Landlord’s determination of estimated and actual Operating Expenses and shall be under no obligation to audit or verify the same. Commencing as of January 1, 2011 is $1,194,350.402006, being within a reasonable time following written request by Subtenant, Sublandlord shall provide Subtenant with a copy of the Minimum Annual Rent in effect results of any audit conducted by Sublandlord with respect to Operating Expenses payable pursuant to the Master Lease and a copy of any annual statement of Operating Expenses provided by Master Landlord for the prior lease calendar year beginning April 1, 2010. Notwithstanding the foregoing, during each 2005 and/or any subsequent calendar year of the Carryover PeriodTerm, Tenant shall be permitted provided that Subtenant’s right to pay on account receive the result of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated audits in accordance with this paragraph Section shall be subject to any confidentiality requirements and Minimum Annual limitations of Master Landlord. 4.4 Throughout the Term, Subtenant also shall pay, within five (5) days after written notice, any other fees, charges or other sums payable with respect to the Sublease Premises (collectively, “Other Charges”) for: (a) excess or after hours utility consumption within the Sublease Premises; (b) excess, after hours or supplemental heating, ventilating or air conditioning service supplied to the Sublease Premises; (c) services or benefits supplied to the Sublease Premises at Subtenant’s request (or with Subtenant’s acquiescence) for which Master Landlord reserves any right to impose a fee or charge separate from the Pass Through Costs; (d) to reimburse Master Landlord or Sublandlord for taxes on personal property, equipment and fixtures located in or servicing the Sublease Premises during the Term; (e) to pay for any damage to the Building resulting from the act or omission of Subtenant or Subtenant’s agents, employees or invitees, subject to the subrogation provisions of Section 8.2 herein; and (f) amounts recoverable due to a default under the Master Lease which is the result of any Default or failure of performance by Subtenant under this Sublease. Sublandlord shall not assess any additional charge with respect to any of the Other Charges described in clauses (a), (b), (c) or (d) above. 4.5 All Rent shall be paid to Sublandlord or to such other person or such other place as set forth Sublandlord may from time to time designate in writing. If any Rent is not paid when due, Subtenant acknowledges that Sublandlord will incur additional administrative expenses and costs which are difficult or economically impractical to ascertain. Subtenant shall pay an administrative charge to Sublandlord equal to five percent (5%) of the delinquent amount for each thirty (30) days such payment is overdue. Neither demand for nor receipt of any late charge called for under this Sublease shall (i) operate to waive any default by Subtenant or provide a substitute for Subtenant’s full and timely performance of the obligation to pay Rent, or (ii) limit the exercise of any other right or remedy Sublandlord may have under this Sublease in case of Subtenant’s default. 4.6 In the event of any casualty or condemnation affecting the Sublease Premises, Rent payable by Subtenant shall be proportionately abated, but only as to the portion of the Sublease Premises damaged or taken and only to the extent that Rent payable by Sublandlord is abated or reduced with respect to such portion of the Sublease Premises. In addition, in the schedule event that Sublandlord receives an abatement of rent under the Master Lease as a result of an Essential Services Interruption pursuant to Section 15 of the Master Lease and the Sublease Premises is an Affected Area, Rent payable by Subtenant shall be proportionately abated, but only as to the portion of the Sublease Premises comprising an Affected Area. Subtenant shall have no right to terminate this Sublease in connection with any casualty or condemnation except to the extent that the Master Lease also is terminated as to the Sublease Premises. 4.7 Notwithstanding anything in this Sublease to the contrary, so long as Subtenant is not in default under this Sublease beyond any applicable notice and cure period, Subtenant shall be entitled to an abatement of Base Rent with respect to the Sublease Premises, as originally described in this Sublease, in the amount of $44,121.80 per month for four (hereinafter “Deferred Rent Amount”4) until full calendar months of the expiration Term, commencing with the first full calendar month of the Term (the “Abatement Period”). The maximum total amount of Base Rent abated with respect to the Sublease Premises in accordance with the foregoing shall equal $176,487.20 (the “Abated Base Rent”). Notwithstanding anything to the contrary set forth herein, Subtenant shall not be entitled to receive an Abated Base Rent during the continuance of an uncured default under this Sublease, provided that Subtenant’s right to receive such Abated Base Rent shall resume when and if such default is cured and Subtenant shall be entitled to a credit in the amount of the Lease then remaining and unapplied portion of the Abated Base Rent against the next installment(s) of Base Rent until such time as extended by this Amendment, without Subtenant has been credited with the occurrence full amount of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred such unapplied Abated Base Rent. Only Base Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Defaultabated pursuant to this Section 4.7, the Deferred Rent Amount as more particularly described herein, and all other Pass Through Costs and Other Charges, if any, shall be included remain as part of the unpaid rent due and payable pursuant to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose terms of this Section 3(b), the following terms shall have the meanings defined below:Sublease.

Rent. (a) Paragraph 3(b) A. LESSEE agrees to pay as rent for the aforesaid premises and residence privileges the sum of $9,038.00. Said sum shall be paid by LESSEE to ▇▇▇▇▇▇▇▇ University, as LESSOR’S designated collection/billing agent for housing rent and late fees, in accordance with ▇▇▇▇▇▇▇▇ University’s published invoicing and payment schedule. There will be a $30.00 service charge for any check returned by the bank for any reason. LESSEE agrees to pay the amount of the Current Lease is hereby deleted returned check plus service charge within 3 days. Upon LESSEE’S breach of any term hereunder, payments due hereunder are accelerated and amended become immediately due and restated owing directly to provide as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent LESSOR. Service fees shall accrue in an amount equal to the Base Rent be deemed unpaid rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of the five (5) day statutory notice requirement for unpaid rent. Any payments received from LESSEE shall first be applied to service charges and utilities owed from the LESSEE to LESSOR hereunder. LESSEE hereby authorizes ▇▇▇▇▇▇▇▇ University by inserting his or her initials following this Section 3(b)paragraph to apply eligible funds received by LESSEE pursuant to Federal Student Aid (FSA) programs to the rent due under this paragraph. LESSEE may cancel or modify this authorization at any time in writing with notice to LESSOR. By signing this Lease, LESSEE is responsible for his or her financial obligations under this Lease. LESSEE’S failure to meet the Base Rent LESSEE’S financial obligations pursuant to this Lease may result in the LESSEE being administratively dis-enrolled from ▇▇▇▇▇▇▇▇ University pursuant to the University Student Disclosure Statement a copy of which LESSEE acknowledges receipt of and furthermore any delinquent accounts may be turned over to an attorney or collection agency by LESSOR, with additional attorney fees and/or collection costs incurred by the LESSOR to be added to the LESSEE’S account. ▇▇▇▇▇▇▇▇ University is the authorized collection/billing agent for Adjustment Purposes The ▇▇▇▇▇, LLC for rent and late fees only. LESSEE shall pay utilities as provided below, and shall pay the LESSOR (The ▇▇▇▇▇, LLC) the security deposit as provided below. B. THIRD PARTY GUARANTY ▇. ▇▇▇▇▇▇ restricts occupancy to individuals enrolled at ▇▇▇▇▇▇▇▇ University. Any exception to this must be granted in writing by The ▇▇▇▇▇ management. Payment of rent by third parties shall not give third party any constructive or possessory rights to the leased premises. D. Withdrawal or suspension from the University shall not terminate the obligation of LESSEE hereunder and LESSEE shall be liable for the lease year beginning April 1, 2011 aforesaid rents unless said space is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010leased to another resident by LESSOR or unless LESSEE provides a SUB-LESSEE suitable to LESSOR as here below provided. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant No refund shall be permitted to pay on account made of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:pre-paid rent.

Rent. (a) On the date that Lessee executes this Lease, Lessee shall deliver to Lessor the original executed Lease, the Security Deposit, and all insurance certificates evidencing the insurance required to be obtained by Lessee under Paragraph 3(b) 12 of this Lease. Lessee agrees to pay Lessor, without prior notice or demand, or abatement, offset, deduction or claim, except as otherwise provided herein, the Base Rent described on Page 1, payable in advance at Lessor's address shown on Page 1 on the first day of each month throughout the term of the Current Lease is hereby deleted and amended and restated to provide as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal Lease. In addition to the Base Rent for Adjustment Purposesset forth on Page 1, increased Lessee shall pay Lessor in advance and on the first (1st) day of each month throughout the term of this Lease (including any extensions of such term), as additional rent Lessee's share, as set forth on Page 1, of Operating Expenses, Tax Expenses, Common Area Utility Costs, administrative expenses and Utility Expenses, as specified in Paragraphs 6.A., 6.B., 6.C. and 7 of this Lease, respectively. Additionally, Lessee shall pay to Lessor as additional rent hereunder, within thirty (30) days after Lessor's written demand therefore (which demand may be made by one half delivery of a ▇▇▇▇ or statement to Lessee), any and all out-of-pocket costs and expenses incurred by Lessor to enforce the CPI Adjustmentprovisions of this Lease, including, but in no event not limited to, costs associated with any proposed assignment or subletting of all or any portion of the Premises by Lessee, costs associated with the delivery of notices, delivery and recordation of notice(s) of default, reasonable attorneys' fees, expert fees, court costs and filing fees (collectively, the "Enforcement Expenses"). The term "Rent" whenever used herein refers to the aggregate of the Base Rent, Lessee's share of Operating Expenses, Tax Expenses, Insurance Expenses, Administrative Expenses and Utility Expenses, Enforcement Expenses and all other amounts described herein as "additional rent.". If Lessor permits Lessee to occupy the Premises without requiring Lessee to pay rental payments for a period of time, the waiver of the requirement to pay rental payments shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes only apply to waiver of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1and Lessee shall otherwise perform all other obligations of Lessee hereunder, 2011 including, but not limited to paying to Lessor any and all amounts considered additional rent, such as Lessee's share of Operating Expenses, Tax Expenses, Common Area Utility Costs, Utility Expenses, and administrative expenses. If, at any time, Lessee is $1,194,350.40in default of or otherwise breaches any term, being the Minimum Annual Rent in effect for the prior lease year beginning April 1condition or provision of this Lease, 2010. Notwithstanding the foregoing, during each year any such waiver by Lessor of the Carryover Period, Tenant Lessee's requirement to pay rental payments shall be permitted null and void and Lessee shall immediately pay to pay on account Lessor all rental payments waived by Lessor. The Rent for any fractional part of Minimum Annual Rent a calendar month at the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term commencement or termination of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount Term shall be excuseda prorated amount of the Rent for a full calendar month based upon the actual days in the month. The parties agree that upon the occurrence of an Event of Default, the Deferred prorated Rent Amount shall be included as part paid on the Commencement Date and the first day of the unpaid rent due and payable to Landlord. After calendar month in which the Carryover Perioddate of termination occurs, during each remaining year of as the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:case may be.

Rent. To the extent that the Existing Lessor has received (aor, on the next scheduled date for payment of [Rent], does receive) Paragraph 3(bfrom Lessee any amount of [Rent] payable by Lessee pursuant to the Lease that is referable to any period after the Effective Time, Existing Lessor shall arrange for such [Rent] to be paid to the New Lessor at or as soon as reasonably practicable after the Effective Time and such payment shall discharge pro tanto and without penalty the Lessee's obligation to pay the New Lessor for the relevant period. To the extent that the New Lessor has received (or, on the next scheduled date for payment of [Rent], does receive) from Lessee any amount of [Rent] payable by Lessee pursuant to the Novated Lease that is referable to any period prior to the Effective Time, the New Lessor shall arrange for such [Rent] to be paid to the Existing Lessor as soon as reasonably practicable after the Effective Time and such payment shall discharge pro tanto and without penalty the Lessee's obligation to pay the Existing Lessor for the relevant period. [With effect from the Effective Time, the current balance of the Current Lease is hereby deleted [Security Deposit] and amended and restated to provide as follows: the [Supplemental Rent] (b) For in each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided case in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”Effective Time Notice) until shall be transferred in full to the expiration New Lessor. Each party hereto agrees that with effect from the Effective Time [and subject to Clause 5.2.2 below], any claim by the Lessee for reimbursement of the Term [Security Deposit] or payment of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount [any maintenance contribution12] shall be excused. The parties agree made only against the New Lessor, and the New Lessor hereby expressly confirms that upon it shall assume such obligations with effect from the occurrence of an Event of DefaultEffective Time.13] [To the extent that the Novated Lease sets out any other lessor maintenance or similar reimbursement obligations which are not passed in their entirety to New Lessor, the Deferred Rent Amount shall a section to be included as part of the unpaid rent due and payable added to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:clearly state who assumes responsibility for those matters.]

Rent. (a) Paragraph 3(b) As annual fixed rental for the Premises, Lessee shall pay to Lessor at its office in the City of the Current Lease is hereby deleted and amended and restated to provide as follows: (b) For each of the lease years beginning April 1Duquesne at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, 2011 and April 1▇▇▇▇▇▇▇▇, 2012 (the “Carryover Period”)▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, respectively, Minimum Annual Rent shall accrue in an amount a sum equal to the Base Rent for Adjustment Purposes, increased monthly mortgage debt service related to the Premises multiplied by one half 1.1 (the CPI Adjustment, but excess of said sum over the monthly mortgage debt service is hereinafter called the "Debt Service Coverage") plus the sum of $7,559 (the "Parking Rent") payable in no event advance on the first business day of each calendar month beginning on the 1st day of the fifth full month following the Commencement Date (the "Fixed Rent") . The Debt Service Coverage shall be fixed as of the Minimum Annual Rent for either such year be (1) less than Commencement Date and remain the Minimum Annual Rent in effect for same throughout the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010Term or any renewal Term. Notwithstanding the foregoing, during each year the Parking Rent will not be payable unless and until a certificate of occupancy has been issued for the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), Parking Facilities. Lessee hereby covenants and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation agrees to pay the Deferred Fixed Rent Amount hereby reserved as and when due. Lessee further covenants and agrees to pay all sums of money, charges or other amounts required to be paid by the Lessee to the Lessor or to another person under this Lease (the "Additional Rent") in addition to the Fixed Rent provided for herein. Additional Rent shall also include the assumption by Lessee of all obligations including the maintenance obligations imposed on the lessee by URA pursuant to the Parking Lease and all costs of operating the parking facilities. The Fixed Rent and Additional Rent are sometimes hereinafter collectively referred to as the "Rent." Lessee shall be excused. The parties agree that upon in compliance with this Lease if, being directed in writing to do so, it pays the occurrence Rent, exclusive of an Event of Defaultthe Parking Rent, directly to Dollar Bank, the Deferred Rent Amount holder of the first mortgage on the Premises, as and when due. Further, Lessee shall be included in compliance with this Lease if it pays the Parking Rent to URA or its designee as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall may be permitted to pay on account of Minimum Annual Rent the sums as provided directed in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:writing by URA.

Rent. 7.1. Tenant shall pay to Landlord as Base Rent for the Premises, commencing on the date that is one (a1) Paragraph 3(bmonth and one (1) of week after the Current Lease is hereby deleted and amended and restated to provide as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 Term Commencement Date (the “Carryover PeriodRent Commencement Date”), respectivelythe sums set forth in Section 2.3, Minimum Annual subject to the rental adjustments provided in Article 8 hereof. Base Rent shall accrue be paid in an amount equal monthly installments as set forth in Section 2.3, subject to the Base Rent for Adjustment Purposesrental adjustments provided in Article 8 hereof, increased by one half each in advance on the CPI Adjustment, but in no event shall first day of each and every calendar month during the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010Term. Notwithstanding the foregoing, during each year in the event Tenant does not timely exercise its Termination Option pursuant to the provisions of Section 3.2 hereof, Base Rent and Tenant’s Adjusted Share of Operating Expenses shall be abated for one (1) month and one (1) week beginning on the sixth (6th) anniversary of the Carryover PeriodTerm Commencement Date. 7.2. In addition to Base Rent, Tenant shall pay to Landlord as additional rent (“Additional Rent”) at times hereinafter specified in this Lease (a) Tenant’s Adjusted Share (as defined below) of Operating Expenses (as defined below), (b) the Property Management Fee (as defined below), (c) sums due for consulting services provided to Tenant by Landlord at Tenant’s request if those services exceed the customary tenant-servicing efforts of Landlord in Landlord’s reasonable discretion (with Landlord having sole discretion with respect to the provision of such services (if any) and how those services will be permitted billed to Tenant, including the use of a taxable subsidiary to provide such services and ▇▇▇▇ for the same) and (d) any other amounts that Tenant assumes or agrees to pay under the provisions of this Lease that are owed to Landlord, including any and all other sums that may become due by reason of any default of Tenant or failure on account Tenant’s part to comply with the agreements, terms, covenants and conditions of Minimum Annual this Lease to be performed by Tenant, after notice and the lapse of any applicable cure periods. 7.3. Base Rent the sums as provided and Additional Rent shall together be denominated “Rent.” Rent shall be paid to Landlord, without abatement, deduction or offset, in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment lawful money of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as United States of America to the address set forth in Section 2.8 or to such other person or at such other place as Landlord may from time designate in writing. In the schedule (hereinafter “Deferred event the Term commences or ends on a day other than the first day of a calendar month, then the Rent Amount”) until for such fraction of a month shall be prorated for such period on the expiration basis of the Term number of days in the Lease as extended by this Amendment, without month and shall be paid at the occurrence of an Event of Default by Tenant, at which time then-current rate for such fractional month. 7.4. Tenant’s obligation to pay Rent shall not be discharged or otherwise affected by (a) any Applicable Laws now or hereafter applicable to the Deferred Premises, (b) any other restriction on Tenant’s use, (c) except as expressly provided herein, any casualty or taking or (d) any other occurrence, except as expressly set forth herein; and, except as expressly set forth herein, Tenant waives all rights now or hereafter existing to terminate or cancel this Lease or quit or surrender the Premises or any part thereof, or to assert any defense in the nature of constructive eviction to any action seeking to recover rent. Tenant’s obligation to pay Rent Amount shall be excused. The parties agree that upon with respect to any period or obligations arising, existing or pertaining to the occurrence of an Event of Default, period prior to the Deferred Rent Amount shall be included as part date of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year expiration or earlier termination of the LeaseTerm or this Lease shall survive any such expiration or earlier termination; provided, Tenant however, that nothing in this sentence shall be permitted in any way affect Tenant’s obligations with respect to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:other period.

Rent. Tenant agrees to pay to Landlord at the office of the managing agent (a) Paragraph 3(bthe "Manager") of the Current Lease beneficiary of Landlord (the "Beneficiary"), or at such other place designated by Landlord, without any prior notice or demand and without any deduction or set off whatsoever, base rent at the initial monthly rate stated in section l.l.H ("Monthly Base Rent"). Monthly Base Rent is hereby deleted subject to adjustment pursuant to section 22.2, and amended and restated to provide as follows: (b) For adjusted is called "Adjusted Monthly Base Rent." Adjusted Monthly Base Rent shall be paid monthly in advance on the first day of each month of the lease years beginning April 1Term, 2011 and April 1, 2012 (except that the “Carryover Period”), respectively, Minimum Annual first installment of Monthly Base Rent shall accrue in an amount equal be paid by Tenant to the Landlord upon execution of this Lease by Tenant. Adjusted Monthly Base Rent shall be prorated for Adjustment Purposespartial months within the Term. All charges, increased costs and sums required to be paid by one half Tenant to Landlord under this Lease in addition to Adjusted Monthly Base Rent shall be considered additional rent, and Adjusted Monthly Base Rent and additional rent shall be collectively called "Rent." Tenant's covenant to pay Rent shall be independent of every other covenant in this Lease. In the CPI Adjustmentevent Tenant desires to interconnect its telecommunications equipment with the telecommunications equipment of other tenants in the Building, but Tenant may, upon obtaining Landlord's written approval, which approval shall not be unreasonably withheld or delayed, do so in no event shall accordance with the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes terms and conditions of this Section 3(b)Lease, specifically including the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010terms of section 10 hereof. Notwithstanding the foregoing, during each year Landlord shall perform all work necessary to effectuate such interconnections at commercially reasonable rates and Tenant shall reimburse Landlord for the costs of such work within ten (10) business days after receipt of an invoice from Landlord for same. The pathways granted hereunder shall not be considered a part of the Carryover Period, Tenant Premises and shall be permitted to pay on account of Minimum Annual Rent the sums granted as provided in the schedule below an irrevocable license (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of except upon an Event of Default by Tenant, at hereunder) for use in common with Landlord and other tenants of the Building which time Tenant’s obligation to pay the Deferred Rent Amount license shall be excusedcoterminous with the Term of this Lease. The parties agree that upon Notwithstanding anything contained herein to the occurrence of contrary, if any license granted by Landlord to Tenant hereunder or under a Pathway Confirmation Agreement or Space Acceptance Agreement is revoked or terminated by Landlord except in connection with an Event of DefaultDefault under this Lease, Rent due under this Lease shall abat▇ ▇▇▇mencing as the Deferred Rent Amount date of such revocation and continuing until such license is restored or until Landlord has provided Tenant with substitute space in the Building. The pathway use fees shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay set forth on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:Exhibit C attached hereto.

Rent. (a) The Rent Commencement Date shall be May 1, 2004, Sublessee covenants and agrees to pay Sublessor during the term of this Sublease base rent (the “Base Rent”), without deduction or offset and without notice or demand, at the Sublessor’s address, as set forth in Paragraph 3(b) of the Current Lease is hereby deleted and amended and restated 14 hereof, or to provide such other entity or at such other place as Sublessor may from time to time designate in writing as follows:: 82 Months $ 24,800.00 $ 10.40 (b) For each In addition to Base Rent, Sublessee covenants and agrees to pay Sublessor during the term of this Sublease the following expense items (collectively, the “Additional Rent”): (a) beginning January 1, 2005, thirty three percent (33%) (“Sublessee’s Proportionate Share”) of any increase in the “Operating Expenses,” as defined in Section 4 of the lease years beginning April 1Lease, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal incurred by Sublessor pursuant to the Base Rent for Adjustment Purposesterms of the Lease, increased over the Operating Expenses incurred by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect Sublessor for the preceding yearcalendar year 2004, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent which payments shall payable by Sublessee to Sublessor in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided such amounts and in the schedule below (without any CPI Adjustment same manner as Sublessor is obligated to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent Landlord for said expenses as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration Section 4 of the Term Lease; (b) beginning on the Commencement Date, any costs, fees or charges owed or payable by Sublessee pursuant to any services provided to Sublessee by Landlord or Sublessor, whether with or without Sublessor’s permission, that are directly related to the Sublet Premises, including, but not limited to electricity, excess electricity or other utilities and any overtime HVAC charges related to the Sublet Premises; and (c) beginning on the Commencement Date, such other sums of money as shall become due and payable by Sublessor to the Landlord pursuant to the Lease due to the actions or inactions of the Lease Sublessee in default of this Sublease or the Lease. The Base Rent and Additional Rent are collectively referred to hereinafter as extended by this Amendmentthe “Rent.” Notwithstanding anything contained herein to the contrary, although Sublessee shall not be required to pay Sublessee’s proportionate share of Operating Expenses until January 1, 2005, Sublessee shall nevertheless be required to pay for any overtime charges, including, without limitation, electricity and HVAC, or any additional services used by it, as of the occurrence of an Event of Default by Tenant, at which time TenantCommencement Date. (c) Other than Sublessee’s obligation to pay the Deferred Sublessee’s share of Operating Expenses, which obligation shall commence as of January 1, 2005, all other Rent Amount shall be excusedpaid to Sublessor in advance, on the first day of each and every month throughout the Term, commencing on the Commencement Date. The parties agree If the Term shall commence or end on a day other than the first day of a month, then the monthly installments of Base Rent for the first and last partial month shall be prorated on a per diem basis. Upon the execution of this Sublease, Sublessee shall pay one monthly installment of Base Rent on account of the first full calendar month of the Term and a prorated monthly installment of Base Rent for any partial month of the Term that may precede such full calendar month, with the first such monthly payment of Rent being due and payable upon the occurrence execution and delivery hereof by Sublessee to Sublessor. If Sublessee fails to pay any installment of an Event of DefaultRent within ten (10) days after same is due, the Deferred Rent Amount such unpaid amount shall incur a five (5%) late charge, which amount shall be included as part of the unpaid rent immediately due and payable to LandlordSublessor. After Any sums not paid as required hereunder shall bear interest from the Carryover Perioddue date until paid in full at a rate equal to the lesser of (a) the highest rate announced from time to time as the prime interest rate by The Wall Street Journal plus three (3) percentage points; or (b) the maximum legal rate allowed by law. If Sublessee makes two (2) consecutive payments of Rent which are returned to Sublessor by Sublessee’s financial institution for insufficient funds, during each remaining year Sublessor may require, by giving written notice to Sublessee, that all future payments of the Lease, Tenant Rent shall be permitted made in immediately available funds by cashier’s check or by wire transfer. The foregoing is in addition to pay on account any other remedies of Minimum Annual Rent the sums as provided Sublessor hereunder, at law or in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:equity.

Rent. The parties shall Prorate all Rent. Additionally, to the extent received by Sellers prior to Closing, the following will be paid by Sellers to the Partnership at the Closing: (ai) Paragraph 3(bprepaid rent; and (ii) any and all reimbursements or escalations due under Leases (collectively the “CAM/Tax Payments”) for utilities, insurance premiums and operating expenses (including, but not limited to, real estate tax payments and special assessments (collectively, “Operating Expenses”) received by Sellers from Tenants and properly allocable to the period, from January 1 of the Current Lease is hereby deleted and amended and restated to provide as follows: (b) For each of calendar year in which the lease years beginning April 1, 2011 and April 1, 2012 Closing occurs (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent AmountClosing Year”) until the expiration Closing Date, in excess of amounts properly allocable against the CAM/Tax Payments for the Closing Year for (x) those documented amounts actually expended by Sellers for the payment of Operating Expenses during the period from January 1 of the Term Closing Year, until the Closing Date, and (y) any documented Operating Expense amounts that Sellers have become obligated prior to the Closing Date to pay and that Sellers or any Seller agree they or it will pay subsequent to the Closing Date and Sellers agrees to indemnify and hold harmless the Partnership therefrom. If any Operating Expenses shall not be ascertainable by the Closing Date, an estimate shall be made thereof based on 110% of the Lease as extended by this Amendmentmost recent bills therefor, without with a reproration immediately upon receipt of the occurrence of an Event of Default by Tenantactual bills therefor, at which time Tenant’s obligation to and Sellers will pay the Deferred Rent Amount shall be excusedPartnership, or the Partnership will pay Sellers, as the case may be, upon demand of the party entitled to such payment, any amount due such party as a result of such reproration. The parties Partnership and Sellers agree that upon to cooperate in determining the occurrence reproration of an Event of Defaultsuch Operating Expenses. The Partnership shall not be required to collect any delinquent rents due to Sellers from Tenants. Further, after the Deferred Rent Amount Closing Date, Sellers shall be included as part of not have any right to pursue legal action against Tenants (or any guarantors) who have defaulted, prior to the unpaid rent due and payable to Landlord. After Closing Date, under the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:Leases.

Rent. (a) Paragraph 3(b) A. LESSEE agrees to pay as rent for the aforesaid premises and residence privileges the sum of $10,655.00. Said sum shall be paid by LESSEE to ▇▇▇▇▇▇▇▇ University, as LESSOR’S designated collection/billing agent for housing rent and late fees, in accordance with ▇▇▇▇▇▇▇▇ University’s published invoicing and payment schedule. There will be a $30.00 service charge for any check returned by the bank for any reason. LESSEE agrees to pay the amount of the Current Lease is hereby deleted returned check plus service charge within 3 days. Upon LESSEE’S breach of any term hereunder, payments due hereunder are accelerated and amended become immediately due and restated owing directly to provide as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent LESSOR. Service fees shall accrue in an amount equal to the Base Rent be deemed unpaid rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of the five (5) day statutory notice requirement for unpaid rent. Any payments received from LESSEE shall first be applied to service charges and utilities owed from the LESSEE to LESSOR hereunder. LESSEE hereby authorizes ▇▇▇▇▇▇▇▇ University by inserting his or her initials following this Section 3(b)paragraph to apply eligible funds received by LESSEE pursuant to Federal Student Aid (FSA) programs to the rent due under this paragraph. LESSEE may cancel or modify this authorization at any time in writing with notice to LESSOR. [LESSEE’S INITIALS]. By signing this Lease, LESSEE is responsible for his or her financial obligations under this Lease. LESSEE’S failure to meet the Base Rent LESSEE’S financial obligations pursuant to this Lease may result in the LESSEE being administratively dis- enrolled from ▇▇▇▇▇▇▇▇ University pursuant to the University Student Disclosure Statement a copy of which LESSEE acknowledges receipt of and furthermore any delinquent accounts may be turned over to an attorney or collection agency by LESSOR, with additional attorney fees and/or collection costs incurred by the LESSOR to be added to the LESSEE’S account. ▇▇▇▇▇▇▇▇ University is the authorized collection/billing agent for Adjustment Purposes The ▇▇▇▇▇, LLC for rent and late fees only. LESSEE shall pay utilities as provided below, and shall pay the LESSOR (The ▇▇▇▇▇, LLC) the security deposit as provided below. B. THIRD PARTY GUARANTY ▇. ▇▇▇▇▇▇ restricts occupancy to individuals enrolled at ▇▇▇▇▇▇▇▇ University. Any exception to this must be granted in writing by The ▇▇▇▇▇ management. Payment of rent by third parties shall not give third party any constructive or possessory rights to the leased premises. D. Withdrawal or suspension from the University shall not terminate the obligation of LESSEE hereunder and LESSEE shall be liable for the lease year beginning April 1, 2011 aforesaid rents unless said space is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010leased to another resident by LESSOR or unless LESSEE provides a SUB-LESSEE suitable to LESSOR as here below provided. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant No refund shall be permitted to pay on account made of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:pre-paid rent.

Rent. (a) Paragraph 3(b) of On the Current Lease is hereby deleted and amended and restated date that Tenant executes this Lease, Tenant shall deliver to provide as follows: (b) For each of Landlord the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b)original executed Lease, the Base Rent for Adjustment Purposes (which shall be applied against the Rent payable for the lease year beginning April 1, 2011 first month Tenant is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted required to pay on account Base Rent), the Security Deposit, and all insurance certificates evidencing the insurance required to be obtained by Tenant under Section 12 of Minimum Annual this Lease. Tenant agrees to pay Landlord, without prior notice or demand, or abatement, offset, deduction or claim, the Base Rent the sums as provided specified in the schedule below (without any CPI Adjustment to such amounts Basic Lease Information, payable in advance at Landlord's address specified in the schedule), Basic Lease Information on the Commencement Date and defer payment thereafter on the first (1st) day of each month throughout the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration balance of the Term of the Lease. In addition to the Base Rent set forth in the Basic Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the LeaseInformation, Tenant shall be permitted pay Landlord in advance on the Commencement Date and thereafter on the first (1st) day of each month, as set forth in Section 6.3 hereof, throughout the balance of the Term of this Lease, as Additional Rent, Tenant's Share of Operating Expenses, Tax Expenses, Common Area Utility Costs, and Utility Expenses. Tenant shall also pay to Landlord as Additional Rent hereunder, immediately on Landlord's demand therefor, any and all costs and expenses incurred by Landlord to enforce the provisions of this Lease, including, but not limited to, costs associated with the delivery of notices, delivery and recordation of notice(s) of default, attorneys' fees, expert fees, court costs and filing fees (collectively, the "Enforcement Expenses"). The term "Rent" whenever used herein refers to the aggregate of all these amounts. If Landlord permits Tenant to occupy the Premises without requiring Tenant to pay on account rental payments for a period of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b)time, the following terms waiver of the requirement to pay rental payments shall have only apply to waiver of the meanings defined below:Base Rent and Tenant shall otherwise perform all other obligations of Tenant required hereunder. The Rent for any fractional part of a calendar month at the commencement or termination of the Lease term shall be a prorated amount of the Rent for a full calendar month based upon a thirty (30) day month. The prorated Rent shall be paid on the Commencement Date and the first day of the calendar month in which the date of termination occurs, as the case may be.

Rent. The Sublessee covenants and agrees to pay to the Sublessor, or as the Sublessor may in writing direct, in lawful money of Canada, without any claim, set-off, compensation or deduction whatsoever, the aggregate of the following sums: (a) Paragraph 3(b dollars ($) being rent in respect of each year or part of a year of the Current Lease is hereby deleted Term as set out in Schedule C and amended and restated to provide as follows:payable in advance on the date of this Sublease; and (b) For each Additional Rent, which shall be payable as and when required pursuant to the terms and conditions of this Sublease. The Sublessor has been advised by its legal counsel that the sublease of the lease years beginning April 1, 2011 Leased Premises is not subject to Goods and April 1, 2012 Services Tax (the “Carryover PeriodGST”), respectively, Minimum Annual Rent shall accrue in an amount equal . If it is determined that the disposition by the Sublessor to the Base Sublessee of the sublease interest in the Leased Premises is subject to GST, the Lessor will pay the GST provided that the Sublessee promptly executes and returns, at no cost to the Sublessor, any and all documents required by the Sublessor, to assign and transfer to the Sublessor any New Housing Rebate that might apply in respect of the sublease of the Leased Premises. The Sublessee hereby irrevocably assigns and transfers to the Sublessor any New Housing Rebate, or refund, or reduction of GST to which Sublessee may be entitled, and authorizes the Sublessor and its agents to apply for and collect any such rebate, refund or reduction. The Sublessor irrevocably appoints the Sublessee and the Sublessee’s authorized signatories as attorney of the Sublessee to execute, on behalf of the Sublessee, all such documents. If it is determined that the Sublessee’s use of the Leased Premises results in Rent being subject to GST, the Sublessee will pay to the Sublessor such GST amounts, when due, as Additional Rent. Any purported set-off, withholding or deduction of Rent by the Sublessee shall be deemed to be a breach of this Sublease, and entitle the Sublessor, at its option, to exercise any right or remedy available to it pursuant to this Sublease or at law. The Sublessee will have no right to a refund of, and the Sublessor will not be liable to the Sublessee for Adjustment Purposesrefunding, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual any Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For event of the purposes termination of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:Sublease.

Rent. (a) Paragraph 3(b) Pursuant to the provisions of the Current Lease is hereby deleted and Lease, Tenant caused a letter of credit to be issued in favor of Current Landlord in the amount of One Hundred Fifteen Thousand Dollars ($115,000.00) (“Current LC”). Landlord agrees that instead of causing a new letter of credit to be issued in favor of Landlord, Tenant may cause the Current LC to be amended and restated to provide that from and after March 1, 2004 the Current LC is solely for the benefit of Landlord and solely as follows: (b) For each additional collateral to secure the performance of Tenant’s obligations under this Lease and not the Current Lease. From and after such modification of the lease years beginning April Current LC and delivery of the Current LC to Landlord as required hereunder, provided such modified Current LC satisfies the terms and conditions of Addendum 1, 2011 the Current LC shall thereafter be deemed and April referred to herein as the “Letter of Credit” as further denned in Addendum 1 attached hereto and incorporated herein by this reference. No later than March 1, 2012 2004, Tenant shall deliver to Landlord the Letter of Credit which, pursuant to the provisions hereof and the terms of Addendum 1 shall be in the sum of One Hundred Fifteen Thousand Dollars (the “Carryover Period”$115,000.00), respectively, Minimum Annual Rent shall accrue in an amount equal . Tenant agrees to pay Landlord the Base Rent for Adjustment Purposesand, increased by one half the CPI Adjustmentas Additional Rent, but Tenant’s Share of Operating 1. Expenses, Tax Expenses, Common Area Utility Costs, and Utility Expenses, without prior notice or demand, abatement, offset, deduction or claim, in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April advance at Landlord’s Address commencing on March 1, 2011 is $1,194,350.40, being 2004 and thereafter on the Minimum Annual Rent in effect for first (1st) day of each month throughout the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration balance of the Term of the Lease as extended by Lease. Any prorated Rent shall be paid on the Commencement Date, and any prorated Rent for the final calendar month hereof shall be paid on the first (1st) day of the calendar month in which the date of expiration or termination occurs. Provided that Tenant faithfully performs all of the terms and conditions of this AmendmentLease, without the occurrence of an Event of Default by Tenant, at which time Landlord shall ▇▇▇▇▇ Tenant’s obligation to pay Tenant’s monthly Base Rent in the Deferred amount of Twenty-Five Thousand Five Hundred Sixty Eight Dollars ($25,568.00) and Tenant’s Share of Operating Expenses, Tax Expenses, Common Area Utility Costs, and Utility Expenses for the period from the Commencement Date through February 29, 2004; provided, during such abatement period, Tenant shall still be responsible for the payment of any other Additional Rent Amount shall be excusedunder this Lease. The parties agree In the event of a default by Tenant under the terms of this Lease that upon results in early termination pursuant to the occurrence provisions of an Event Section 18 of Defaultthis Lease, the Deferred Rent Amount shall be included then as a part of the unpaid rent due and payable recovery set forth in Section 18 of this Lease, Landlord shall be entitled to Landlord. After the Carryover Period, during each remaining year recovery of the Lease, Tenant shall be permitted to pay on account of Minimum Annual monthly Rent that was abated under the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose provisions of this Section 3(b), 3. The term “Rent” whenever used herein refers to the following terms aggregate of all these amounts. The Rent for any fractional part of a calendar month at the commencement or expiration or termination of the Lease Term shall have be a Prorated amount of the meanings defined below:Rent for a full calendar month based upon a thirty (30) day month.

Rent. (a) Paragraph 3(b) of On the Current Lease is hereby deleted and amended and restated date that Tenant executes this Lease, Tenant shall deliver to provide as follows: (b) For each of Landlord the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b)original executed Lease, the Base Rent for Adjustment Purposes (which shall be applied against the Base Rent payable for the lease year beginning April first month Tenant is required to pay Base Rent), the Security Deposit, if any, and all insurance certificates evidencing the insurance required to be obtained by Tenant under SECTION 12 of this Lease. Tenant agrees to pay Landlord, without prior notice or demand, or abatement, offset, deduction or claim, the Base Rent described in the Basic Lease Information, payable in advance at Landlord's address specified in the Basic Lease Information on the first (1st) day of each month commencing on January 1, 2011 is $1,194,350.40, being 1999 (the Minimum Annual "Rent in effect for Commencement Date") and continuing throughout the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration balance of the Term of the Lease. Commencing January 1, 2000, the Base Rent shall increase annually by four percent (4%) per annum. It is intended by Landlord and Tenant that this Lease be a "triple net lease." Costs and expenses incurred by Landlord on behalf of Tenant and all other sums, charges, costs and expenses specified in this Lease other than Base Rent are to be paid by Tenant to Landlord as extended additional rent (collectively, "Additional Rent"). Tenant shall also pay to Landlord as Additional Rent hereunder, immediately on Landlord's demand therefor, any and all costs and expenses incurred by Landlord to enforce the provisions of this AmendmentLease, including, but not limited to, costs associated with the delivery of notices, delivery and recordation of notice(s) of default, attorneys' fees, expert fees, court costs and filing fees (collectively, the "Enforcement Expenses"). The term "Rent" whenever used herein refers to the aggregate of all these amounts. If Landlord permits Tenant to occupy the Premises without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation requiring Tenant to pay rental payments for a period of time, the Deferred waiver of the requirement to pay rental payments shall only apply to waiver of the Base Rent Amount and Tenant shall otherwise perform all other obligations of Tenant required hereunder. The Rent for any fractional part of a calendar month at the commencement or termination of the Lease term shall be excuseda prorated amount of the Rent for a full calendar month based upon a thirty (30) day month. The parties agree that upon the occurrence of an Event of Default, the Deferred prorated Rent Amount shall be included as part paid on the Commencement Date and the first day of the unpaid rent calendar month in which the date of termination occurs, as the case may be. 8 Subject to SECTION 2.4, all Rent other than Base Rent shall be due and owing on the Commencement Date notwithstanding any delay on Tenant's part to obtain permits and complete construction of the Tenant Improvements (described below and in EXHIBIT B attached hereto), whether or not such delay is due to factors within Tenant's control. Tenant expressly agrees and acknowledges that subject to SECTION 2.4, all Rent other than Base Rent shall be due and payable to Landlord. After beginning on the Carryover Period, during each remaining year of the Lease, Commencement Date whether or not Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided has commenced operations in the schedule below (without Premises and Tenant accepts the risk of any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:delays.

Rent. On the date that Lessee executes this Lease, Lessee shall deliver to Lessor the original executed Lease, the Base Rent (a) which shall be applied against the Rent payable for the first month Lessee is required to pay Base Rent), the Security Deposit, the Cleaning Deposit, and all insurance certificates evidencing the insurance required to be obtained by Lessee under Paragraph 3(b) 12 of this Lease. Lessee agrees to pay Lessor, without prior notice or demand, or abatement, offset, deduction or claim, the Base Rent described on Page 1, payable in advance at Lessor's address shown on Page 1 on the first day of each month throughout the term of the Current Lease is hereby deleted and amended and restated to provide as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal Lease. In addition to the Base Rent for Adjustment Purposesset forth on Page 1, increased Lessee shall pay Lessor in advance and on the first (1st) day of each month throughout (the term of this Lease (including any extensions of such term), as additional rent Lessee's share, as set forth on Page 1, of Increases in Operating Expenses, Increases in Tax Expenses, Increases in Common Area Utility Costs, administrative expenses, Trash and Water Charge and Utility Expenses, as specified in Paragraphs 6.A,, 6.13., 6.C. and 7 of this Lease, respectively. Additionally, Lessee shall pay to Lessor as additional rent hereunder, immediately on Lessor's demand therefor, any and all costs and expenses incurred by one half Lessor to enforce the CPI Adjustmentprovisions of this Lease, including, but in no event not limited to, costs associated with any proposed assignment or subletting of all or any portion of the Premises by Lessee, costs associated with the delivery of notices, delivery and recordation of notice(s) of default, attorneys' fees, expert fees, court costs and filing fees (collectively, the "Enforcement Expenses"). The term "Rent" whenever used herein refers to the aggregate of all these amounts. If Lessor permits Lessee to occupy the Premises without requiring Lessee to pay rental payments for a period of time, the waiver of the requirement to pay rental payments shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes only apply to waiver of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1and Lessee shall otherwise perform all other obligations of Lessee hereunder, 2011 is $1,194,350.40including, being the Minimum Annual Rent but not limited to paying to Lessor any and all amounts considered additional rent, such as Lessee's share of Increases in effect for the prior lease year beginning April 1Operating Expenses, 2010. Notwithstanding the foregoingIncreases in Tax Expenses, during each year of the Carryover PeriodIncreases in Common Area Utility Costs, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule)Trash and Water Charge, Utility Expenses, and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excusedadministrative expenses. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:If,

Rent. (a) Paragraph 3(b) Subtenant covenants and agrees to pay Sublandlord as rent during the term of the Current Lease is hereby deleted and amended and restated to provide as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 this Sublease annual rent specified in this Section 2 below (the “Carryover PeriodAnnual Rent”) and other charges, if any (sometimes referred to as “additional rent” and collectively with Annual Rent, the “Rent”) specified below. Annual Rent shall be paid without any prior notice or demand therefor and without deduction or offset (except as otherwise set forth in this Sublease including any provisions of the Lease incorporated herein). Unless otherwise specified in this Sublease, all other Rent shall be payable within thirty (30) days after Subtenant’s receipt of an invoice with respect thereto. For any partial month, all Rent shall be prorated. Subtenant’s obligation to pay Rent, being deemed rent reserved under the Sublease, shall be independent of each and every other covenant contained in this Sublease (including the terms of the Lease that are incorporated herein). Rent shall include, and Subtenant shall pay to Sublandlord (or to Landlord as Sublandlord may expressly direct in writing) as additional rent hereunder any and all charges billed directly to Sublandlord for the account of Subtenant arising from Subtenant’s own use of the Sublet Premises, e.g., and without limitation, charges for repair of damage caused by Subtenant for which Sublandlord is responsible to reimburse Landlord, charges for work or services not otherwise required under the Sublease or Lease requested by Subtenant and performed or provided specifically for Subtenant, as well as charges for any overtime labor or usage with respect thereto (if overtime is charged by Landlord or otherwise must be incurred by Sublandlord), and the like; provided, notwithstanding anything in this Sublease to the contrary, Subtenant shall not be liable for any operating expenses or taxes or similar additional rent items or for utilities (including, without limitation, electricity), the parties hereby agreeing that such amounts have been accounted for in the Annual Rent rate set forth herein. Sublandlord shall have the same right to enforce payment on account of such additional charges as it shall have to enforce Subtenant’s payments on account of Rent. Sublandlord shall furnish to Subtenant any backup that Landlord shall furnish to Sublandlord with respect to any charges claimed by Landlord relating to the Sublet Premises or, if Landlord fails to furnish same, shall request the backup for such charges to enable Subtenant to determine the validity thereof. The first Lease Year for purposes of payment of Annual Rent shall commence on the Sublease Rent Commencement Date (defined below). Subtenant’s obligation to make monthly payments on account of Rent shall commence to accrue on the date (“Sublease Rent Commencement Date”), respectivelywhich is the later of (i) August 1, Minimum 2020 and (ii) the earlier of (x) the date which is four months after the Sublease Commencement Date (being that date which signifies the fulfillment of all conditions precedent to identification of the Sublease Commencement Date, including without limitation the Special COVID-19 Provision) and (y) if the aforesaid Sublease Commencement Date shall have occurred, October 1, 2020. Annual Rent shall accrue be paid to Sublandlord at the address set forth in an amount equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes first paragraph of this Section 3(b)Sublease, in advance, on the Base Rent for Adjustment Purposes for first day of each and every month throughout the lease year beginning April 1term of this Sublease, 2011 is $1,194,350.40, timely payment being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Periodessence hereof. If Subtenant fails to pay any installment within five (5) days after same is due, Tenant such unpaid amount shall bear interest at the Applicable Rate (as defined in the Lease) from and after the first (1st) day following the date(s) said installment become due until paid in full. Nothing in this paragraph shall be deemed to limit Sublandlord’s other rights and remedies as may accrue under the Lease (except Sublandlord shall only be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated charge interest in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”paragraph) until the expiration or this Sublease by reason of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time TenantSubtenant’s obligation failure to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without or any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:portion thereof.

Rent. (a) Paragraph 3(b) of On the Current Lease is hereby deleted and amended and restated date that Tenant executes this Lease, Tenant shall deliver to provide as follows: (b) For each of Landlord the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b)original executed Lease, the Base Rent for Adjustment Purposes (which shall be applied against the Rent payable for the lease year beginning April 1, 2011 first month Tenant is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted required to pay on account Base Rent), the Additional Security Deposit as described in Section 4, and all insurance certificates evidencing the insurance required to be obtained by Tenant under Section 12 of Minimum Annual this Lease. Tenant agrees to pay Landlord, without prior notice or demand, or abatement, offset, deduction or claim, the Base Rent the sums as provided described in the schedule below (without any CPI Adjustment to such amounts Basic Lease Information, payable in advance at Landlord's address specified in the schedule), Basic Lease Information on the Commencement Date and defer payment thereafter on the first (1st) day of each month throughout the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration balance of the Term of the Lease. In addition to the Base Rent set forth in the Basic Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the LeaseInformation, Tenant shall be permitted pay Landlord in advance on the Commencement Date and thereafter on the first (1st) day of each month throughout the balance of the Term of this Lease, as Additional Rent, Tenant's Share of Operating Expenses. Tax Expenses, Common Area Utility Costs, and Utility Expenses, as well as the Administrative Expenses, Tenant shall also pay to Landlord as Additional Rent hereunder, immediately on Landlord's demand therefor, any and all costs and expenses incurred by Landlord to enforce the provisions of this Lease, including, but not limited to, costs associated with the delivery of notices, delivery and recordation of notice(s) of default, attorneys' fees, expert fees, court costs and filing fees (collectively, the "Enforcement Expenses"). The term "Rent" whenever used herein refers to the aggregate of all these amounts. If Landlord permits Tenant to occupy the Premises without requiring Tenant to pay on account rental payments for a period of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b)time, the following terms waiver of the requirement to pay rental payments shall have only apply to waiver of the meanings defined below:Base Rent and Tenant shall otherwise perform all other obligations of Tenant required hereunder. The Rent for any fractional part of a calendar month at the commencement or termination of the Lease term shall be a prorated amount of the Rent for a full calendar month based upon a thirty (30) day month. The prorated Rent shall be paid on the Commencement Date and the first day of the calendar month in which the date of termination occurs, as the case may be.

Rent. (a) Paragraph 3(b) of A. During each calendar year, or portion thereof, falling within the Current Lease is hereby deleted and amended and restated Term, Tenant shall pay to provide Landlord as followsAdditional Base Rental hereunder the sum of: (b1) For each Tenant's Pro Rata Share of the lease years beginning April 1amount, 2011 if any, by which Taxes (hereinafter defined) for the applicable Fiscal Year exceed Taxes for the Tax Base Year plus; (2) Tenant's Pro Rata Share of the amount, if any, by which Expenses (hereinafter defined) for the applicable calendar year exceed Expenses for the Expenses Base Year. For purposes hereof, "Expenses" shall mean all Basic Costs with the exception of Taxes. Tenant's Pro Rata Share of increases in Taxes and April 1Tenant's Pro Rata Share of increases in Expenses shall be computed separate and independent of each other prior to being added together to determine the "Excess". In the event that Taxes in any Fiscal Year decrease below the amount of Taxes for the Tax Base Year, 2012 (Tenant's Pro Rata Share of Taxes for such Fiscal Year shall be deemed to be $0, it being understood that Tenant shall not be entitled to any credit or offset if Taxes decrease below the “Carryover Period”)corresponding amount for the Tax Base Year. In the event that Expenses in any calendar year decrease below the amount of Expenses for the Expenses Base Year, respectivelyTenant's Pro Rata Share of Expenses for such calendar year shall be deemed to be $0, Minimum Annual Rent it being understood that Tenant shall accrue not be entitled to any credit or offset if Expenses decrease below the corresponding amount for the Expenses Base Year. Notwithstanding the fact that Tenant's Pro Rata Share of increases in Taxes over the Tax Base Year is calculated on a Fiscal Year basis, Landlord shall be entitled to ▇▇▇▇ Tenant for such amounts following the end of each calendar year at the same time that Tenant will be billed for its Pro Rata Share of increases in Expenses over the Expenses Base Year. For example, during the calendar year 2000, Tenant, on a monthly basis as provided below, shall pay Landlord an amount equal to one-twelfth (1/12) of the estimated amount by which Taxes for the Fiscal Year 1999 (7/1/98 - 6/30/99) will exceed Taxes for the Tax Base Rent Year. Following the date on which Landlord receives the quarterly tax ▇▇▇▇ with respect to the actual amount of Taxes for Adjustment PurposesFiscal Year 2000, increased Landlord, as provided below, shall provide Tenant with a reconciliation of Tenant's actual Pro Rata Share of the amount by one half which Taxes for the CPI Adjustment, but in no event shall Fiscal Year 2000 exceed Taxes for the Minimum Annual Rent Tax Base Year. Such reconciliation statement may be sent by Landlord separately or together with Landlord's reconciliation of Tenant's actual Pro Rata Share of the amount by which Expenses for either such the calendar year be (1) 1999 exceed Expenses for the Expenses Base Year. If the Tax Base Year is more than or less than twelve (12) months, the Minimum Annual Rent in effect Tax Base Year shall be adjusted pro-rata so that the Tax Base Year is determined on a twelve (12) month basis. If any Fiscal Year after the Tax Base Year is more than or less than twelve (12) months, then such Fiscal Year shall be adjusted pro-rata so that such Fiscal Year is determined on a twelve (12) month basis for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b)calculating the Excess for such Fiscal Year. As soon as is practical following the end of each calendar year during the Lease Term, Landlord shall furnish to Tenant a statement of Landlord's actual Basic Costs and the Base Rent for Adjustment Purposes actual Excess for the lease previous calendar year. Landlord shall use reasonable efforts to furnish the statement of actual Basic Costs on or before June 1 of the calendar year beginning April 1, 2011 is $1,194,350.40, being immediately following the Minimum Annual Rent in effect calendar year to which the statement applies. If the estimated Excess actually paid by Tenant for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year is in excess of Tenant's actual Pro Rata Share of the Carryover PeriodExcess for such prior year, then Landlord shall apply such overpayment against Additional Base Rental due or to become due hereunder, provided if the Lease Term expires prior to the determination of such overpayment, Landlord shall refund such overpayment to Tenant after first deducting the amount of any Rent due hereunder. Likewise, Tenant shall be permitted pay to pay on account Landlord, within thirty (30) days after demand, any underpayment with respect to the prior year, whether or not the Lease has terminated prior to receipt by Tenant of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to a statement for such amounts in the schedule)underpayment, and defer payment of the difference between Minimum Annual Rent calculated in accordance with it being understood that this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until clause shall survive the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:.

Rent. (a) Paragraph 3(bBeginning on October 1, 2020 (the "Sublease Rent Commencement Date"), Sublessee covenants and agrees to pay Sublessor during the term of this Sublease base rent ("Base Rent"), without deduction or offset and without notice or demand, except as expressly provided herein, by electronic funds transfer pursuant to the instructions annexed hereto as Exhibit E and made a part hereof, or to such other entity or in such other manner as Sublessor may from time to time designate on not less than twenty (20) days' advance notice, in writing, as follows: Base Rent hereunder will be payable to Sublessor with respect only to the period commencing on the Sublease Rent Commencement Date through the Sublease Expiration Date, at the same times and in the same manner Sublessor is obligated to pay Landlord "Base Rent," as defined in the Lease. The first month's Base Rent (for the month of October, 2020) shall be due and payable upon the full execution and delivery of this Sublease. (b) Beginning on the Sublease Rent Commencement Date, Sublessee covenants and agrees to pay Sublessor during, and with respect to, the portion of the Sublease Term from and after the Sublease Rent Commencement Date, one hundred percent (100%) of all "Escalation Rent," as defined in the Lease, payable by Sublessor under the Lease with respect to the same period (including, without limitation payment of "Monthly Operating Expense Payment Amount[s]" and the "Monthly Tax Payment Amount[s]," both as defined in, and pursuant to, Article 2 of the Lease), at the same times and in the same manner as Sublessor is obligated to pay Landlord Escalation Rent as set forth in Article 2 of the Lease. Sublessee shall have the right to exercise Sublessor's audit rights under Section 2.4 of the Lease (including the right pursuant to Section 2.4(B) of the Current Lease to institute an “Expedited Arbitration Proceeding,” as defined in Section 30.2(C) of the Lease), provided: (i) Landlord consents to same in the Consent Agreement; (ii) the audit is hereby deleted performed in strict accordance with Section 2.4 of the Lease; and amended and restated to provide (iii) an uncured "Sublessee Default," as defined herein, does not exist. Any credit of an overpayment of Additional Rent under the Lease determined in such Expedited Arbitration Proceeding, or approved by Landlord, which is received by Sublessor from Landlord, shall be credited against an Additional Rent payable under this Sublease. The parties agree that the rentable square footage of each floor of the Sublet Premises is as follows: (bc) For each of Beginning on the lease years beginning April 1Sublease Commencement Date, 2011 Sublessee covenants and April 1agrees to pay Sublessor during, 2012 and with respect to, the Sublease Term the following expense items: (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1i) less than the Minimum Annual Rent in effect "Electricity Additional Rent" for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated Sublet Premises in accordance with this paragraph Sections 5.3(B) and Minimum Annual Rent 5.3(C) of the Lease; (ii) condenser water charges for the Sublet Premises in accordance with Section 4.6 of the Lease; (iii) emergency generator usage charges for the Sublet Premises in accordance with Section 4.8(C) of the Lease; and (iv) freight elevator and loading dock usage charges for the Sublet Premises in accordance with Section 4.2(B) of the Lease, all payable by Sublessee to Sublessor in such amounts and in the same manner as Sublessor is obligated to pay Landlord for said expenses as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year aforementioned sections of the Lease, Tenant provided that such amounts shall be permitted payable by Sublessee to Sublessor not later than thirty (30) days after notice from Sublessor. (d) Sublessee shall also pay Sublessor during and with respect to the Term of this Sublease such other sums of money not otherwise provided for herein, other than Fixed Rent payable under the Lease, as shall become due and payable by Sublessor to Landlord pursuant to the terms and conditions of the Lease (except if as a result of any act, omission, negligence or willful misconduct of Sublessor, its agents, contractors, or employees) and/or which are due to the actions or inactions of the Sublessee in default of this Sublease. (e) All amounts payable by Sublessee under this Section 2 other than Base Rent are referred to herein as "Additional Rent". Base Rent and Additional Rent are collectively referred to hereinafter as the "Rent". (f) Rent shall be paid in advance, on the first day of each and every month throughout the Term of this Sublease, except as otherwise provided herein. If Sublessee fails to pay any item of Rent on account or prior to the date that such payment is due, then Sublessee shall pay to Sublessor, in addition to such item of Minimum Annual Rent Rent, as a late charge and as Additional Rent, an amount equal to interest at the sums "Applicable Rate" (as provided defined in the schedule below Lease) on the amount unpaid, computed from the date such payment was due to and including the date of payment; provided that twice during any calendar year, Sublessee shall be entitled to written notice of such late payment and a period of five (without any CPI Adjustment 5) business days after receipt of such notice to cure such amounts late payment before such interest begins to accrue. In addition, upon the third, and each succeeding, late payment under this Sublease, Sublessee shall pay Sublessor, as Additional Rent, a late charge of three percent (3%) of the outstanding Rent amount which is late. Nothing contained in the schedule). For the purpose of this Section 3(b2(f) limits Sublessor's rights and remedies, by operation of law or otherwise, after the occurrence of a Sublessee Default. (g) Sublessor shall request from Landlord such documentation relating to Additional Rent charges under the Lease as Sublessor is entitled to receive under the Lease and for which Sublessee pays hereunder, and Sublessor shall deliver same to Sublessee promptly following receipt. Sublessor will promptly discuss with Landlord any reasonable objections which Sublessee has regarding such charges, and shall use all due diligence and all reasonable efforts to resolve same, included, if requested by Sublessee in writing, and if there is a reasonable basis for doing so, Sublessor will institute and pursue litigation against Landlord to resolve any reasonable objections which Sublessee has regarding such charges. Sublessee shall, within thirty (30) days after Sublessor's written demand, reimburse Sublessor for all of Sublessor's out-of-pocket costs and expenses (including without limitation, court costs, attorney's fees [including based on any requirement under Section 23.1(B) of the Lease, or any court order, that Sublessor reimburse Landlord's attorneys' fees in connection with such litigation]), and expert witness fees (all constituting Additional Rent hereunder) in connection with such litigation and any appeals in connection therewith. Sublessee shall indemnify and hold Sublessor harmless from any vexatious litigation claim by Landlord against Sublessor based on such litigation. In the following terms event Sublessor shall receive any refund or reimbursement arising from an Additional Rent payment made by Sublessee with respect to the Sublease Term, Sublessor shall promptly pay to Sublessee such refund or reimbursement. In connection with any such litigation, Sublessor and Sublessee agree to the following: (i) Sublessee shall have reasonable approval of counsel chosen to bring such litigation, (ii) Sublessee shall have approval over the meanings defined below:budget for any such litigation and, if, during the course of such litigation, the costs of litigation appear likely to exceed such budget, Sublessee shall have approval over such additional costs, failing which Sublessor shall discontinue the prosecution thereof. Further, if Sublessee does not approve the original litigation budget, or the choice of counsel, then unless Sublessee and Sublessor agree on an alternative budget or counsel, which the parties shall use good faith efforts to agree upon, Sublessor shall not be required to pursue such litigation; (iii) Sublessor and Sublessee shall consult in good faith prior to commencing litigation, and during the course of litigation, concerning litigation strategy, and: (x) if the parties do not agree on litigation strategy prior to commencing litigation, then Sublessor shall not be required to commence such litigation until such time as the parties shall agree upon a litigation strategy, which the parties shall use good faith efforts to agree upon, or (y) if during the course of litigation, the parties, after using good faith efforts, cannot agree on a continuing litigation strategy, Sublessor may discontinue such litigation; (iv) Sublessor shall not settle any such litigation without the reasonable approval of Sublessee; and (v) if Sublessee determines at any time that it wants to discontinue any such litigation, then upon written notice from Sublessee to discontinue such litigation, Sublessor shall do so. (h) It is the intention of the parties hereto that the Rent payable hereunder shall be net to Sublessor such that this Sublease shall yield to Sublessor the net annual Rent specified herein during, and with respect only to the period constituting, the Term, and that all costs, expenses and obligations of every kind and nature whatsoever relating to the Sublet Premises (excluding Fixed Rent payable under the Lease) shall be paid by Sublessee, except as otherwise expressly set forth herein.

Rent. (a) Paragraph 3(b) Sublessee shall pay directly to Sublessor, as rent, monthly payments of $5,000 (“Monthly Rent”), payable on or before the Current Lease is hereby deleted and amended and restated first day of each month during the Sublease Term at Sublessor’s address set forth above. The Gross Rent, as defined below, payable with respect to provide as follows:September, 2016, shall be due on or before the Commencement Date. (b) For each Sublessee covenants and agrees to pay to Sublessor a late fee equal to five percent (5%) of the lease years beginning April 1overdue amount if any payment is not received by Sublessor within five (5) days of its due date. In addition, 2011 any such delinquent payments shall bear interest at the rate of eighteen percent (18%) per annum; provided, however, that nothing herein contained shall be construed or implemented in such a manner as to allow Sublessor to charge or receive interest in excess of the maximum rate allowed by law. All such late fees and April 1interest charges shall be payable upon demand. (c) In addition to the Monthly Rent, 2012 Sublessee shall pay its prorata share of Tenant’s Pro Rata Share of Basic Costs, as defined in Exhibit C to the Lease, except that Sublessee’s prorata share shall be based on 12,000 rentable square feet so that Sublessee shall pay to Sublessor 36.2% of Tenant’s Rent’s Pro Rata Share of Basic Costs charged to the Master Premises under the Lease (the “Carryover PeriodSublessee’s Share of Basic Costs” and collectively with Monthly Rent, “Gross Rent”). Sublessee’s Share of Basic Costs shall be paid monthly with the Monthly Rent, respectivelybased on the estimated payments of Tenant’s Pro Rata Share of Basic Costs provided by Landlord and shall be subject to annual reconciliations, Minimum Annual in the same manner as provide in Lease. The estimate of Sublessee’s Share of Basic Costs attributable from the Commencement Date through December 31, 2016 is $12.13 per square foot, including janitorial of $1.39 per square foot and utilities of $2.79 per square foot (subject to proration pursuant to subparagraph (e) below and annual reconciliation as provided above). (d) In addition to Gross Rent, Sublessee shall pay all other sums or payments which are due to Landlord under the Lease as a result of a service or materials supplied to Sublessee in addition to those provided by Landlord under the Lease or otherwise due to Sublessee’s negligent acts, willful misconduct or omissions or Sublessee’s acts or omissions which violate the Lease; such payments due by Sublessee, together with all other payments due by Sublessee under this Sublease, including, without limitation, the late fee and interest in clause (i) above, shall be defined as “Additional Rent” and shall, together with the Gross Rent, be defined as “Rent.” (e) All Rent shall accrue in an amount equal to the Base be due without offsets or deductions. Rent due for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant a full calendar month shall be permitted to pay on account of Minimum Annual Rent the sums prorated as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excusedLease. The parties agree that upon the occurrence of an Event of DefaultPremises are subject to re-measurement, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts Lease, which may result in a change in the schedule)calculation of Rent. For Sublessee’s consent to pay Rent is independent of any other consent set forth in this Sublease and shall survive the purpose termination of this Section 3(b), Sublease and the following terms shall have the meanings defined below:Lease.

Rent. (a) Paragraph 3(b) of the Current Lease is hereby deleted and amended and restated CenterPoint’s obligation to provide as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual pay Premises Rent shall accrue in an amount equal begin on the Commencement Date, and CenterPoint’s obligation to pay Rollover Rent with respect to all applicable Rollover Space shall begin on the Rollover Term Commencement Date. Subject to the provisions of this Section 3.1, CenterPoint’s covenant to pay Premises Rent and Rollover Rent is independent of every other covenant of this Agreement. CenterPoint hereby covenants and agrees to pay to CJF, without offset or deduction, Base Rent for Adjustment Purposesthe Premises during the Premises Term in the monthly amounts set forth on Exhibit D attached hereto and incorporated herein, increased by one half the CPI Adjustmentprorated for any partial month as provided in Section 3.5. With respect to each Rollover Space that has not been renewed, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding yearCenterPoint hereby covenants and agrees to pay CJF, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b)without offset or deduction, the Base Rent for Adjustment Purposes said Rollover Space during the Rollover Term, prorated for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent any partial month as provided in effect for the prior lease year beginning April 1, 2010Section 3.5. Notwithstanding the foregoing, during each year after the execution of an Approved Lease, commencing on the date that monthly rent payments commence under such Approved Lease for all or any portion of the Carryover PeriodPremises or Rollover Space, Tenant as the case may be, (i) the Premises Rent thereafter payable under this Agreement for the portion of the Premises covered by the Approved Lease, or the Rollover Rent thereafter payable under this Agreement for the portion of the Rollover Space covered by the Approved Lease, as the case may be, shall be permitted reduced by 100% (and thereafter CJF shall be entitled to all rent and other amounts paid or payable under the Approved Lease, and the obligations of CenterPoint under this Agreement shall terminate except for accrued and unpaid obligations with respect to the Premises or Rollover Space, as the case may be, which are subject to the Approved Lease), (ii) Premises Rent (and CenterPoint’s obligations to pay on account of Minimum Annual Rent same) for the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment remaining portion of the difference between Minimum Annual Premises shall remain unchanged; and (iii) Rollover Rent calculated in accordance with this paragraph (and Minimum Annual Rent as set forth in CenterPoint’s obligations to pay same) for the schedule (hereinafter “Deferred Rent Amount”) until the expiration remaining portion of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount Rollover Space shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:remain unchanged.

Rent. A. Subtenant covenants and agree to pay to Sublandlord, in lawful money of the United States, fixed rent ("Fixed Rent") equal to thirty-five (35%) percent of all Fixed Rent, Escalation Rent and Electricity Charges payable by Sublandlord for the period corresponding to the term of this Sublease pursuant to and as defined in the Prime Lease. Currently, Sublandlord pays $83,352 per month and accordingly Fixed Rent herein shall initially be at the rate of $29,173.20 per month. In addition, if and to the extent Subtenant shall request overtime or additional services as provided for in paragraphs 2(h) and 2(i) of the Prime Lease, then Subtenant shall be solely responsible for the additional costs incurred. Subtenant shall pay the first monthly installment of Fixed Rent payable under this Sublease on execution of this Sublease. Sublandlord shall accompany its invoices for Fixed Rent and other charges with a copy of the applicable invoice from Overlandlord or Prime Landlord, as the case may be. (a) Paragraph 3(bFixed Rent shall be due and payable in equal monthly installments in advance, three (3) Business Days prior to the first day of each month during the Current Lease is hereby deleted and amended and restated to provide as follows:Term. If the Commencement Date shall be other than the first day of a month, the monthly installments of Fixed Rent payable hereunder for any such month shall be prorated on a per diem basis based on the actual number of days in such month. (b) For each All of the lease years beginning April 1amounts payable by Subtenant pursuant to this Sublease, 2011 including, without limitation, Fixed Rent, additional rent, and April 1all other costs, 2012 charges, sums and deposits payable by Subtenant hereunder (the “Carryover Period”collectively, "Rent"), respectivelyshall constitute rent under this Sublease and shall be payable to Sublandlord or its designee at such address as Sublandlord shall from time to time direct in writing. (c) Subtenant shall promptly pay the Rental as and when the same shall become due and payable without setoff, Minimum Annual Rent offset or deduction of any kind whatsoever and, in the event of Subtenant's failure to pay same when due, Sublandlord shall accrue in an amount equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year have all of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as rights and remedies provided for in the schedule below (without any CPI Adjustment to such amounts Prime Lease or at law or in equity in the schedule), and defer payment case of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration nonpayment of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s rent. Subtenant's obligation to pay Rental shall survive the Deferred Rent Amount expiration or sooner termination of this Sublease. (d) If any Rental shall not be excused. The parties agree that upon paid within ten (10) days after the occurrence of an Event of Default, same is due hereunder such unpaid Rental shall bear interest from the Deferred Rent Amount shall be included as part date on which such Rental was originally due until the date when paid at a rate which is three (3%) per cent in excess of the unpaid rent due and payable prime or base reference lending rate from time to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below time quoted by Citibank N.A. (without or any CPI Adjustment to such amounts in the schedulesuccessor thereto). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:.

Rent. (a) Paragraph 3(b) of the Current Lease is hereby deleted and amended and restated Mattson shall pay Rent to provide Lam as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual provided herein. Rent shall accrue in an amount equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be under th▇▇ ▇▇▇▇ease has two compon▇▇▇s: (1) less than the Minimum Annual Rent in effect for the preceding yearSublease Base Rent, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in Section 6.1 below; and (2) Additional Rent, as described in the schedule Lease and as modified or supplemented by the additional items described herein (hereinafter “Deferred Sublease Base Rent Amount”) until the expiration and Additional Rent are collectively referred to herein as "Rent"). The intent of the Term parties is for Mattson to pay all expenses imposed on Lam by virtue of the Lease as extended Lea▇▇, ▇▇▇luding those expenses incurred by ▇am for upkeep, repair, maintenance and landscaping performed by Lam ▇▇ Additional Rent under this AmendmentSublease, without calculated (where a▇▇▇icable) in the occurrence manner described in the Lease, except to the extent of an Event of Default by Tenant, at which time Tenant’s (a) Lam's obligation to pay Base Monthly Rent under the Deferred Lease; (b) ▇▇▇ ▇ost to Lam to maintain the property insurance required by the Lease; (▇) any obligations of Lam which relate to events that occurred prior to Mattson's occupancy; and (d) Lam's obligation to pay any brokerage ▇▇▇▇▇ssion that it has as▇▇▇▇▇ the obligation to pay. Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to LandlordLam by Mattson on the same dates on which Rent is due under the ▇▇ase. After ▇▇ ▇▇▇h anniversary of the Carryover PeriodSublease Commencement Date, during each remaining year when the Master Landlord changes the Additional Rent payment due, and at such other mutually agreeable times, the parties shall conduct a reconciliation of the Additional Rent to provide that Mattson is paying (or has paid) to Lam the sum of Additional Re▇▇ ▇▇▇▇ Lam is paying (or has paid) ▇▇ Master Landlord in addition to t▇▇ other amounts described herein. Lam will provide a credit against the following month(s) Additi▇▇▇l Rent for any excess payments revealed by the reconciliation. At a reasonable time following the conclusion of the Sublease, the parties will also do a reconciliation of Additional Rent payments and will render payment to the other any sums due based on that reconciliation. Mattson's obligation to pay rent under this Sublease shall abat▇ ▇▇▇▇ ▇▇ the extent that Lam's obligation to pay rent to M▇▇▇▇▇ Landlord shall be abated ▇▇▇▇r the terms of the Lease. Upon request to Lam, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms Mattson shall have the meanings defined below:right to review all of Lam's records ▇er▇▇▇▇▇▇▇ to Additional Rent.

Rent. (a) Paragraph 3(b) 4.1 The rent payable by Subtenant for the Sublease Premises shall consist of the Current Lease is hereby deleted and amended and restated to provide as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal to the Base Rent for Adjustment Purposesunder Section 4.2, increased Additional Rent as described in Section 4.3 and Other Charges under Section 4.4. Base Rent, Subtenant's Share of Direct Expenses, Other Charges and any other sums payable by one half Subtenant under this Sublease are collectively referred to as “Rent”. Subtenant's covenant to pay Rent shall be independent of every other covenant in this Sublease. Subtenant shall make all payments due to Sublandlord pursuant to this Sublease as follows: check, wire, or other form of payment specified in writing by Sublandlord from time to time. 4.2 Beginning on the CPI AdjustmentSublease Commencement Date (subject to Section 1.7) and continuing thereafter on the first day of each calendar month during the Sublease Term, but Subtenant shall pay to Sublandlord in no event shall advance, and without notice, demand, deduction or offset, the Minimum Annual monthly Base Rent for either such year be (1) less specified in Section 1.7 above in lawful money of the United States of America. If the Sublease Commencement Date is a day other than the Minimum Annual Rent in effect for first day of a calendar month or the preceding year, nor (2) greater Expiration Date is a day other than $1,384,000.00 per year. For the purposes last day of this Section 3(b)a calendar month, the Base Rent for Adjustment Purposes such month will be prorated, based on a thirty (30) day month. Any pre-payments of rent for that first month shall be applied to the partial month in which the Sublease Commencement Date occurs, and then to the calendar month immediately following any period of abatement. Subtenant shall deliver in advance the first full month of Base Rent to Sublandlord together with Subtenant's executed counterpart of this Sublease. 4.3 In addition to monthly Base Rent, as additional rent (“Additional Rent”) Subtenant shall be responsible for paying to Sublandlord Subtenant's Share of any Operating Expenses and Tax Expenses (collectively, “Direct Expenses”) as such terms are defined in the Master Lease, payable by Sublandlord under the Master Lease during the Sublease Term, to reimburse Master Landlord for taxes, insurance, operating expenses, common area maintenance charges, management fees, capital expenditures for required repairs or improvements and/or other expenses included in Direct Expenses. In the event that Sublandlord has collected more than an equitable share of such expenses from Subtenant and Other Occupants, Subtenant shall be reimbursed or credited an equitable share of the same. Sublandlord will use commercially reasonable efforts to pass through to Subtenant in a timely manner any statement or estimate of Direct Expenses received from Master Landlord. To the extent Direct Expenses are payable on a monthly estimated basis under the Master Lease, the Additional Rent in respect thereto shall be paid as and when Base Rent is due based upon Master Landlord s estimates; and upon any reconciliation of estimated and actual Direct Expenses (including without limitation any credits against Sublandlord's rental obligations under the Master Lease), the corresponding Additional Rent shall be adjusted between Sublandlord and Subtenant (with appropriate reimbursements or additional payments) within thirty (30) days after delivery to Subtenant of any reconciliation statement under the Master Lease. For purposes of calculating Additional Rent, Sublandlord shall be entitled to rely conclusively on Master Landlord s determination of estimated and actual Direct Expenses; provided, however, that if any adjustment of Additional Rent paid under the Master Lease results in a payment or credit to Sublandlord under the Master Lease for the lease year beginning April 1period of the Sublease Term, 2011 such payment or credit shall be paid over or credited to Subtenant following receipt or credit to Sublandlord. The expiration or earlier termination of this Sublease shall not affect the obligations of Sublandlord or Subtenant pursuant to this Section 4.3, and such obligations shall survive, remain to be performed after, any expiration or earlier termination of this Sublease. 4.4 Throughout the Sublease Term, Subtenant also shall pay within fifteen (15) days after written notice from Sublandlord (i) any other fees, charges or other sums due under the Master Lease in connection with Subtenant's particular use and occupancy of the Sublease Premises, (ii) Subtenant's Share of the reasonable maintenance and repair (but not replacement) costs of the Shared Areas, provided damage to the Shared Area caused by Subtenant's misuse shall be solely at Subtenant's cost, (iii) costs related to Utilities (defined in Section 6.1 below) and Janitorial (defined in Section 6.2 below), and (iv) any gross receipts or rent tax respecting this Sublease, or any taxes assessed upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Subtenant of the Subleased Premises or any portion of the Project (collectively, “Other Charges”). By way of illustration and not limitation, Other Charges include: (a) excess or after hours electrical service or heating, ventilating or air conditioning service supplied to the Sublease Premises at Subtenant's request; (b) services or benefits supplied to the Sublease Premises at Subtenant's request (or with Subtenant's acquiescence) for which Master Landlord reserves any right to impose a fee or charge separate from the Direct Expense Pass- Throughs; (c) to reimburse Master Landlord for taxes on personal property, equipment and fixtures located in or about the Sublease Premises during the Sublease Term; (d) to pay for any damage to the Building to the extent resulting from the act or omission of Subtenant or Subtenant's officers, employees, architects, engineers, contractors or other licensees, guests, visitors or other invitees, sub-subtenants, successors or assigns (collectively, the “Subtenant Parties”); and (e) for damages or other sums recoverable under the Master Lease to the extent the same is $1,194,350.40the result of any acts, being omissions, or negligence by Subtenant its agents, employees, or contractors, or failure of performance or Default by Subtenant under this Sublease. 4.5 All Rent shall be paid to Sublandlord at the Minimum Annual address set forth in Section 1.11, or to such other person or such other place as Sublandlord may from time to time designate in writing. If any Rent is not paid within five (5) days of when due, Subtenant acknowledges that Sublandlord will incur additional administrative expenses and costs which are difficult or economically impractical to ascertain. Subtenant shall pay (i) an administrative charge to Sublandlord equal to [***], (ii) any attorneys fees reasonably incurred by Sublandlord by reason of Subtenant's failure to pay Rent and/or Other Charges when due hereunder, and (iii) interest at the Interest Rate (defined in effect Section 14.4), until fully paid. Neither demand for nor receipt of any late charge called for under this Sublease shall (i) operate to waive any default by Subtenant or provide a substitute for Subtenant's full and timely performance of the prior lease year beginning April 1obligation to pay Rent, 2010or (ii) limit the exercise of any other right or remedy Sublandlord may have under this Sublease in case of Subtenant's default. In addition to the late charge described above, any Rent or other amounts owing hereunder which are not paid within ten (10) days after the date they are due shall bear interest from the date when due until paid at a rate per annum equal to the lesser of (i) the annual Bank Prime Loan rate cited in the Federal Reserve Statistical Release Publication G.13(415), published on the first Tuesday of each calendar month (or such other comparable index as Sublandlord and Subtenant shall reasonably agree upon if such rate ceases to be published) plus [***], and (ii) the highest rate permitted by Law. Notwithstanding the foregoing, during each year Sublandlord will waive the imposition of a late charge and interest for the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer first late payment of Rent in any one (1) calendar year period, provided the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual is paid within five (5) days of notice to Subtenant that the Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:is past due.

Rent. (aA) Paragraph 3(b) From the date of this Lease Agreement to the date of the Current Lease issuance of the Bonds referred to in Paragraph 22 hereof, the County shall pay to the Issuer as rent hereunder the sum of One Dollar ($1.00), the receipt and sufficiency of which is hereby deleted and amended and restated to provide as follows: (b) For each acknowledged by the Issuer. Commencing upon the date of issuance of the lease years beginning April 1Bonds and continuing so long as the Bonds are outstanding and unpaid, 2011 and April 1, 2012 the County shall pay to the Issuer as rent hereunder the amounts set forth in Exhibit C hereto (the “Carryover PeriodLease Payments”) on the dates prescribed therefor in Exhibit C hereto (the “Lease Payment Dates”). The parties agree that, respectivelyif, Minimum Annual Rent on the date of execution of this Lease Agreement, the amounts to be set forth in Exhibit C are unascertained, the parties hereto shall accrue execute an addendum to this Lease Agreement in an amount order to add Exhibit C to this Lease Agreement no later than the date of issuance of the Bonds. Such Exhibit C shall provide for semiannual payments of the Lease Payments on and in each year, commencing on ,_ 2014, said date targeted for the completion of the Project, and continuing for so long as the Bonds are outstanding, subject to the conditions set forth in this Section 4(A). The amounts to be set forth in Exhibit C shall be equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent as set forth in the schedule (hereinafter “Deferred Rent Amount”) until the expiration of the Term of the Lease as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation required to pay the Deferred Rent Amount shall principal of and the interest on the Bonds. (B) The parties recognize and agree that integral to the issuance of the Bonds for the Project, the Issuer will assign certain of its rights under this Lease Agreement to a trustee (the “Trustee”) for the benefit of the owners of the Bonds pursuant to a trust agreement to be excusedexecuted by and between the Issuer and a Trustee (the “Trust Agreement”). The parties agree that upon so long as the occurrence Bonds remain outstanding and unpaid, all Lease Payments due to the Issuer under subparagraph (A) of an Event this Paragraph 4 shall be paid by the County to the Trustee, as assignee of Defaultthe Issuer, for deposit into the Lease Payment Fund to be created under the Trust Agreement (the “Lease Payment Fund”) and for disbursement to the owners of the Bonds, all as shall be provided in the Trust Agreement. The parties further agree that any amounts transferred by the Trustee to the Lease Payment Fund pursuant to the Trust Agreement shall be treated, pro tanto, as a payment of rent by the County pursuant to subparagraph (A) of this Paragraph 4. (C) Commencing on ,_ 2014, and continuing on each Lease Payment Date thereafter for so long as the Bonds are outstanding, the Deferred Rent Amount Issuer shall be included as part contribute funds toward the Lease Payments in the amount calculated pursuant to the terms of Exhibit D (the “Issuer Contribution Payments”). The Issuer shall send the Issuer Contribution Payments to the Director of Finance of ▇▇▇▇▇▇ County at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The Issuer Contribution Payment is a material term of this Lease Agreement and is an absolute and unconditional obligation of the unpaid rent due and payable Issuer to Landlordthe County. After Notwithstanding anything herein to the Carryover Periodcontrary, during each remaining year the Issuer’s failure to make the Issuer Contribution Payments shall not constitute an event of default under this Lease Agreement. In addition, nothing in this subparagraph 4(C) shall affect or impair the obligation of the LeaseCounty, Tenant shall be permitted which is absolute and unconditional (subject to Paragraph 8 (Nonappropriation), to pay on account of Minimum Annual Rent the sums Lease Payments as provided in this Lease Agreement, or affect or impair the schedule below (without any CPI Adjustment right of action, which is also absolute and unconditional, of the Issuer to institute suit to enforce and collect such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:payment.

Rent. a. Subtenant covenants and agrees to pay Sublandlord, in advance, on or before the Commencement Date and on the first day of each subsequent calendar month during the Term base rent (a“Base Rent”) Paragraph 3(bin the following amounts: Period Monthly Rent PSF Monthly Installment Months 1*-12 $10.45 $20,290.42 Months 13-Expiration $10.76 $20,892.33 [* including any initial partial month] b. All amounts other than Base Rent that may be due Sublandlord under this Sublease shall be deemed “Additional Rent.” Subtenant covenants and agrees to pay Sublandlord all Additional Rent when due hereunder, without any setoff, abatement or deduction whatsoever. If no time period or due date is set forth herein for any particular item of Additional Rent, such Additional Rent shall be due within fifteen (15) days after presentation of an invoice therefor. Additional Rent and Base Rent shall hereinafter be collectively referred to herein as “Rent.” c. In addition to Base Rent, Subtenant shall pay to Sublandlord together with each installation of Base Rent, fifty-one percent (51%) (“Subtenant’s Share”) of the Current Lease is hereby deleted and amended and restated to provide Sublandlord’s Pro Rata Share (as follows: (b) For each of the lease years beginning April 1, 2011 and April 1, 2012 (the “Carryover Period”), respectively, Minimum Annual Rent shall accrue in an amount equal to the Base Rent for Adjustment Purposes, increased by one half the CPI Adjustment, but in no event shall the Minimum Annual Rent for either such year be (1) less than the Minimum Annual Rent in effect for the preceding year, nor (2) greater than $1,384,000.00 per year. For the purposes of this Section 3(b), the Base Rent for Adjustment Purposes for the lease year beginning April 1, 2011 is $1,194,350.40, being the Minimum Annual Rent in effect for the prior lease year beginning April 1, 2010. Notwithstanding the foregoing, during each year of the Carryover Period, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided defined in the schedule below Prime Lease) of (without any CPI Adjustment to such amounts in the schedule), and defer payment of the difference between Minimum Annual Rent calculated in accordance with this paragraph and Minimum Annual Rent i) real estate taxes charged by Prime Landlord as set forth in Section 5 of the schedule Prime Lease, (hereinafter “Deferred ii) common area maintenance and management costs charged by Prime Landlord as set forth in Section 7 of the Prime Lease, (iii) insurance for the Building charged by Prime Landlord as set forth in Section 9 of the Prime Lease, and (iv) all other amounts payable by Sublandlord under the Prime Lease other than (A) the Base Rent Amount”set forth therein, (B) amounts applicable to maintenance, repair, or replacement of only the Retained Premises, and (C) amounts due in connection with a breach or default by Sublandlord under the Prime Lease not caused by a breach or default of Subtenant hereunder. Subject to Section 11 hereof, Sublandlord shall be and shall remain responsible under the Prime Lease for all payments owed to Prime Landlord, except for any payments arising out of any act, request, violation, breach, or default of Subtenant, which shall be paid to Sublandlord, or, at Sublandlord’s election, to Prime Landlord, not less than five (5) business days before the date due to Prime Landlord. Sublandlord shall promptly deliver to Subtenant all statements, invoices and true-ups received from the Prime Landlord pursuant to Section 5 and Section 7 of the Prime Lease. d. Subtenant shall pay as Additional Rent Subtenant’s Share of all utilities consumed in the Premises within fifteen (15) days of Sublandlord’s presentation of the applicable utility company invoices therefor. e. If the Term does not begin on the first day or end on the last day of a calendar month, the monthly installment of Rent for that partial month shall be prorated by multiplying the Rent amount by a fraction, the numerator of which is the number of days of that calendar month included in the Term and the denominator of which is the total number of days in the calendar month in question. f. All Rent shall be paid to Sublandlord in lawful currency of the United States at Sublandlord’s address set forth in Section 9 or at such other place designated by Sublandlord from time to time by written notice to Subtenant. Subtenant shall pay a late fee equal to five percent (5%) of any Rent not timely paid. In addition, all sums due and payable as Rent not paid within five (5) days following notice of nonpayment shall bear interest from the date originally due until paid at a rate per annum equal to the lesser of ten percent (10%) per annum and the maximum rate permitted under applicable law. All interest accrued under this Subsection shall be deemed to be Additional Rent. g. Concurrently with the execution of this Sublease, Subtenant shall deposit with Sublandlord the sum of $40,581.00 to secure the faithful performance by Subtenant of all of the terms, covenants, and conditions of this Sublease by Subtenant to be kept and performed during the Term hereof. Subtenant agrees if it shall fail beyond any applicable notice and cure period to pay any installment of Rent provided in this Sublease, or if Subtenant shall be in default or breach of any of the other terms, covenants, or conditions of this Sublease beyond any applicable notice and cure period and Sublandlord shall suffer any damages as a result thereof, then Sublandlord may, at its option (but shall not be required to) apply said deposit to any Rent or other sum due and unpaid by Subtenant to Sublandlord hereunder, to any damage suffered by Sublandlord as a result of such default or breach and to any reasonable attorneys’ fees incurred by Sublandlord in connection therewith. Should any portion of the deposit be applied, then Subtenant shall forthwith remit to Sublandlord a sufficient amount in cash to restore said security deposit to its original amount, and Subtenant’s failure to do so within five(5) business days after demand shall constitute a breach of this Sublease. The unappropriated balance of said security deposit shall be returned to Subtenant following the expiration of the Term or upon any earlier termination not resulting from Subtenant’s default within thirty (30) days of such expiration or earlier termination. Under no circumstances shall the Lease deposit be used as extended by this Amendment, without the occurrence of an Event of Default by Tenant, at which time Tenant’s obligation to pay the Deferred Rent Amount shall be excused. The parties agree that upon the occurrence of an Event of Default, the Deferred Rent Amount shall be included as part of the unpaid rent due and payable to Landlord. After the Carryover Period, during each remaining year of the Lease, Tenant shall be permitted to pay on account of Minimum Annual Rent the sums as provided in the schedule below (without any CPI Adjustment to such amounts in the schedule). For the purpose of this Section 3(b), the following terms shall have the meanings defined below:or considered pre-paid rent.