Common use of Rent Clause in Contracts

Rent. (a) From 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 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 without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 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 Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereof.

Rent. (a) From and after the Commencement Date, Subtenant Sublessee shall pay to Sublandlord annual fixed the order of Sublessor, as rent (for the “Fixed Rent”) Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth on Schedule 4 in Exhibit D attached heretohereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Fixed Rent Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in advance 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 monthly installments set forth on Schedule 4Lease. In addition, pro-rated on a per diem basis 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 (the "Additional Payments"). The term "Payments", as used herein, shall refer to 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 case of any partial months 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. Except The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the 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 otherwise set forth herein, each monthly installment of Fixed Rent to rate or amount [include for municipal Sublessees only]].[ Payments shall be payable on subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each monthfiscal year of Sublessee during the Lease Term, without notice or demand and without abatement, set-off or deduction. (b) From and after Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the Commencement Date, Subtenant agrees to pay to Sublandlord, form attached hereto as additional rent hereunder, Exhibit G. Sublessee reasonably believes that legally available funds in an amount equal sufficient to make all of the 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 2011. In addition, Payments during the Free-Rent Period, Sublandlord shall pay all utilities and other operating costs for the Subleased Premises. In the event of a termination Lease Term of this Sublease prior and the Lease can be obtained. Sublessee currently intends to December 31, 2015, as a result of any default by or on behalf of Subtenant, any such Fixed Rent do all things lawfully within its power to obtain and Direct Expenses previously abated hereunder shall be immediately due and payable maintain funds from Subtenant to Sublandlord. (d) In addition to which the Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as Payments may be provided made. Sublessee hereby acknowledges its obligations to make payments under all the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofvarious circumstances described above.

Rent. (a) Lessee shall pay rent during the term of this Lease comprising a monthly reservation fee (the "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 Rent otherwise owed for such Site shall not be owed, 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: (i) Section 1(d), then the applicable portion of the Rent for such Removed Site shall be reduced in an amount equal to the 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 such Removed Site shall not be owed, or (B) not met at the time, the applicable portion of the Rent for such Removed Site shall be reduced by the Pro Rata Amount (defined in Section 24). (d) From and after the Commencement date that is three (3) months after the Effective 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 if either party learns of or discovers that Lessee has equipment at a space on a per diem basis Site hereunder or on a site elsewhere in the case of any partial months during the Term. Except as otherwise set forth hereinLessor's network, each monthly installment of Fixed Rent shall be payable on and such space or before the first day of each month, without notice or demand and without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the 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 site is not then described in material default and subject to a Site Schedule as a Site under this Sublease Lease but was occupied by Lessee before the Effective Date (beyond any applicable notice and cure perioda "Discovered Site"), Fixed Rent and Direct Expenses 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 abated required to pay rent for such Discovered Site to Lessor ("Discovered Site Rent") for the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 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 retroactively to the Fixed Rent and Direct ExpensesEffective Date until Lessee removes its equipment from the Discovered Site, Subtenant agrees at a monthly rate equal to pay to Sublandlord all Subtenant Surcharges (as hereinafter defined1) as additional rent hereunder. As used herein, 75% of the term “Subtenant Surcharges” shall mean any and all amounts which become due and payable by Sublandlord to Arch Rate if Lessee first notifies Lessor of 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇Discovered Site, or with the consent (2) 125% of the Overlandlord, Subtenant shall pay any Subtenant Surcharge within fifteen (15) business days after Subtenant’s receipt Arch Rate if Lessor first notifies Lessee of the Overlandlord’s statements from SublandlordDiscovered Site. 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within Within thirty (30) days thereoffollowing 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 Lessee be responsible for any local, state or federal capital levy, franchise tax, or revenue tax on profits of Lessor. (g) As part of the consideration hereunder, throughout the term of this Lease, Lessee shall provide at no charge to Lessor, ten (10) two-way paging devices and related paging services in the 50,000 character/month per device (with $.0006 character/month charge for excess usage). The use of such devices will be subject to Lessee's standard terms and conditions.

Rent. (a) From and after During the Commencement DateInitial Term, Subtenant shall Lessee will pay to Sublandlord annual Lessor on the last Business Day of each Quarter the fixed rent (the “Fixed Rent”) in the amounts payment set forth on Schedule 4 attached hereto. 1 for such Quarter (the “Initial Term Fixed Rent Payments”). The Initial Term Fixed Rent Payments shall be payable in advance in through the monthly installments set forth on Schedule 4end of the Initial Term notwithstanding any termination of this Lease (and the obligation to make all such Initial Term Fixed Rent Payments will be treated as having been incurred at the inception of the Initial Term), except for a termination pursuant to Section 3.1(e). In the event that this Lease is terminated pursuant to Section 3.1(e) prior to the end of the Initial Term, no further Initial Term Fixed Rent Payments shall be due, though the Lessee will pay to the Lessor a pro-rated on a per diem basis in amount of the case of any partial months during the Term. Except as otherwise set forth herein, each monthly installment of Initial Term Fixed Rent shall be payable on or before Payment due with respect to the first day of each month, without notice or demand and without abatement, set-off or deductionQuarter in which this Lease is terminated. (b) From and after the Commencement DateDuring each Renewal Term, Subtenant agrees to Lessee will pay to Sublandlord, as additional rent hereunder, an amount equal to all Lessor on the last Business Day of each Quarter the Real Estate Taxes fixed payment set forth on Schedule 1 for such Quarter (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 ExpensesRenewal Term Fixed Rent Payments”). Sublandlord The Renewal Term Fixed Rent Payments shall provide Subtenant with evidence of its payment be payable through the end 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 applicable Renewal Term notwithstanding any applicable notice and cure period), Fixed Rent and Direct Expenses shall be abated for the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 Lease (and the obligation to December 31, 2015, as a result of any default by or on behalf of Subtenant, any make all such Renewal Term Fixed Rent and Direct Expenses previously abated hereunder shall Payments will be immediately due and payable from Subtenant to Sublandlord. (d) In addition to treated as having been incurred at the Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, or with the consent inception of the OverlandlordRenewal Term), Subtenant shall pay any Subtenant Surcharge within fifteen (15) business days after Subtenant’s receipt of the Overlandlord’s statements from Sublandlordexcept for a termination pursuant to Section 3.1(e). In the event that Subtenant disputes this Lease is terminated pursuant to Section 3.1(e) prior to the Subtenant Surchargesend of the applicable Renewal Term, Sublandlord agrees no further Renewal Term Fixed Rent Payments shall be due, though the Lessee will pay to cooperate the Lessor a pro-rated amount of the Renewal Term Fixed Rent Payment due with Subtenant respect to the Quarter in seeking a reduction which this Lease is terminated. During the Term and subject to receipt of satisfactory redeterminations of qualified emissions reductions in accordance with the Refined Coal Guidance in effect at the time of such disputed amount from redetermination (it being understood that redeterminations are currently required to be performed on a semi-annual basis and thus may not be required for each Quarter), Lessee will pay to Lessor quarterly on the Overlandlord, and if Contingent Rent Payment Date for each Quarter the Contingent Rent Payment for such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereof.Quarter and

Rent. (a) From and after Commencing upon the Ground Lease Commencement Date, Subtenant shall pay to Sublandlord annual fixed the initial rent for the Site (the “Fixed Rent”) shall be [***] per annum, payable in equal installments of [***] per month, adjusted upward every five (5) years thereafter during the amounts set forth Term by a percentage equal to the greater of [***] or the CPI Percentage Increase (as defined below), but in no event to exceed an adjustment during any Adjustment Period (as defined below) of greater than [***]. The period of time from the Ground Lease Commencement Date through the date five years thereafter, and each five (5) year period thereafter shall be defined herein as an “Adjustment Period.” Any upward adjustment based on Schedule 4 attached hereto. Fixed a CPI Percentage Increase (as defined below) to any payment under this Ground Lease shall hereinafter be referred to as a “CPI Adjustment.” Such Rent will be due each month on the 1st day of the month and shall be payable by the 15th day of that month; provided, however, that: (x) the first payment of Rent shall be payable in advance in on the monthly installments set forth on Schedule 4Ground Lease Commencement Date and, pro-rated on if the Ground Lease Commencement Date is a per diem basis in the case of any partial months during the Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on or before date other than the first day of each the month, without notice or demand and without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the 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 first 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 in a prorated amount for the period (of time between the “Free-Rent Period”) beginning on the Ground Lease Commencement Date and continuing through March 31the next following first day of the month; (y) the first payment of Rent due upon the commencement of any new Adjustment Period will be owed and paid one month after the commencement of that Adjustment Period in order to permit the Tenant to calculate the CPI Percentage Increase, 2011. In addition, during as set forth below; and (z) the Free-last payment of Rent Period, Sublandlord shall pay all utilities and other operating costs be in a prorated amount for the Subleased Premises. In period of time between the event of a termination of this Sublease prior to December 31, 2015, as a result of any default by 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 Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, or with the consent preceding first day of the Overlandlord, Subtenant shall pay any Subtenant Surcharge within fifteen (15) business days after Subtenant’s receipt month and the last day 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofTerm.

Rent. (a) From and after During the Commencement DateInitial Term, Subtenant shall Lessee will pay to Sublandlord annual fixed rent (Lessor on the “Fixed Rent”) in first Business Day of each Quarter the amounts payment set forth on Schedule 4 attached hereto1 for such Quarter (or, if applicable, the pro- rated portion thereof) (the “Initial Term Rent Payments”). Fixed The Initial Term Rent Payments for a Quarter shall be adjusted in an amount equal to any applicable increase or decrease calculated in accordance with the methodology set forth in Exhibit C. The Initial Term Rent Payments shall be payable through the end of the Initial Term notwithstanding any termination of this Lease (and the obligation to make all such Initial Term Rent Payments will be treated as having been incurred at the inception of the Initial Term), except for a termination pursuant to Section 3.1(f). In the event that this Lease is terminated pursuant to Section 3.1(f) prior to the end of the Initial Term, no further Initial Term Rent Payments shall be due, though the Lessee will pay to the Lessor a pro-rated amount of the Initial Term Rent Payment due with respect to the Quarter in advance in which this Lease is terminated. With respect to the monthly installments first payment to be made hereunder for the first Quarter of the Initial Term, Lessee shall pay to Lessor (i) on the Effective Date, the pro-rated portion of the Initial Term Rent Payment set forth on Schedule 41 for such Quarter for the period of time from and including the Effective Date to the end of such Quarter, and (ii) within fifteen (15) Days after the Effective Date, the pro-rated on a per diem basis in portion of the case all rent payments due under the Exchange Lease for the period of any partial months during the Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on or before time from the first day of each month, without notice or demand and without abatement, set-off or deductionthe current Renewal Term (as such term is defined in the Exchange Lease) under the Exchange Lease to (but not including) the Effective Date. (b) From and after the Commencement DateDuring each Renewal Term, Subtenant agrees to Lessee will pay to SublandlordLessor on the first Business Day of each Quarter the payment set forth on Schedule 1 for such Quarter (or, as additional rent hereunderif applicable, the pro-rated portion thereof) (the “Renewal Term Rent Payments”). The Renewal Term Rent Payments for a Quarter shall be adjusted in an amount equal to all any applicable increase or decrease calculated in accordance with the methodology set forth in Exhibit C. The Renewal Term Rent Payments shall be payable through the end of the Real Estate Taxes applicable Renewal Term notwithstanding any termination of this Lease (and the obligation to make all such Renewal Term Rent Payments will be treated as defined in Section 5.(B)(1) having been incurred at the inception of the ▇▇▇▇▇▇▇▇▇Renewal Term), except for a termination pursuant to Section 3.1(f). In the event that this Lease is terminated pursuant to Section 3.1(f) and Operating Expenses (as defined in Section 5.(C)(1) prior to the end of the ▇▇▇▇▇▇▇▇▇) applicable Renewal Term, no further Renewal Term Rent Payments shall be due, though the Lessee will pay to the Lessor a pro-rated amount of the Renewal Term Rent Payment due from Sublandlord with respect to Overlandlord the Quarter in which this Lease is terminated. If this Lease is extended beyond December 10, 2021 pursuant to Sections 5.(B) and 5.(C) Section 3.1(b), the Parties shall negotiate in good faith to agree on the Rent Payments for Renewal Terms during such extension. If the Parties cannot agree in good faith on the Rent Payments for such Renewal Terms by the commencement of the ▇▇▇▇▇▇▇▇▇such extension, respectively (collectively, “Direct Expenses”). Sublandlord then this Lease shall provide Subtenant with evidence terminate as of its payment of the Direct Expenses to Overlandlord within five (5) business days of the date Sublandlord makes such payment to Overlandlorddate. (c) So long as Subtenant is not then Lessee shall make the Rent Payments in material default under this Sublease (beyond any applicable notice and cure period), Fixed Rent and Direct Expenses shall be abated for immediately available funds to an account in the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 2011United States of America designated from time to time to Lessee in writing by Lessor. In addition, during the Free-Rent Period, Sublandlord shall pay all utilities and other operating costs for the Subleased Premises. In the event The initial nominated account of a termination of this Sublease prior to December 31, 2015, as a result of any default by 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 Fixed 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 Lessor is: Colorado Business Bank ABA #: ▇▇▇▇▇▇▇▇▇ Account Name: AEC-TH, LLC Account #: * (without additional charge or profit d) Any Rent required 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 be paid under this Sublease or Section 2.2 that is not so paid (unless subject to a good faith dispute) will bear interest from the date on which are otherwise attributable Rent was required to be paid to the Subleased Premises, including, but not limited to: (i) any increases in date such Rent is actually received by Lessor at an effective annual rate equal to the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 SublandlordInterest Rate. In the event that Subtenant disputes of a dispute with respect to any Rent pursuant to this Section 2.2, the Subtenant Surcharges, Sublandlord agrees Parties shall continue to cooperate with Subtenant in seeking a reduction perform their obligations as required hereunder. Upon resolution of such disputed amount dispute, the Rent, if any, determined to be owing by Lessee to Lessor (by agreement of the Parties or final determination of a court of competent jurisdiction) shall be paid within five Business Days following such resolution, together with interest (using the interest rate described above) from the Overlandlord, and if such reduction is obtained, date Lessee was required to pay the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofdisputed amount.

Rent. (a) From and after At the Commencement DateClosing provided for under the Agreement to Lease, Subtenant Lessee shall pay Lessor as provided in the Agreement to Sublandlord annual fixed Lease * as prepaid rent (the “Fixed Prepaid 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 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 without abatement, set-off or deduction). (b) From During the Initial Term, and after subject to Section 2.5 of the Commencement DateAgreement to Lease, Subtenant agrees to Lessee will pay to Sublandlord, as additional rent hereunder, an amount equal to all Lessor on the last Business Day of each Quarter the Real Estate Taxes fixed payment set forth on Schedule 1 for such Quarter (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 ExpensesInitial Term Fixed Rent Payments”). Sublandlord The Initial Term Fixed Rent Payments shall provide Subtenant with evidence of its payment be payable through the end of the Direct Expenses Initial Term notwithstanding any termination of this Lease (and the obligation to Overlandlord within five (5) business days make all such Initial Term Fixed Rent Payments will be treated as having been incurred at the inception of the date Sublandlord makes such payment Initial Term), except for a termination pursuant to OverlandlordSection 3.1(e). In the event that this Lease is terminated pursuant to Section 3.1(e) prior to the end of the Initial Term, no further Initial Term Fixed Rent Payments shall be due, though the Lessee will pay to the Lessor a pro-rated amount of the Initial Term Fixed Rent Payment due with respect to the Quarter in which this Lease is terminated. (c) So long as Subtenant is not then in material default under this Sublease (beyond any applicable notice and cure period)During each Renewal Term, Fixed Rent and Direct Expenses shall be abated Lessee will pay to Lessor on the last Business Day of each Quarter the fixed payment set forth on Schedule 1 for the period such Quarter (the “Free-Renewal Term Fixed Rent PeriodPayments”) beginning on ). The Renewal Term Fixed Rent Payments shall be payable through the Commencement Date and continuing through March 31, 2011. In addition, during end of the Free-Rent Period, Sublandlord shall pay all utilities and other operating costs for the Subleased Premises. In the event of a applicable Renewal Term notwithstanding any termination of this Sublease prior Lease (and the obligation to December 31, 2015, as a result of any default by or on behalf of Subtenant, any make all such Renewal Term Fixed Rent and Direct Expenses previously abated hereunder shall Payments will be immediately due and payable from Subtenant to Sublandlord. (d) In addition to treated as having been incurred at the Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, or with the consent inception of the OverlandlordRenewal Term), Subtenant shall pay any Subtenant Surcharge within fifteen (15) business days after Subtenant’s receipt of the Overlandlord’s statements from Sublandlordexcept for a termination pursuant to Section 3.1(e). In the event that Subtenant disputes this Lease is terminated pursuant to Section 3.1(e) prior to the Subtenant Surcharges, Sublandlord agrees to cooperate with Subtenant in seeking a reduction of such disputed amount from the Overlandlord, and if such reduction is obtained, the corresponding reduction end of the Subtenant Surcharge applicable Renewal Term, no further Renewal Term Fixed Rent Payments shall be refunded due, though the Lessee will pay to Subtenant within thirty (30) days thereofthe Lessor a pro-rated amount of the Renewal Term Fixed Rent Payment dues with respect to the Quarter in which this Lease is terminated.

Rent. (a) From and after During the Commencement DateInitial Term, Subtenant shall Lessee will pay to Sublandlord annual fixed rent (Lessor on the “Fixed Rent”) in first Business Day of each Quarter the amounts payment set forth on Schedule 4 attached hereto1 for such Quarter (or, if applicable, the pro- rated portion thereof) (the “Initial Term Rent Payments”). Fixed The Initial Term Rent Payments for a Quarter shall be adjusted in an amount equal to any applicable increase or decrease calculated in accordance with the methodology set forth in Exhibit C. The Initial Term Rent Payments shall be payable through the end of the Initial Term notwithstanding any termination of this Lease (and the obligation to make all such Initial Term Rent Payments will be treated as having been incurred at the inception of the Initial Term), except for a termination pursuant to Section 3.1(f). In the event that this Lease is terminated pursuant to Section 3.1(f) prior to the end of the Initial Term, no further Initial Term Rent Payments shall be due, though the Lessee will pay to the Lessor a pro-rated amount of the Initial Term Rent Payment due with respect to the Quarter in advance in which this Lease is terminated. With respect to the monthly installments first payment to be made hereunder for the first Quarter of the Initial Term, Lessee shall pay to Lessor (i) on the Effective Date, the pro-rated portion of the Initial Term Rent Payment set forth on Schedule 41 for such Quarter for the period of time from and including the Effective Date to the end of such Quarter, and (ii) within fifteen (15) Days after the Effective Date, the pro-rated on a per diem basis in portion of the case all rent payments due under the Exchange Lease for the period of any partial months during the Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on or before time from the first day of each month, without notice or demand and without abatement, set-off or deductionthe current Renewal Term (as such term is defined in the Exchange Lease) under the Exchange Lease to (but not including) the Effective Date. (b) From and after the Commencement DateDuring each Renewal Term, Subtenant agrees to Lessee will pay to SublandlordLessor on the first Business Day of each Quarter the payment set forth on Schedule 1 for such Quarter (or, as additional rent hereunderif applicable, the pro-rated portion thereof) (the “Renewal Term Rent Payments”). The Renewal Term Rent Payments for a Quarter shall be adjusted in an amount equal to all any applicable increase or decrease calculated in accordance with the methodology set forth in Exhibit C. The Renewal Term Rent Payments shall be payable through the end of the Real Estate Taxes applicable Renewal Term notwithstanding any termination of this Lease (and the obligation to make all such Renewal Term Rent Payments will be treated as defined in Section 5.(B)(1) having been incurred at the inception of the ▇▇▇▇▇▇▇▇▇Renewal Term), except for a termination pursuant to Section 3.1(f). In the event that this Lease is terminated pursuant to Section 3.1(f) and Operating Expenses (as defined in Section 5.(C)(1) prior to the end of the ▇▇▇▇▇▇▇▇▇) applicable Renewal Term, no further Renewal Term Rent Payments shall be due, though the Lessee will pay to the Lessor a pro-rated amount of the Renewal Term Rent Payment due from Sublandlord with respect to Overlandlord the Quarter in which this Lease is terminated. If this Lease is extended beyond November 9, 2021 pursuant to Sections 5.(B) and 5.(C) Section 3.1(b), the Parties shall negotiate in good faith to agree on the Rent Payments for Renewal Terms during such extension. If the Parties cannot agree in good faith on the Rent Payments for such Renewal Terms by the commencement of the ▇▇▇▇▇▇▇▇▇such extension, respectively (collectively, “Direct Expenses”). Sublandlord then this Lease shall provide Subtenant with evidence terminate as of its payment of the Direct Expenses to Overlandlord within five (5) business days of the date Sublandlord makes such payment to Overlandlorddate. (c) So long as Subtenant is not then Lessee shall make the Rent Payments in material default under this Sublease (beyond any applicable notice and cure period), Fixed Rent and Direct Expenses shall be abated for immediately available funds to an account in the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 2011United States of America designated from time to time to Lessee in writing by Lessor. In addition, during the Free-Rent Period, Sublandlord shall pay all utilities and other operating costs for the Subleased Premises. In the event The initial nominated account of a termination of this Sublease prior to December 31, 2015, as a result of any default by 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 Fixed 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 Lessor is: Colorado Business Bank ABA #: ▇▇▇▇▇▇▇▇▇ Account Name: AEC-NM, LLC Account #: * (without additional charge or profit d) Any Rent required 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 be paid under this Sublease or Section 2.2 that is not so paid (unless subject to a good faith dispute) will bear interest from the date on which are otherwise attributable Rent was required to be 6 paid to the Subleased Premises, including, but not limited to: (i) any increases in date such Rent is actually received by Lessor at an effective annual rate equal to the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 SublandlordInterest Rate. In the event that Subtenant disputes of a dispute with respect to any Rent pursuant to this Section 2.2, the Subtenant Surcharges, Sublandlord agrees Parties shall continue to cooperate with Subtenant in seeking a reduction perform their obligations as required hereunder. Upon resolution of such disputed amount dispute, the Rent, if any, determined to be owing by Lessee to Lessor (by agreement of the Parties or final determination of a court of competent jurisdiction) shall be paid within five Business Days following such resolution, together with interest (using the interest rate described above) from the Overlandlord, and if such reduction is obtained, date Lessee was required to pay the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofdisputed amount.

Rent. (a) From and after the Commencement Date, Subtenant Tenant shall pay to Sublandlord annual fixed Landlord as the base rent for the Premises (the “Fixed Base Rent”) in the amounts amount set forth on Schedule 4 attached heretoin Section 1, subject to adjustment as hereinafter provided. Fixed Nothing contained herein shall be construed at any time so as to reduce the Base Rent payable hereunder below the amount set forth above. Base Rent shall be payable adjusted in advance in accordance with the monthly installments set forth on Schedule 4, pro-rated on a per diem basis in the case of following provisions (any partial months during the 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 without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the 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, such adjustment is “Direct ExpensesAdditional Rent”). Sublandlord Prior to January 1 of each year in the Term or as soon thereafter as reasonably possible, Landlord shall provide Subtenant Tenant with evidence Landlord’s good faith estimate (which Landlord may re-estimate at any time) of Operating Expenses and Taxes for the next calendar year in the Term (each, an “Operating Period”), and commencing on January 1 of each Operating Period, one-twelfth (1/12) of Tenant’s Pro-rata Share of the estimated Operating Expenses and Taxes will be due each month from Tenant as Tenant’s Additional Rent during such Operating Period. If Landlord’s statement is furnished after the start of an Operating Period, then Tenant shall continue to pay the monthly amount of its Additional Rent due for the prior Operating Period and on the next monthly Additional Rent payment date after Tenant receives Landlord’s statement, Tenant shall also pay any excess amounts allocable to the prior months in that Operating Period. As of the Direct Expenses to Overlandlord within five (5) business days Effective Date of this Lease, Landlord’s estimate is that the date Sublandlord makes such payment to Overlandlord. (c) So long amount that will be due as Subtenant is not then in material default under this Sublease (beyond any applicable notice and cure period), Fixed Additional Rent and Direct Expenses shall be abated hereunder for the period (the “Free-Rent Period”) beginning on year in which the Commencement Date and continuing through March 31, 2011occurs will be $18.80 per RSF of the Rentable Area of Premises per year. In addition, during Until further written notice is forwarded from Landlord to Tenant in accordance with the Free-Rent Period, Sublandlord shall pay all utilities and other operating costs for the Subleased Premises. In the event of a termination provisions of this Sublease prior Lease, Tenant shall remit 1/12th of this amount to December 31, 2015, Landlord monthly as a result of any default by 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 Fixed 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 , to be paid at the same time and in the ▇▇▇▇▇▇▇▇▇) which would not have become due and payable but for the acts and/or failures to act same manner as Tenant’s monthly payments of Subtenant under this Sublease or which are otherwise attributable to the Subleased Premises, including, but not limited to: (i) any increases in the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofBase Rent.

Rent. (a) From and after the Commencement DateEach Lease Year (as hereinafter defined), Subtenant Tenant shall pay to Sublandlord annual fixed rent (the “Fixed Landlord Base 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 without setoff or deductions of any partial months during the Term. Except kind (except as otherwise set forth hereinin this Lease), each in equal monthly installment of Fixed Rent shall be payable installments, in advance, on or before the first day of each monthcalendar month of the Term at the address of Landlord stated above or such other place as Landlord may designate in writing from time to time, with payment in advance of appropriate fractions of a monthly payment for any portion of a month at the commencement and termination of the Term. Every amount payable by Tenant to Landlord hereunder shall (except as otherwise set forth in this Lease) be paid without notice setoff or demand deductions of any kind on demand. Base Rent and without abatementAdditional Rent are herein collectively called “Rent”. Any Rent not paid by Tenant within ten (10) days after its due date shall thereafter be payable with a late charge equal to five (5%) percent of the unpaid rent installment, set-off or deductionas Additional Rent. (b) From and after Tenant’s obligation to pay Base Rent under this Lease shall commence on the Rent Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the 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 The obligation of Tenant to pay all sums of Additional Rent and Direct Expenses shall be abated for the period (the “Free-Rent Period”) beginning commence on the Commencement Date of the Lease and continuing through March 31, 2011. In addition, there shall be no abatement whatsoever of the obligation of Tenant to pay such sums during any period or part of any lease year during the Free-Rent Period, Sublandlord shall pay all utilities and other operating costs for term of the Subleased Premises. In the event of a termination of this Sublease prior to December 31, 2015, as a result of any default by or on behalf of Subtenant, any such Fixed Rent and Direct Expenses previously abated hereunder shall be immediately due and payable from Subtenant to SublandlordLease. (d) In addition to the Fixed Rent and Direct Expenses, Subtenant agrees to pay to Sublandlord all Subtenant Surcharges (as hereinafter defined) as additional rent hereunder. As used herein, the The term “Subtenant SurchargesLease Year” shall mean any and all amounts which become due and payable by Sublandlord to a period of twelve (12) consecutive calendar months. The first “Lease Year” shall commence on 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of SubtenantCommencement Date, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, or shall end with the consent expiration of the Overlandlordnext succeeding twelve (12) months, Subtenant shall pay any Subtenant Surcharge within fifteen (15) business days after Subtenant’s receipt plus the number of days, if any, required to have the period end at the expiration 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 Overlandlordcalendar month, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge each Lease Year shall be refunded to Subtenant within thirty (30) days thereofrun consecutively thereafter.

Rent. (a) From Rent 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 Closing Date such that Seller will be entitled to Rent attributable to periods prior to the Closing Date and Purchaser will be entitled to Rent attributable to periods from and after the Commencement Closing Date, Subtenant shall pay to Sublandlord annual fixed rent (the “Fixed Rent”) in the amounts all as more particularly 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 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 without abatement, set-off or deduction.below: (b) From and after All Rent, other than Percentage Rent, owed under any Space Lease collected during the Commencement calendar month for the month in which the Closing occurs, but prior to the Closing Date, Subtenant agrees shall be applied in the following order of priority (after deduction of actual out-of-pocket costs of collection paid by Seller to pay third parties): (i) first, to Sublandlord, Rent due from such tenant for the month in which the Closing occurs prorated between Seller and Purchaser as additional rent hereunder, an amount equal to all of the Real Estate Taxes Closing Date, and (as defined ii) second, to the extent the applicable tenant shall be in Section 5.(B)(1) arrears for any Rent due for periods of time prior to the ▇▇▇▇▇▇▇▇▇) and Operating Expenses calendar month during which the Closing occurs (as defined “Rent Arrears”), then Rent collected from such tenant during the calendar month in Section 5.(C)(1) of which the ▇▇▇▇▇▇▇▇▇) Closing occurs shall be applied to Rent Arrears due from Sublandlord to Overlandlord pursuant to Sections 5.(B) and 5.(C) of such tenant for the ▇▇▇▇▇▇▇▇▇, respectively (collectively, “Direct Expenses”). Sublandlord shall provide Subtenant with evidence of its payment of months preceding the Direct Expenses to Overlandlord within five (5) business days of month during which the date Sublandlord makes such payment to OverlandlordClosing occurs. (c) So long as Subtenant is not then in material default All Rent, other than Percentage Rent, owed under this Sublease (beyond any applicable notice and cure period), Fixed Rent and Direct Expenses Space Lease collected after the Closing Date shall be abated 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 then due from the applicable tenant to Purchaser; (ii) second, to Rent due from the applicable tenant for the period calendar month in which the Closing occurs, prorated between Seller and Purchaser as of the Closing Date; and (iii) third, thereafter to the “Free-balance of Rent Period”Arrears due then to Seller from such tenant. Any sums owed to Seller or Purchaser, as the case may be, pursuant to the foregoing shall be paid to the party entitled hereunder to receive such sum within fifteen (15) beginning on days following receipt thereof by the Commencement 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 (1) year following the Closing, Seller shall have the 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 continuing through March 31, 2011. In addition, during prosecuting a lawsuit against the Free-Rent Period, Sublandlord shall pay all utilities applicable tenant and other operating costs for the Subleased Premises. In (B) in the event of a termination of this Sublease prior to December 31, 2015, as a result that after Closing Purchaser evicts or otherwise terminates the possession of any default by or on behalf of Subtenanttenant with Rent Arrears, any Seller shall have the unrestricted right to pursue collection from such Fixed Rent tenant in Seller’s sole discretion including, without limitation, initiating and Direct Expenses previously abated hereunder shall be immediately due and payable from Subtenant to Sublandlordprosecuting a lawsuit against the applicable tenant. (d) In addition 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 Fixed 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 and Direct Expenses, Subtenant agrees to pay to Sublandlord all Subtenant Surcharges (as hereinafter defined) as additional rent hereunderpaid after Closing Date occurs. As used herein, the term “Subtenant SurchargesLease Year” shall mean any and all amounts means the twelve (12) month period (or, as to tenants for which become due and payable by Sublandlord to the Overlandlord under the ▇▇▇▇▇▇▇▇▇ (without additional charge or profit to SublandlordClosing occurs during a partial Lease Year, such applicable shorter period) as “Additional Rent” (as such term to which annual Percentage Rent is defined in the ▇▇▇▇▇▇▇▇▇) which would not have become due and payable but for the acts and/or failures to act of Subtenant owed under this Sublease or which are otherwise attributable to the Subleased Premises, including, but not limited to: (i) any increases in the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofeach Lease.

Rent. (a) From and after a. For the Commencement Date, Subtenant first Lease Year of 2012-2013 in the Initial Lease Term Tenant shall pay base rent in the annual sum of $134,991.96 as adjusted for 2012 by the CPI formula set forth above, payable in twelve equal monthly amounts. Base Rent shall adjust annually for all Lease Years during the Initial Lease Term pursuant to Sublandlord annual fixed rent the CPI formula set forth above. Rent shall commence February 1, 2012, (the “Fixed RentRent Commencement Date”) in the amounts set forth on Schedule 4 attached hereto. Fixed Rent and 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 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 without abatement, set-off or deductionevery month over the Initial Lease Term and any Renewal Term as applicable. (b) From and after b. Tenant shall pay said monthly rent in said amounts in advance commencing on the Rent Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all and on the first day of each and every month thereafter during the Real Estate Taxes (as defined in Section 5.(B)(1) term 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 Overlandlordthis Lease. (c) So long as Subtenant c. This 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 2011a Triple Net Lease. 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 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 Fixed Rent its monthly base rent payment, and Direct Expenses, Subtenant agrees to pay to Sublandlord all Subtenant Surcharges (except as hereinafter defined) as additional rent hereunder. As used otherwise expressly provided herein, Tenant shall pay its proportionate share of all real property taxes and assessments, insurance, common area maintenance and repair expenses associated with its tenancy and the term “Subtenant Surcharges” shall mean any and all amounts which become due and payable property generally. Common area maintenance expenses include 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 way of Subtenant under this Sublease or which are otherwise attributable to the Subleased Premises, includingexample, but are not limited to: Parking lot and exterior building lighting, parking lot snow plowing/shoveling, lawn mowing/fertilization/aeration, tree and shrub trimming/fertilization/replacement, sprinkler system including well start-up, shut- down and repair, building exterior maintenance including painting, siding repair or replacement, parking lot seal coating, striping, parking sign repair or replacement, sidewalk and parking lot curb repair or replacement, roof and gutter repairs, and sewer line clean-out. Triple Net Expenses shall additionally include water, garbage, and recycling services common to the building. Tenant acknowledges that Landlord shall manage the building and property generally with respect to common area maintenance and repair issues, insurance and common utility issues, etc. and shall have sole authority in this regard, with such authority to be exercised in Landlord’s reasonable discretion. As used here, Tenant’s “proportionate share” shall be calculated with Tenant’s stipulated square footage of the footprint of the leased premises (i15,505 rentable square feet) as the numerator and the total square footage of the building as the denominator. It is acknowledged that the amount assessed for common area maintenance and repair may change from time to time. Such variations of actual cost in relation to the actual amount of Triple Net fees paid by Tenant will be reviewed and accounted for by Landlord and reported to Tenant by April 30 of the following year. Based on Landlord’s annual review and accounting, any increases surplus or deficit of Tenant Triple Net payments paid in the Overlandlord’s fireprior year shall be credited or debited, rent or other insurance premiums resulting from any act or omission of Subtenantrespectively, to the Tenant by the Landlord. The Landlord shall set the new estimated Triple Net Expenses amount for the coming year based on anticipated costs, and (ii) Tenant shall agree to pay one-twelfth of such annual prorata charges concurrently with the base rent. All of such additional charges shall be termed the “Triple Net Expenses.” Tenant shall remain liable to pay to Landlord upon demand any additional rent or charges under deficiency in the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service Triple Net Expenses as may be provided under determined to exist by the ▇▇▇▇▇▇▇▇▇Landlord’s end-of-year review and reconciliation of actual expenses, notwithstanding the termination or expiration of the Lease prior to the date of such end-of-year review; and conversely, Landlord shall remain obligated to reimburse Tenant any sum as Tenant may have overpaid in Triple Net Expenses as may be determined by such end-of-year review, notwithstanding the termination or expiration of the Lease prior to such determination. Triple Net Expense Records: Landlord will maintain appropriate and complete accounts, records, documents and other evidence showing and supporting all calculation of Triple Net Expenses. Landlord will allow access to Tenant, the Montana Legislative Auditor and/or the Montana Legislative Fiscal Analyst, or other designated persons to all records as may be necessary for audit purposes and to determine compliance with this Lease, on reasonable prior written notice. All records pertaining to Triple Net Expenses must be retained by the Landlord for a period of three years from the completion date. If any litigation, claim, or audit pertaining to this Lease is started before the expiration of the three year period, the records must be retained until the litigation, claim, or audit findings have been resolved. d. Triple Net Expenses are estimated for the 2012 portion of the first Lease Year of the Initial Lease Term to be $1.95 per square foot per year ($30,234.75/yr for the leased premises), payable monthly with the consent base rent in an amount of $2,519.56. Triple Net Expenses shall be in effect and payable upon occupancy February 1, 2012, and continuing through the Initial Lease Term and Renewal Terms if applicable. e. Tenant shall pay a late fee of five percent (5%) of any base rent or Triple Net Expense payment that is not paid (regardless of delivery method) on or before the end of the Overlandlordbusiness day (5:00 pm MST) on the tenth (10th) of each month. f. The base rents shall increase or decrease pursuant to Paragraph 3 above for the one-year Renewal Terms (possible Lease Years 6, 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 Overlandlord7, and if such reduction is obtained8). For clarification, the corresponding reduction of base rental amounts do not include the Subtenant Surcharge shall monthly triple net expense charges also to be refunded to Subtenant within thirty (30) days thereofpaid monthly described in Paragraph 4c-d above.

Rent. On the date that Lessee executes this Lease, Lessee shall deliver to Lessor the original executed Lease, the Base Rent (a) From 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 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 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 in the monthly installments set forth at Lessor's address shown on Schedule 4, pro-rated Page 1 on a per diem basis in the case of any partial months during the Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on or before the first day of each monthmonth throughout the term of the Lease. In addition to the Base Rent set forth on Page 1, without notice or demand Lessee shall pay Lessor in advance and without abatementon the first (1st) day of each month throughout (the term of this Lease (including any extensions of such term), set-off or deductionas 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. (b) From , 6.C. and after the Commencement Date7 of this Lease, Subtenant agrees to respectively. Additionally, Lessee shall pay to Sublandlord, Lessor as additional rent hereunder, an amount equal to all of the 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 ▇▇▇▇▇▇▇▇▇immediately on Lessor's demand therefor, 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 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 Fixed 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 costs and payable expenses incurred by Sublandlord Lessor to enforce 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 provisions of Subtenant under this Sublease or which are otherwise attributable to the Subleased PremisesLease, including, but 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 (i) 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 only apply to waiver of the Base Rent and Lessee shall otherwise perform all other obligations of Lessee hereunder, including, but not limited to paying to Lessor any increases and all amounts considered additional rent, such as Lessee's share of Increases in the Overlandlord’s fireOperating Expenses, rent or other insurance premiums resulting from any act or omission of SubtenantIncreases in Tax Expenses, Increases in Common Area Utility Costs, Trash and Water Charge, Utility Expenses, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Sublandlordadministrative expenses. 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereof.If,

Rent. 4.1 The rent payable by Subtenant for the Sublease Premises shall consist of the Base Rent under Section 4.2, Additional Rent under Section 4.3 and Other Charges under Section 4.4. Base Rent, Additional Rent Other Charges and any other sums payable by 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 by wire transfer, or other form of payment specified in writing by Sublandlord from time to time. 4.2 Beginning on the Sublease Commencement Date (asubject to Section 1.7) From and after continuing thereafter on the Commencement Datefirst day of each calendar month during the Sublease Term, 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 advance, and without notice, demand, deduction or offset, the monthly installments set forth on Schedule 4, pro-rated on Base Rent specified in Section 1.7 above in lawful money of the United States of America. If the Sublease Commencement Date is a per diem basis in the case of any partial months during the Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on or before day other than the first day of each a calendar month or the Expiration Date is a day other than the last day of a calendar month, without notice or demand and without abatementthe Base Rent for such month will be prorated, set-off or deductionbased on a thirty (30) day month. Subtenant shall deliver in advance the first full month of Base Rent to Sublandlord on the Execution Date. (b) From 4.3 Commencing January 1, 2023 and after thereafter through the Commencement Dateremainder of the Sublease Term, Subtenant agrees to also shall pay to Sublandlordas “Additional Rent” Subtenant’s Share of Operating Costs, as additional rent hereunderTaxes, an amount equal to all of the 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 Insurance (collectively, “Direct Expenses”)) as such terms are defined in the Master Lease, insofar as applicable to the period beginning January 1, 2023 and only to the extent that Subtenant’s Share of such Direct Expenses exceeds Subtenant’s Share of Direct Expenses payable during the Base Year of 2022, to reimburse Master Landlord for Operating Costs, Taxes, Insurance, and/or other expenses included in Direct Expenses. Sublandlord shall provide will use commercially reasonable efforts to pass through to Subtenant with evidence in a timely manner any statement or estimate of its payment of the Direct Expenses to Overlandlord within five 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 (5) business days of including without limitation any credits against Sublandlord’s rental obligations under 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 periodMaster Lease), Fixed the corresponding Additional Rent and Direct Expenses shall be abated 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 period (of the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31Sublease Term, 2011such payment or credit shall be paid over or credited to Subtenant following receipt or credit to Sublandlord. 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 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. If Subtenant desires that Sublandlord exercise the audit right set forth in Section 10 of Exhibit C to the Master Lease and sends Sublandlord a written notice requesting that Sublandlord exercise an audit on Subtenant’s behalf (an “Audit Notice”), then provided Subtenant delivers the Audit Notice at least sixty (60) days prior to December 31the deadline for commencement of an audit under the Master Lease, 2015, as a result Sublandlord shall promptly commence an audit following receipt of any default by or on behalf of the Audit Notice at Subtenant, any such Fixed Rent ’s sole cost and Direct Expenses previously abated hereunder shall be immediately due and payable from Subtenant to Sublandlordexpense. (d) In addition to 4.4 Throughout the Fixed Rent and Direct ExpensesSublease Term, without any application of a Base Year, Subtenant agrees to also shall pay to within thirty (30) days after written notice from 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 other fees, charges or sums due under the Master Lease in connection with Subtenant’s use or occupancy of the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Sublease Premises (but excluding charges for additional services not requested by Subtenant), and (ii) any additional gross receipts or rent tax this Sublease or charges imposed on Sublandlord based upon the Rent payable hereunder (including without limitation, taxes imposed under Proposition C, known as the Early Care and Education Commercial Rents Tax); provided that such gross receipts taxes (including without limitation, taxes imposed under Proposition C), shall be based solely on the Rent paid under this Sublease and not any other Proposition C expenses or other gross receipts expenses or taxes that could be considered due based on Sublandlord’s rent to Master Landlord, or (iii) any other taxes assessed upon or incurred with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Subtenant of the Sublease Premises or any portion of the Building (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 Direct Expenses; (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 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 ▇▇▇▇▇▇▇▇▇ payable Master Lease which are the result of any acts, omissions, or negligence by Subtenant, its agents, employees or contractors, or failure of performance or Default by Subtenant under this Sublease. 4.5 Notwithstanding anything in this Sublease to the contrary, Other Charges shall not include: (i) any charges that apply solely to the portion of the Master Premises that does not include the Sublease Premises and is not sublet by Subtenant hereunder (the “Reserved Premises”) (e.g., real estate taxes on leasehold improvements therein), (ii) late fees or penalties assessed against Sublandlord as a result of Sublandlord’s acts or omissions and not triggered by Subtenant’s breach of the this Sublease, and (iii) charges incurred as a result of excess or additional services specifically requested by Sublandlord on account for the Reserved Premises or for or including the Sublease Premises without Subtenant’s consent. 4.6 All Rent shall be paid to Sublandlord at the 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 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 plus any attorneys' fees incurred by Sublandlord by reason of Subtenant's failure to pay Rent and/or Other Charges when due hereunder. 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 additional service right or remedy Sublandlord may have under this Sublease in case of Subtenant’s default. Notwithstanding the foregoing, for the first time in any 12-month period that Subtenant has failed to pay Rent when due, such late charge, as may be provided under the ▇▇▇▇▇▇▇▇▇described above, or with the consent of the Overlandlord, shall not apply unless Subtenant shall pay any Subtenant Surcharge fails to make such payment within fifteen three (153) business days after Subtenant’s of receipt of the OverlandlordSublandlord’s statements from Sublandlord. In the event that Subtenant disputes the Subtenant Surcharges, Sublandlord agrees to cooperate with Subtenant in seeking a reduction written notice of such disputed amount from delinquency; provided that Sublandlord shall thereafter not be required to give Subtenant such notice more than once in any 12-month period prior to assessing the Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereoflate charge.

Rent. (a) From Tenant hereby covenants and after agrees, without the Commencement Dateright of set off or deduction except as set forth in this Lease, Subtenant shall to pay to Sublandlord annual fixed Landlord base rent in accordance with the Schedule 1 attached hereto (“Base Rent”), and additional rent, including, without limitation, the Common Expense Costs (collectively, “Fixed Additional 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 Term. Except as otherwise set forth herein, each monthly installment of Fixed The Base Rent shall be payable paid in advance, on or before the first day of each calendar month during the Term commencing with the Commencement Date, or if the Commencement Date is not the first of a month, without notice then on the first day of the month following the Commencement Date. All payments required to be made by Tenant to Landlord under this Lease shall be paid by wire or demand via a check made payable to Landlord at Landlord's office at the address set forth above or at such other place as Landlord may from time to time designate to Tenant in writing. If the Commencement Date is not the first day of a month, then monthly Base Rent for the partial month in which the Commencement Date falls shall be prorated on a per diem basis. The first monthly installment of Base Rent applicable to the Initial Premises shall be paid by Tenant to Landlord upon execution of this Lease. Notwithstanding the provisions of this Section 3(a) hereof and without abatementprovided that there is no Event of Default by Tenant under this Lease, set-off or deductionTenant shall be entitled to an abatement of the Base Rent and Common Expense Costs payable with respect to the Expansion Premises, for the initial twelve (12) months of the term of this Lease immediately succeeding the Commencement Date (the “Expansion Premises Free Rent”). (b) From and after If the Commencement Date, Subtenant agrees payment of Base Rent or Additional Rent paid by Tenant to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the Real Estate Taxes Landlord under this Lease is not received by Landlord in good funds within five (5) Business Days (as defined in Section 5.(B)(16) after the date on which it is due and payable or should any check from Tenant be returned to Landlord as uncollectible, then, a delinquency service charge equal to five percent (5%) of the ▇▇▇▇▇▇▇▇▇amount overdue (the “Service Charge”) shall become immediately due and Operating Expenses payable to Landlord as liquidated damages for Tenant’s failure to make prompt payment to Landlord. Tenant acknowledges and agrees that the actual damages to Landlord due to such late or non-payment exceed the interest cost of money and are difficult to estimate. Such Service Charge shall become payable as Additional Rent within ten (10) Business Days after Tenant’s receiving an invoice therefor. In the event of nonpayment of any Service Charge provided for above, Landlord shall have, in addition to all other rights and remedies, all the rights and remedies provided for herein and by Law (as defined in Section 5.(C)(138) in the case of nonpayment of rent. Tenant’s obligation to pay any Service Charge and/or Interest as provided in this Section 3 shall continue beyond the ▇▇▇▇▇▇▇▇▇expiration or sooner termination of this Lease. Notwithstanding the foregoing, Tenant shall not be required to pay a Service Charge on the first late payment in any period of twelve (12) due from Sublandlord to Overlandlord pursuant to Sections 5.(B) and 5.(C) of the ▇▇▇▇▇▇▇▇▇consecutive months, respectively (collectively, “Direct Expenses”). Sublandlord shall provide Subtenant with evidence of its unless such payment of the Direct Expenses to Overlandlord within remains unpaid for 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 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 Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 written notice to cooperate with Subtenant in seeking a reduction of such disputed amount from the Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofTenant.

Rent. (a) From The Rent Commencement Date shall be May 1, 2004, Sublessee covenants and after agrees to pay Sublessor during the Commencement Date, Subtenant shall pay to Sublandlord annual fixed term of this Sublease base rent (the “Fixed Base 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 Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on without deduction or before the first day of each month, offset and without notice or demand and without abatementdemand, set-off at the Sublessor’s address, as set forth in Paragraph 14 hereof, or deduction.to such other entity or at such other place as Sublessor may from time to time designate in writing as follows: Period Monthly Base Rent Annual RSF 82 Months $ 24,800.00 $ 10.40 (b) From In addition to Base Rent, Sublessee covenants and after the Commencement Date, Subtenant agrees to pay to SublandlordSublessor during the term of this Sublease the following expense items (collectively, as additional rent hereunderthe “Additional Rent”): (a) beginning January 1, an amount equal to all 2005, thirty three percent (33%) (“Sublessee’s Proportionate Share”) of any increase in the Real Estate Taxes (“Operating Expenses,” as defined in Section 5.(B)(1) 4 of the ▇▇▇▇▇▇▇▇▇) and Lease, incurred by Sublessor pursuant to the terms of the Lease, over the Operating Expenses (incurred by Sublessor for the calendar year 2004, which payments shall payable by Sublessee to Sublessor in such amounts and in the same manner as defined Sublessor is obligated to Landlord for said expenses as set forth in Section 5.(C)(1) 4 of the ▇▇▇▇▇▇▇▇▇) due from Sublandlord to Overlandlord pursuant to Sections 5.(B) and 5.(C) of the ▇▇▇▇▇▇▇▇▇, respectively Lease; (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 the period (the “Free-Rent Period”b) beginning on the Commencement Date and continuing through March 31, 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 or on behalf of SubtenantDate, any such Fixed Rent and Direct Expenses previously abated hereunder shall be immediately due and costs, fees or charges owed or payable from Subtenant by Sublessee pursuant to Sublandlord. (d) In addition any services provided to Sublessee by Landlord or Sublessor, whether with or without Sublessor’s permission, that are directly related to the Fixed 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 Sublet Premises, including, but not limited to: (i) any increases in the Overlandlord’s fireto electricity, rent excess electricity or other insurance premiums resulting from utilities and any act or omission of Subtenant, overtime HVAC charges related to the Sublet Premises; and (iic) 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 Sublessee in default of this Sublease or the Lease. The Base Rent and Additional Rent are collectively referred to hereinafter as the “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 rent services used by it, as of the Commencement Date. (c) Other than Sublessee’s obligation to pay Sublessee’s share of Operating Expenses, which obligation shall commence as of January 1, 2005, all other Rent shall be paid to Sublessor in advance, on the first day of each and every month throughout the Term, commencing on the Commencement Date. If the Term shall commence or charges under end on a day other than the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord 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 execution and delivery hereof by Sublessee to Sublessor. If Sublessee fails to pay any installment of Rent within ten (10) days after same is due, such unpaid amount shall incur a five (5%) late charge, which amount shall be immediately due and payable to Sublessor. Any sums not paid as required hereunder shall bear interest from the due 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, Sublessor may require, by giving written notice to Sublessee, that all future payments of Rent shall be made in immediately available funds by cashier’s check or by wire transfer. The foregoing is in addition to any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇remedies of Sublessor hereunder, at law 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofequity.

Rent. (a) From and after The basic rent upon the Commencement Date, Subtenant shall pay to Sublandlord annual fixed rent commencement of the Sublease (the “Fixed Basic Rent”) in the amounts set forth on Schedule 4 attached hereto. Fixed Rent due hereunder from Subtenant to Sublandlord shall be One Hundred and Nine Thousand, One Hundred and Sixty Five Dollars ($109,165) per annum, payable in equal monthly installments of Nine Thousand and Ninety Seven Dollars and Ten Cents ($9,097.08), each such installment being 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 Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on or before the first day of each calendar month throughout the Term. In the event the Term of the Sublease starts other than on the first day of a month, without notice the Basic Rent for such partial month shall be prorated and calculated at a daily rate. On the first anniversary of the Sublease Commencement Date and continuing on each anniversary thereafter, Subtenant’s Basic Rent shall be increased by four and one half percent (4.5%) There shall be no other escalations or demand and without abatement, setpass-off or deductionthroughs to Subtenant during the Sublease Term. (b) From Basic Rent shall include, and after Subtenant shall not be separately responsible for, the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the Real Estate Taxes Additional Rent (as defined in Section 5.(B)(1) 3 of the ▇▇▇▇▇▇▇▇▇Lease) or other operating expenses or real estate taxes due under the Lease. (c) All rent due and Operating Expenses payable by Subtenant under this Sublease shall be made payable to Sublandlord and shall be delivered to its offices or to such other place as Sublandlord may designate by written notice to Subtenant. All such rent shall be payable without notice, demand, deduction, counterclaim or offset. Notwithstanding any provision of this Sublease, Sublandlord shall continue to pay to Landlord all rent as and when due under the Lease (as defined including, without limitation, all rent under the Lease for the Sublet Premises). (d) Notwithstanding anything herein to the contrary, in Section 5.(C)(1) the event of a default by Sublandlord under the Lease, Sublandlord hereby irrevocably authorizes and directs Subtenant to pay to Landlord, upon demand and notice from Landlord of the ▇▇▇▇▇▇▇▇▇) due from Sublandlord right to Overlandlord pursuant to Sections 5.(B) receive such rent and 5.(C) other amounts, all of the ▇▇▇▇▇▇▇▇▇rent and other amounts payable and hereafter becoming payable under this Sublease. Subtenant shall rely upon such demand and notice, respectively (collectively, “Direct Expenses”). and Sublandlord shall provide have no right or claim against Subtenant with evidence of its for any such rent and other amounts paid to Landlord pursuant thereto. In no event shall Landlord be obligated to make such demand for direct payment of the Direct Expenses such amounts from Subtenant. (e) If Subtenant fails to Overlandlord pay rent hereunder within five (5) business days after such rent becomes due and payable, Subtenant shall pay to Sublandlord a late charge of five percent (5%) of the date Sublandlord makes amount of 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 2011overdue rent. In addition, during any such late rent payment shall bear interest from the Free-Rent Perioddate such rent became due and payable to the date of payment thereof by Subtenant at the rate of 5% per annum. (f) Simultaneously with the execution of this Sublease, Subtenant shall deposit with Sublandlord, in the form of cash, a security deposit in the amount of $9,097.08 (the “Security Deposit”), which shall be held by Sublandlord without obligation for interest, as security, for the performance of Subtenant’s obligations and covenants under this Sublease. It is expressly understood and agreed that such deposit is not an advance rental deposit or a measure of Sublandlord’s damages in case of an event of default by Subtenant. If an event of default by Subtenant shall occur or if Subtenant fails to surrender the Sublet Premises in the condition required by this Sublease, Sublandlord shall pay have the right (but not the obligation), and without prejudice to any other remedy which Sublandlord may have on account thereof, to apply all utilities and other operating costs for or any portion of the Subleased Security Deposit to cure such default or to remedy the condition of the Sublet Premises. In If Sublandlord so applies the event of a Security Deposit or any portion thereof before the expiration date or earlier termination of this Sublease prior to December 31, 2015, as a result of any default by 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 Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, or with the consent of the OverlandlordSublease, Subtenant shall pay deposit with Sublandlord, upon demand, the amount necessary to restore the Security Deposit to its original amount. Although the Security Deposit shall be deemed the property of Sublandlord, any Subtenant Surcharge within fifteen (15) business days after Subtenant’s receipt remaining balance 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge Security Deposit shall be refunded returned to Subtenant within thirty (30) days thereofafter the Expiration Date or earlier termination of this Sublease that all of Subtenant’s obligations under this Sublease have been fulfilled. Sublandlord shall conduct a “Post Move Out Inspection” of the Sublet Premises within fifteen (15) days after the Expiration Date or earlier termination of this Sublease. Notwithstanding anything herein to the contrary, Landlord shall not be responsible in any way for maintaining, returning or applying the Security Deposit hereunder and Subtenant expressly waives any claims against Landlord regarding the Security Deposit. (g) To assist Subtenant with offsetting relocation, construction and other related expenses, Sublandlord will fully a▇▇▇▇ the first two (2) months rent; therefore, rent commencement will begin September 1, 2005.

Rent. (a) From and after the Commencement Date, Subtenant shall pay to Sublandlord annual fixed rent (the “Fixed Rent”) in the amounts set forth Beginning 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 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 without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlordpay, as additional gross rent hereunderfor the Premises the (“Rent”), the monthly rent set forth in the table below. This Sublease is a gross sublease and, as such, Subtenant shall have no obligation to pay operating expenses or similar charges under the Master Lease. All payments of Rent shall be made to the Sublandlord at the Sublandlord’s address set forth in the opening paragraph of this Sublease, 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 setoff or deduction whatsoever. January 1, 2018—January 31, 2019 $ 5,530 per month February 1, 2019—November 30, 2019 $ 5,600 per month (b) Notwithstanding the foregoing, Rent shall be 100% abated for the first month of the Term, such that the first installment of Rent shall be payable on February 1, 2018. (c) Subtenant’s covenant to pay Rent shall be independent of every other covenant in this Sublease. If Rent is not paid when due, Subtenant shall pay, relative to the delinquent payment, an amount equal to all the sum which would be payable by Sublandlord to Master Landlord for an equivalent delinquency under the Master Lease. To the extent Subtenant’s specific use or occupancy of the Real Estate Taxes (as defined in Section 5.(B)(1) Premises gives rise to any additional charges from Master Landlord to Sublandlord, pursuant to the terms of the ▇▇▇▇▇▇▇▇▇) and Operating Expenses (as defined in Section 5.(C)(1) of the ▇▇▇▇▇▇▇▇▇) due from Sublandlord Master Lease, Subtenant shall, upon demand, directly pay to Overlandlord pursuant Master Landlord, or reimburse Sublandlord, an amount equal 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 or on behalf of Subtenant, any such Fixed Rent and Direct Expenses previously abated hereunder shall be immediately due and payable from Subtenant to Sublandlordcharges. (d) In addition to Subtenant shall also pay, as and when due, all taxes and assessments levied against trade fixtures, alterations, additions, improvements, inventories and other personal property located at the Fixed Rent and Direct ExpensesPremises and/or installed or maintained on the Premises by Subtenant; and, promptly following request therefor from Sublandlord, Subtenant agrees shall provide Sublandlord copies of receipts for payment of all such taxes and assessments. To the extent any such taxes or assessments are not separately assessed or billed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, or with the consent of the Overlandlord, Subtenant shall pay any Subtenant Surcharge within fifteen the amount thereof as invoiced by Sublandlord. (15e) business days after Subtenant’s receipt Except for utilities that are the responsibility of the Overlandlord’s statements from Sublandlord. In Master Landlord under the event that Master Lease, Subtenant disputes shall transfer all utilities for the Subtenant Surcharges, Sublandlord agrees to cooperate with Subtenant in seeking a reduction of Premises into its name and shall pay all charges for such disputed amount from the Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofutilities as they become due.

Rent. Commencing on the Rental Commencement Date (a) From as defined in the ---- Master Lease), Subtenant shall, begin to pay to Sublandlord and after shall continue to pay during the Commencement Dateremaining term of this Sublease, the Annual Rent and the Additional Rent (as hereinafter defined). 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 of Annual Rent in advance on Schedule 4, pro-rated on a per diem basis in the case of any partial months during the 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, month for the term of this Sublease without notice or demand and without abatementdeduction, set-off off, recoupment, counterclaim, or deduction. demand, at Sublandlord's address. If the term of this Sublease shall commence on a day other than the first day of a month, rent shall be prorated based on a per diem basis, and Subtenant shall pay to the Sublandlord the prorated installment of rent together with one (b1) From and after monthly installment of Annual Rent due for the following month. During the first three (3) years of this Sublease from the Rental Commencement Date (each twelve month period during the term of this Sublease commencing on the Rental Commencement Date or any anniversary of such date being referred to as a "Lease Year"), the Annual Rent shall be the sum of $6.82 per square foot, per annum, multiplied by the square footage of the Subleased Premises (the "Annual Rent"), payable in equal monthly installments. The actual square foot area of the Subleased Premises shall be calculated in accordance with the definition of the term "Premises" as set forth in the Master Lease prior to the Rental Commencement Date, Subtenant agrees to pay to Sublandlord, . Commencing on and as additional rent hereunder, an amount equal to all of the Real Estate Taxes (as defined in Section 5.(B)(1) first day of the ▇▇▇▇▇▇▇▇▇fourth (4th) Lease Year, the Annual Rent shall be increased by ten and Operating Expenses nine-tenths percent (10.9%), being $7.561 per square foot, per annum. Commencing on and as defined in Section 5.(C)(1) of the ▇▇▇▇▇▇▇▇▇) due from Sublandlord to Overlandlord pursuant to Sections 5.(B) and 5.(C) first day 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 fifth Lease Year and cure period), Fixed Rent and Direct Expenses shall be abated for the period (the “Free-Rent Period”) beginning on the Commencement Date anniversary of such date each and continuing through March 31, 2011. In additionevery year thereafter, during the Free-Initial Term and any extension term(s) of this Sublease, the Annual 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 or on behalf of Subtenant, any such Fixed Rent and Direct Expenses previously abated hereunder Premises shall be immediately due increased by three and payable from Subtenant to Sublandlord. one-half percent (d3.5%) In addition to the Fixed Rent and Direct Expenses, Subtenant agrees to pay to Sublandlord all Subtenant Surcharges (as hereinafter defined) as additional rent hereunderper annum. As used hereinAccordingly, 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 Annual Rent 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge Premises shall be refunded to Subtenant within thirty (30) days thereof.increased as follows:

Rent. (a) From Beginning on the Rent Commencement Date and after continuing thereafter throughout the Term, Tenant will pay the Rent in monthly installments in advance, without demand, deduction or offset, in lawful money of the United States commencing on the Rent Commencement Date, Subtenant shall pay to Sublandlord annual fixed rent (the “Fixed Rent”) in the amounts set forth and continuing 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 Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on or before the first day of each monthand every month thereafter until the Termination Date. Rent payments for any fractional calendar month at the end, without notice or the beginning of the term of the Lease, will be prorated. In the event Tenant fails to pay any installment of Rent hereunder within ten days of the due date of such installment, Tenant will pay to Landlord on demand a late charge in an amount equal to four percent (4%) of such installment. The provision for such late charge will be in addition to all of Landlord’s other rights and without abatementremedies hereunder or at law and will not be construed as liquidated damages or as limiting Landlord’s remedies in any manner. Commencing with the second Lease Year hereunder, set-off or deduction. (b) From and after Base Annual Rent will increase on each anniversary of the Rent Commencement Date by the Base Annual Rent Escalation over the Base Annual Rent paid the previous Lease Year. Commencing January 1 of the year following the Commencement DateDate and continuing thereafter for each calendar year during the Term, Subtenant agrees Landlord will present to Tenant Tenant's Forecast Operating Expenses. Tenant will pay to Sublandlordwithout deduction, offset, or counter claim, and otherwise in the same manner as additional rent hereunderBase Annual Rent on the first day of each calendar month during the Term, an amount equal to all of the Real Estate Taxes one twelfth (as defined in Section 5.(B)(11/12) of the ▇▇▇▇▇▇▇▇▇) and Tenant’s Forecast Operating Expenses as Additional Rent. From time to time during any calendar year, Landlord may revise Tenant’s Forecast Operating Expense and adjust Tenant’s monthly payments to reflect Landlord’s such revisions. Promptly after the full execution of this Lease (as defined in Section 5.(C)(1and delivery to Tenant of a copy thereof), Tenant shall pay Landlord the first month's Rent due hereunder. Notwithstanding the foregoing, and provided there is no default or event of default hereunder by Tenant, Base Annual Rent (but not Operating Expenses) of shall be abated hereunder for 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 first 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 the period (the “Free-Rent Period”) beginning on months after the Commencement Date and continuing through March 31, 2011(the "Rent Abatement"). In addition, during Tenant will be responsible for its Proportionate Share of the Free-Rent Period, Sublandlord shall pay all Operating Expenses for the Building as well as its 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 or on behalf of Subtenant, any such Fixed Rent and Direct Expenses previously abated hereunder shall be immediately due and payable from Subtenant to Sublandlordjanitorial services. (d) In addition to the Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereof.

Rent. (a) From and after 4.1 Tenant hereby agrees to pay Landlord the Base Rent in accordance with the terms of this Lease. For purposes of Rent adjustment under the Lease, the number of months is measured from the first day of the calendar month in which the Commencement Date, Subtenant shall pay to Sublandlord annual fixed rent Date falls. Each monthly installment (the “Fixed Monthly 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 Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable by check or by money order on or before the first day of each calendar month. In addition to the Base Rent, without notice or demand and without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant Tenant also agrees to pay Tenant’s Share of Operating Expenses and Taxes (each as hereinafter defined), and any and all other sums of money as shall become due and payable by Tenant as set forth in this Lease, all of which shall constitute additional rent under this Lease (the “Additional Rent”). Landlord expressly reserves the right to Sublandlordapply any payment received to Base Rent or any other items of Rent that are not paid by Tenant. The Base Rent, the Monthly Rent and the Additional Rent are sometimes hereinafter collectively called “Rent” and shall be paid when due in lawful money of the United States without demand, deduction, abatement (except as otherwise expressly provided in this Lease), or offset to the addresses for the rental payment set forth in the Basic Lease Information, or as Landlord may designate from time to time. Notwithstanding anything to the contrary contained in this Lease, Tenant may pay Base Rent or any other Rent payments to Landlord required hereunder by Federal Reserve Automated Clearing House (ACH) deposit to an account as directed by Landlord by written notice to Tenant from time to time; provided that Landlord agrees to accept payment by Federal Reserve Automated Clearing House (ACH) deposit only so long as such system is available for Landlord’s use. 4.2 In the event any Monthly or Additional Rent or other amount payable by Tenant hereunder is not paid within five (5) days after its due date, Tenant shall pay to Landlord a late charge (the “Late Charge”), as additional rent hereunderAdditional Rent, in an amount equal to all of the Real Estate Taxes five percent (as defined in Section 5.(B)(15%) of the ▇▇▇▇▇▇▇▇▇amount of such late payment. Notwithstanding the foregoing, before a late charge is charged to Tenant the first time in any twelve (12) and Operating Expenses (as defined in Section 5.(C)(1) month period, Landlord shall provide Tenant written notice of the ▇▇▇▇▇▇▇▇▇) due from Sublandlord to Overlandlord pursuant to Sections 5.(B) delinquency, and 5.(C) of the ▇▇▇▇▇▇▇▇▇, respectively (collectively, “Direct Expenses”). Sublandlord shall provide Subtenant with evidence of its payment of the Direct Expenses to Overlandlord waive such late charge if Tenant pays such delinquency within five (5) business days of the date Sublandlord makes Landlord’s delivery of such payment written notice. Failure to Overlandlord. (c) So long as Subtenant is not then in material default under this Sublease (beyond pay any applicable notice and cure period), Fixed Rent and Direct Expenses Late Charge shall be abated for the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 deemed a termination of this Sublease prior to December 31, 2015, as a result of any default by 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 Fixed Rent and Direct Expenses, Subtenant agrees to pay to Sublandlord all Subtenant Surcharges Monetary Default (as hereinafter defined) ). Provision for the Late Charge shall be in addition to all other rights and remedies available to Landlord hereunder, at law or in equity, and shall not be construed as additional rent hereunderliquidated damages or limiting Landlord’s remedies in any manner. As used herein, the term “Subtenant Surcharges” shall mean any and all amounts which become due and payable by Sublandlord Failure to the Overlandlord under the ▇▇▇▇▇▇▇▇▇ (without additional charge or profit collect such Late Charge in connection with any one (1) or more such late payments shall not constitute a waiver of Landlord’s right to Sublandlord) as “Additional Rent” (as charge and collect such term is defined Late Charges in connection with any other similar or like late payments. 4.3 Simultaneously with the ▇▇▇▇▇▇▇▇▇) which would not have become due and payable but for the acts and/or failures execution hereof, Tenant shall deliver to act of Subtenant under this Sublease or which are otherwise attributable to the Subleased Premises, including, but not limited to: Landlord (i) any increases in the OverlandlordRent Payable Upon Execution as payment of the first installment of Monthly Rent and Tenant’s fire, rent or other insurance premiums resulting from any act or omission Share of Subtenant, Operating Expenses and Taxes due hereunder and (ii) any additional an amount equal to the Security Deposit Amount to be held by Landlord as security for Tenant’s faithful performance of all of the terms, covenants, conditions, and obligations required to be performed by Tenant hereunder (the “Security Deposit”). The Security Deposit shall be held by Landlord as security for the performance by Tenant of all of the covenants of this Lease to be performed by Tenant and Tenant shall not be entitled to interest thereon. The Security Deposit is not an advance rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account deposit, an advance payment of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇kind, or with the consent a measure of Landlord’s damages in any case of Tenant’s default. If Tenant fails to perform any of the Overlandlord, Subtenant shall pay any Subtenant Surcharge within fifteen (15) business days after Subtenant’s receipt covenants 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereof.this Lease to

Rent. (a) From and after CenterPoint’s obligation to pay Premises Rent shall begin on the Commencement Date, Subtenant 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 Sublandlord annual fixed rent (CJF, without offset or deduction, Base Rent for the “Fixed Rent”) Premises during the Premises Term in the monthly amounts set forth on Schedule 4 Exhibit D attached hereto. Fixed Rent shall be payable in advance in the monthly installments set forth on Schedule 4hereto and incorporated herein, pro-rated on a per diem basis in the case of prorated for any partial months during the Termmonth as provided in Section 3.5. Except as otherwise set forth hereinWith respect to each Rollover Space that has not been renewed, each monthly installment of Fixed Rent shall be payable on or before the first day of each month, without notice or demand CenterPoint hereby covenants and without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to SublandlordCJF, without offset or deduction, Base Rent for said Rollover Space during the Rollover Term, prorated for any partial month as provided in Section 3.5. Notwithstanding the foregoing, 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 Premises or Rollover Space, as additional rent hereunderthe case may be, an amount equal to all of the 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 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 Fixed 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 the Overlandlord’s firePremises 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 reduced by 100% (and thereafter CJF shall be entitled to all rent and other amounts paid or other insurance premiums resulting from any act or omission of Subtenantpayable 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) any additional rent or charges under Premises Rent (and CenterPoint’s obligations to pay same) for the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, or with the consent remaining portion of the Overlandlord, Subtenant Premises shall remain unchanged; and (iii) Rollover Rent (and CenterPoint’s obligations to pay any Subtenant Surcharge within fifteen (15same) business days after Subtenant’s receipt for the remaining portion 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge Rollover Space shall be refunded to Subtenant within thirty (30) days thereofremain unchanged.

Rent. 4.1 Tenant hereby agrees to pay Landlord the Base Rent subject to recalculation as provided in Section 1.2. For purposes of Rent adjustment under the Lease, the number of months is measured from the first day of the calendar month in which the Commencement Date falls. Notwithstanding the foregoing, in consideration of Tenant entering into this lease, the monthly Base Rent and Tenant’s Share of Operating Expenses and Taxes shall be abated for the first three (a3) From and months after the Commencement DateDate and Tenant shall have no obligation to make any payment of Base Rent, Subtenant Taxes or other Operating Expenses during such three (3) month period. Landlord and Tenant agree for tax reporting purposes that none of the Base Rent or Tenant’s Share of Operating Expenses and Taxes due in periods in which Base Rent and Tenant’s Share of Operating Expenses and Taxes is not being abated shall pay be allocated to Sublandlord annual fixed rent any other period. Each monthly installment (the “Fixed Monthly 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 Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable by check or by money order on or before the first day of each calendar month. In addition to the Base Rent, without notice or demand and without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant Tenant also agrees to pay to SublandlordTenant’s Share of Operating Expenses and Taxes (each as hereinafter defined), and any and all other sums of money as shall become due and payable by Tenant as hereinafter set forth, all of which shall constitute additional rent hereunder, an amount equal to all of under this Lease (the 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 ExpensesAdditional Rent”). Sublandlord Landlord expressly reserves the right to apply any payment received to Base Rent or any other items of Rent that are not paid by Tenant. The Monthly Rent and the Additional Rent are sometimes hereinafter collectively called “Rent” and shall provide Subtenant with evidence of its payment be paid when due in lawful money of the Direct Expenses United States without demand, deduction, abatement, or offset to Overlandlord the addresses for the rental payment set forth in the Basic Lease Information, or as Landlord may designate from time to time. 4.2 In the event any Monthly or Additional Rent or other amount payable by Tenant hereunder is not paid within five (5) business days of the date Sublandlord makes such payment after its due date, Tenant shall pay 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 the period Landlord a late charge (the “Free-Rent PeriodLate Charge”), as Additional Rent, in an amount of five percent (5%) beginning on of the amount of such late payment. Failure to pay any Late Charge shall be deemed a Monetary Default (as hereinafter defined). Provision for the Late Charge shall be in addition to all other rights and remedies available to Landlord hereunder, at law or in equity, and shall not be construed as liquidated damages or limiting Landlord’s remedies in any manner. Failure to charge or collect such Late Charge in connection with any one (1) or more such late payments shall not constitute a waiver of Landlord’s right to charge and collect such Late Charges in connection with any other similar or like late payments. Notwithstanding the foregoing provisions of this Section 4.2, the 5% Late Charge shall not be imposed with respect to the first late payment in the twelve (12) months following the Commencement Date or with respect to the first late payment in any succeeding twelve (12) month period during the Term unless the applicable payment due from Tenant is not received by Landlord within five (5) days following written notice from Landlord that such payment was not received when due. Following the first such written notice from Landlord in the twelve (12) months following the Commencement Date and continuing through March 31, 2011. In addition, the first such written notice in any succeeding twelve (12) month period during the Free-Rent Periodterm (but regardless of whether such payment has been received within such five (5) day period), Sublandlord shall pay all utilities and other operating costs the Late Charge will be imposed without notice 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 or on behalf of Subtenant, any subsequent payment due from Tenant during such Fixed Rent and Direct Expenses previously abated hereunder shall be immediately applicable twelve (12) month period which is not received within five (5) days after its due and payable from Subtenant to Sublandlorddate. (d) In addition 4.3 Simultaneously with the execution hereof, Tenant shall deliver to the Fixed 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: Landlord (i) any increases in the OverlandlordRent Payable on Execution as payment of the first installment due (which covers the fourth month of the Lease Term) of Monthly Rent and Tenant’s fire, rent or other insurance premiums resulting from any act or omission Share of Subtenant, Operating Expenses and Taxes due hereunder and (ii) any additional an amount equal to the Security Deposit Amount to be held by Landlord as security for Tenant’s faithful performance of all of the terms, covenants, conditions, and obligations required to be performed by Tenant hereunder (the “Security Deposit”). The Security Deposit shall be held by Landlord as security for the performance by Tenant of all of the covenants of this Lease to be performed by Tenant and Tenant shall not be entitled to interest thereon. The Security Deposit is not an advance rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account deposit, an advance payment of any other additional service kind, or a measure of Landlord’s damages in any case of Tenant’s default. If Tenant fails to perform any of the covenants of this Lease to be performed by Tenant, including without limitation the provisions relating to payment of Rent, the removal of property at the end of the Term, the repair of damage to the Premises caused by Tenant, and the cleaning of the Premises upon termination of the tenancy created hereby, then Landlord shall have the right, but no obligation, to apply the Security Deposit, or so much thereof as may be provided under necessary, for the ▇▇▇▇▇▇▇▇▇, payment of any Rent 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 other sum in default and/or to cooperate with Subtenant in seeking a reduction of cure any other such disputed amount from the Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereoffailure by Tenant.

Rent. (a) From and after the Commencement Date, Subtenant shall pay to Sublandlord annual fixed rent as Base Rent for the Premises the amount of Four Thousand Five Hundred and 00/100 Dollars (the “Fixed Rent”$7,500.00) 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 month during the Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable in advance, on or before the first day of each month, without notice or demand and without abatement, set-off or deductionmonth of the Term. (b) From and after the Commencement Effective Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 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 Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, or with the consent of the Overlandlord, Subtenant shall pay any Subtenant Surcharge within fifteen (15) business days after Sublandlord as Additional Rent Subtenant’s receipt pro rata share (currently seventy percent (65%)) of the Overlandlord’s statements from Sublandlordreal estate taxes payable by Sublandlord under the Master Lease in respect of the property for periods during the Term as provided herein. In the event that Subtenant disputes the Subtenant Surcharges, Sublandlord further agrees to cooperate with pay Sublandlord as Additional Rent Subtenant’s pro rata share of property insurance premiums for the Building only (and not for Building 40) required to be maintained by Sublandlord under the Master Lease unless Subtenant in seeking directly obtains and maintains such insurance. For purposes of this Lease, Subtenant’s “pro rata share” shall be based on a reduction of such disputed amount from the Overlandlord, and if such reduction is obtainedfraction, the corresponding reduction numerator of which is the number of square feet of office and manufacturing space within the Premises at the applicable point in time (excluding hallways and other common areas) and the denominator of which is the total number of square feet of office and manufacturing space within the Building (excluding hallways and other common areas). Subtenant Surcharge shall be refunded pay its pro rata share of real estate taxes and property insurance to Subtenant Sublandlord within thirty (30) days thereoffollowing receipt of Sublandlord’s invoice, which shall include a copy of the underlying real estate tax bill. (c) From and after the Effective Date, Subtenant shall reimburse Sublandlord, as Additional Rent, fifty percent (50%) of the reasonable costs and expenses incurred by Sublandlord in maintaining, repairing and plowing the common driveway and parking lot, and maintaining the grounds of the facility. Sublandlord shall send Subtenant a written invoice for such costs and expenses as they are incurred on a monthly basis, and Subtenant shall reimburse Sublandlord for Subtenant’s share of the costs and expenses within thirty (30) days following receipt of the invoice. Notwithstanding any provision contained herein to the contrary, Subtenant shall not be responsible to pay or reimburse Sublandlord for any capital improvements or expenditures made by Sublandlord to the common driveway or parking lot, such as re-paving, unless Subtenant has approved such capital improvements or expenditures in advance, which approval Subtenant shall not unreasonably withhold. (d) All Base Rent Rent, Additional Rent and other charges payable by Subtenant hereunder hereinafter collectively are referred to as “rent”.

Rent. (a) From 4.1 The consideration payable by Subtenant for the Premises shall consist of the Base Rent under Section 4.2, the Additional Rent under Section 4.3 and after the Other Charges under Section 4.4. Base Rent, Additional Rent and Other Charges are collectively referred to as "Rent." Subtenant's covenant to pay Rent shall be independent of every other covenant in this Sublease. 4.2 Beginning on the Commencement DateDate and continuing thereafter on the first day of each month during the Term, Subtenant shall pay to Sublandlord annual fixed rent (in advance, and without notice, demand, deduction or offset, the “Fixed Rent”) monthly Base Rent specified in the amounts set forth on Schedule 4 attached heretoBasic Sublease Provisions. Fixed Base Rent shall for any partial month will be payable in advance in the monthly installments set forth on Schedule 4prorated, pro-rated based on a per diem basis in thirty (30) day month. Subtenant shall pay the case of any partial months during first full month's Rent on the Term. Except as otherwise set forth hereinExecution Date, each monthly installment of Fixed Rent shall be payable on or before and if the Commencement Date is not the first day of each the month, without notice or demand and without abatement, set-off or deduction. (b) From and after then Subtenant shall pay the prorated Rent for the first partial month on the Commencement Date. 4.3 Throughout the Term, Subtenant agrees to also shall pay to Sublandlord, as additional rent hereunder, "Additional Rent" an amount equal to all of the Real Estate Taxes Subtenant's Share (as defined specified in Section 5.(B)(1the Basic Sublease Provisions) of all additional rent payable by Sublandlord under the ▇▇▇▇▇▇▇▇▇) and Operating Expenses (Master Lease, insofar as defined applicable to the period encompassed by the 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 incurred by Master Landlord in Section 5.(C)(1) of connection with the ▇▇▇▇▇▇▇▇▇) due from Sublandlord to Overlandlord pursuant to Sections 5.(B) and 5.(C) of the ▇▇▇▇▇▇▇▇▇, respectively Building (collectively, “Direct Expenses”"Master Lease Pass Through Costs"). Sublandlord shall provide Subtenant with evidence of its payment of To the Direct Expenses to Overlandlord within five (5) business days of extent Master Lease Pass Through Costs are payable on a monthly estimated basis, the date Sublandlord makes such payment to Overlandlord. (c) So long as Subtenant is not then Additional Rent in material default under this Sublease (beyond any applicable notice and cure period), Fixed Rent and Direct Expenses respect thereto shall be abated for paid as and when Base Rent is due based on Master Landlord's estimates; and upon any reconciliation of estimated and actual Master Lease Pass Through Costs, the period corresponding Additional Rent 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 under the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 2011Master Lease. In addition, during the Free-Rent PeriodFor purposes of calculating Additional Rent, Sublandlord shall pay all utilities be entitled to rely conclusively on Master Landlord's determination of estimated 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 or on behalf of Subtenant, any such Fixed Rent and Direct Expenses previously abated hereunder shall be immediately due and payable from Subtenant to Sublandlordactual Master Lease Pass Through Costs. (d) In addition to the Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereof.

Rent. Rent and other payments payable by tenants, licensees, concessionaires, and other persons using or occupying the Real Property or any part thereof under a 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 Leases (collectively, “Rent”) shall be prorated as of the Closing Date such that Seller will be entitled to Rent attributable to periods prior to the Closing Date and Purchaser will be entitled to Rent attributable to periods from and after the Closing Date, all as more particularly set forth below: (a) From and after All Rent, including estimated payments of Percentage Rent (as defined below), which have been paid under the Commencement Date, Subtenant shall pay to Sublandlord annual fixed rent Leases as of Closing for the month in which the Closing occurs (the “Fixed Current Rent”) in the amounts set forth on Schedule 4 attached hereto. Fixed Rent shall be payable in advance in prorated as of the monthly installments set forth on Schedule 4, pro-rated on a per diem basis in the case of any partial months during the 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 without abatement, set-off or deductionClosing Date. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, There shall be no proration at Closing of any Rent which has not been collected as additional rent hereunder, an amount equal to all of the Real Estate Taxes Closing (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 ExpensesRent Arrears”). Sublandlord In the event that either Purchaser or Seller receives Rent from a tenant after the Closing Date, such Rent shall provide Subtenant with evidence be applied in the following order of its payment priority (after deduction of actual out-of-pocket costs of collection paid by Purchaser to third parties): (i) first to Rents owed by such tenant for all periods following the Closing Date, and (ii) second to Rents owed by such tenant for all periods prior to the Closing Date. Any sums owed to Seller or Purchaser, as the case may be, pursuant to the foregoing shall be paid by 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 Direct Expenses to Overlandlord within five (5) business days first full calendar month after the Closing and every month thereafter through the 6th month following Closing, a statement of the date Sublandlord makes collection status of each Rent Arrear until the collection of all Rent Arrears. Purchaser shall use its commercially reasonable efforts to pursue all Rent Arrears in the ordinary course of business, provided that Purchaser shall not be obligated to commence a lawsuit against any tenant in respect thereof. For one (1) year following the Closing, Seller shall have the right, upon reasonable notice, but no more often than twice in such payment twelve (12) month period, to Overlandlordaudit Purchaser’s books and records to verify the amount of Rent Arrears which has actually been collected by Purchaser. Until the one-year anniversary of the Closing Date, Purchaser shall not waive any Rent Arrears or modify, amend or waive any Lease so as to reduce the Rent Arrears for any period (or any portion thereof) in which Seller is entitled to receive such Rent Arrears, without first obtaining Seller’s prior written consent. Seller reserves all rights with regard to all Rent Arrears (including, without limitation, initiating and prosecuting a lawsuit against such tenant), subject to the limitations that (i) Seller shall not have the right to bring or maintain any action to either dispossess any tenant that is in then in possession or terminate any of the Leases and (ii) Seller shall not commence any such action for a period of 90 days after the Closing Date. (c) So long Percentage rent or overage rent (referred to herein as Subtenant is not then in material default “Percentage Rent”) under this Sublease (beyond any applicable notice and cure period), Fixed Rent and Direct Expenses each Lease shall be abated prorated between Purchaser and Seller for the period Lease Year (as defined below) in which the Closing occurs (the “Free-Rent PeriodSubject Lease Year”) beginning on the Commencement Date and continuing through March 31, 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 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 in proportion to the Fixed 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 and Direct Expenses, Subtenant agrees to pay to Sublandlord all Subtenant Surcharges (as hereinafter defined) as additional rent hereunderpaid after Closing Date occurs. As used herein, the term “Subtenant SurchargesLease Year” shall mean any and all amounts means the twelve (12) month period (or, as to tenants for which become due and payable by Sublandlord to the Overlandlord under the ▇▇▇▇▇▇▇▇▇ (without additional charge or profit to SublandlordClosing occurs during a partial Lease Year, such applicable shorter period) as “Additional Rent” (as such term to which annual Percentage Rent is defined in the ▇▇▇▇▇▇▇▇▇) which would not have become due and payable but for the acts and/or failures to act of Subtenant owed under this Sublease or which are otherwise attributable to the Subleased Premises, including, but not limited to: (i) any increases in the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofeach Lease.

Rent. (aLease section 4(B) From is modified to provide that: For the period of time commencing on Expansion Area Commencement Date and after ending on the Commencement DateLease termination date, Subtenant Lessee shall pay to Sublandlord annual fixed Lessor (in addition to any and all other Rent due under the Lease) an additional minimum guaranteed base rent for the Expansion Area in the sum of twenty-two thousand four hundred and 00/100 dollars ($22,400.00), such additional base rent payable in minimum monthly installments of one thousand six hundred and 00/100 dollars ($1,600. 00). Lease section 4(D) is modified to provide that: The additional monthly base rent for the “Fixed Rent”Expansion Area shall be adjusted, if the date for possession of the Expansion Area given pursuant to Lease section 1.(A)3. above occurs on a day other than July 1, 2002. Said Monthly Rent for such partial month (regardless of the actual number of days such month actually has) shall be due and payable/credited at the rate of fifty-two and 45/100 dollars ($52.45) per day, for each day, after/until possession of Expansion Area is given to Lessee. The Rent due/credited for such partial month shall be calculated from the date of possession of Expansion Area until the first (1/st/) day of the month immediately following such date of possession, payable in advance, as specified above. Notwithstanding the foregoing, Lessor shall grant to Lessee a "rent holiday" from the payment of one thousand six hundred and 00/100 dollars ($1,600.00) of the installment of Monthly Rent due only for the first (1st) full month of possession of Expansion Area (such period being hereinafter referred to as the "Expansion Area Free Rent Period"). During such Expansion Area Free Rent Period, all installments of Monthly Rent shall be abated as stated above (such rental abatement being hereinafter referred to as the "Expansion Area Free Rent Allowance"); provided, however, that: i) the Expansion Area Free Rent Period and the granting of the Expansion Area Free Rent Allowance as provided hereunder shall not affect the Expansion Area Commencement Date as determined herein; ii) Lessee shall remain obligated during the Expansion Area Free Rent Period to pay all Additional Rent payable pursuant to this Lease and to perform all of Lessee's obligations under this Lease except as expressly aforesaid; and iii) 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 event of any partial months during the 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 without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 31Lease by Lessor based upon a default hereunder by Lessee, 2015, as a result the entire amount of any default by or on behalf of Subtenant, any such Fixed Monthly Rent and Direct Expenses previously abated hereunder shall be immediately which would have otherwise been due and payable from Subtenant to Sublandlord. (d) In addition to hereunder during the Fixed Expansion Area Free Rent and Direct Expenses, Subtenant agrees to pay to Sublandlord all Subtenant Surcharges (as hereinafter defined) as additional rent hereunder. As used herein, Period in the term “Subtenant Surcharges” absence of the Expansion Area Free Rent Allowance shall mean any and all amounts which immediately 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofpayable.

Rent. (a) From Tenant shall, as rent for the Premises and after the Commencement Datein consideration for Landlord entering into this Lease, Subtenant shall pay to Sublandlord annual fixed rent Landlord "Rent" (as defined below), weekly and in arrears, commencing on the “Fixed Rent”first (1st) in day of the amounts set forth on Schedule 4 attached heretosecond full week of the Initial Term. Fixed Rent "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 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 without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all twenty percent (20%) of the Real Estate Taxes "CASH FLOW" (as defined below) of the Premises; provided, that until the fifth (5th) business day following the date that the results of the "Referendum" (as defined in Section 5.(B)(1that certain Purchase and Sale Agreement and Joint Escrow Instructions, dated as of August 31, 1999 (the "PURCHASE AGREEMENT"), by and between Landlord and Tenant) are certified to the County Auditor of Pottawattamie County, Iowa (the "REFERENDUM PAYMENT DATE"), Tenant shall be permitted to retain $1,350,000.00 ("TENANT'S RETAINED AMOUNT") of Cash Flow every six months. Until the ▇▇▇▇▇▇▇▇▇) and Operating Expenses (as defined in Section 5.(C)(1) occurrence of the ▇▇▇▇▇▇▇▇▇Referendum Payment Date, Tenant's Retained Amount shall be deducted from the first weekly Rent payment due on the sixth (6th) due from Sublandlord to Overlandlord pursuant to Sections 5.(B) and 5.(C) month anniversary of the ▇▇▇▇▇▇▇▇▇date of this Lease and on every six (6) month anniversary thereafter. If any weekly Rent payment retained by Tenant is less than Tenant's Retained Amount, respectively subsequent weekly Rent payments (collectivelyor any portion thereof) shall continue to be retained by Tenant until Tenant has retained the full Tenant's Retained Amount for such six (6) month period. In the event the Referendum Payment Date occurs before the end of any such six (6) month anniversary period, “Direct Expenses”). Sublandlord Tenant's Retained Amount for such period shall provide Subtenant with evidence of its payment of the Direct Expenses to Overlandlord be prorated and shall be payable within five (5) business days of the date Sublandlord makes such payment to Overlandlord. (c) So long Referendum Payment Date. Except as Subtenant is not then in material default under this Sublease (beyond any applicable notice and cure period)provided herein, Fixed all Rent and Direct Expenses shall be abated payable by Tenant to Landlord without demand, offset, deduction or reduction of any sort whatsoever. Rent shall be paid directly to Landlord by Manager. Provided Tenant has not taken any action (or inaction) which would wrongfully hinder, prevent or frustrate Manager's ability to pay any Rent or otherwise perform its duties under the Management Agreement, Tenant shall not have any liability for the period (the “Free-any Rent Period”) beginning on the Commencement Date and continuing through March 31should Manager fail to pay such Rent, 2011. In addition, during the Free-Rent Period, Sublandlord shall pay all utilities and other operating costs for the Subleased Premises. In with Landlord's only remedy in the event of a such default being termination of this Sublease prior Lease unless the failure to December 31, 2015, as a result of any default pay Rent by or on behalf of Subtenant, any such Fixed Rent and Direct Expenses previously abated hereunder shall be immediately Manager is due and payable from Subtenant to Sublandlord. (d) In addition to the Fixed Rent willful and Direct Expensesfraudulent act (including, Subtenant agrees without limitation, Tenant's action to pay prevent or hinder Manager's access to Sublandlord all Subtenant Surcharges funds in the "Operating Account" (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 ▇▇▇▇▇▇▇▇▇Management Agreement)) which would not or the misappropriation of funds in the Operating Account. The parties agree that Landlord shall have become due and payable but for no recourse against Tenant or any property of Tenant, other than the acts and/or failures to act of Subtenant under this Sublease or which are otherwise attributable Operating Account maintained by Manager pursuant to the Subleased Premises, including, but not limited to: (i) any increases in the Overlandlord’s fire, rent Management Agreement for payment of Rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofamounts due hereunder.

Rent. (a) From and after 4.1 Tenant hereby agrees to pay Landlord the Base Rent. For purposes of Rent adjustment hereunder, the number of months is measured from the first day of the calendar month in which the Commencement Date, Subtenant shall pay to Sublandlord annual fixed rent Date falls. Each monthly installment (the “Fixed Monthly 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, proby check or by money order or by 3489-rated on a per diem basis in the case of any partial months during the Term. Except 000151321/1351 Harbor Bay Pkwy -5- Federal Reserve Automated Clearing House (ACH) deposit to an account as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable directed by ▇▇▇▇▇▇▇▇ by written notice to Tenant on or before the first day of each calendar month. ▇▇▇▇▇▇▇▇ agrees to accept payment by Federal Reserve Automated Clearing House (ACH) deposit only so long as such system is available for Landlord's use. In addition to the Base Rent, without notice or demand and without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant ▇▇▇▇▇▇ also agrees to pay to Sublandlord▇▇▇▇▇▇'s Share of Operating Expenses and Taxes (each as hereinafter defined), and any and all other sums of money as shall become due and payable by Tenant as set forth in this Lease, all of which shall constitute additional rent hereunder, an amount equal to all under this Lease (the “Additional Rent”). All non-recurring payments of Additional Rent will be due and payable as of the Real Estate Taxes date that is thirty (as defined in Section 5.(B)(130) of the days after ▇▇▇▇▇▇▇▇▇) and Operating Expenses (as defined in Section 5.(C)(1) 's delivery of an invoice therefor. Landlord expressly reserves the right to apply any payment received to Base Rent or any other items of Rent that are not paid by ▇▇▇▇▇▇▇▇▇) . The Base Rent, the Monthly Rent and the Additional Rent are sometimes hereinafter collectively called “Rent” and shall be paid when due from Sublandlord to Overlandlord pursuant to Sections 5.(B) and 5.(C) in lawful money of the ▇▇▇▇▇▇▇▇▇United States without demand, respectively deduction, abatement, or offset, except to the extent expressly set forth herein, to the addresses for the rental payment set forth in the Basic Lease Information, or via ACH transfer or as Landlord may designate from time to time by written notice delivered at least thirty (collectively, “Direct Expenses”). Sublandlord shall provide Subtenant with evidence of its payment 30) days prior to the effective date of the Direct Expenses to Overlandlord address change. 4.2 In the event any Monthly Rent or Additional Rent or other amount payable by Tenant hereunder is not paid within five (5) business days of the date Sublandlord makes such payment after its due date, Tenant shall pay 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 the period Landlord a late charge (the “Free-Rent PeriodLate Charge”), as Additional Rent, in an amount of five percent (5%) beginning on of the amount of such late payment. Failure to pay any Late Charge following notice and the passage of the cure period described in Section 22.1(a) below shall be deemed a Monetary Default (as hereinafter defined). Provision for the Late Charge shall be in addition to all other rights and remedies available to Landlord hereunder, at law or in equity, and shall not be construed as liquidated damages or limiting Landlord's remedies in any manner. Failure to charge or collect such Late Charge in connection with any one (1) or more such late payments shall not constitute a waiver of Landlord's right to charge and collect such Late Charges in connection with any other similar or like late payments. Notwithstanding the foregoing provisions of this Section 4.2, the Late Charge shall not be imposed with respect to the first late payment in the twelve (12) months following the Commencement Date or with respect to the first late payment in any succeeding twelve (12) month period during the Term unless the applicable payment due from Tenant is not received by Landlord within five (5) days following written notice from Landlord that such payment was not received when due. Following the first such written notice from Landlord in the twelve (12) months following the Commencement Date and continuing through March 31, 2011. In addition, the first such written notice in any succeeding twelve (12) month period during the Free-Rent PeriodTerm (but regardless of whether such payment has been received within such five (5) day period), Sublandlord shall pay all utilities and other operating costs the Late Charge will be imposed without notice 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 or on behalf of Subtenant, any subsequent payment due from Tenant during such Fixed Rent and Direct Expenses previously abated hereunder shall be immediately applicable twelve (12) month period which is not received within five (5) days after its due and payable from Subtenant to Sublandlorddate. (d) In addition 4.3 All Rents and any other amount payable by Tenant to Landlord hereunder, if not paid when due, shall bear interest from the date due until paid at a rate equal to the Fixed Rent and Direct Expensesprime commercial rate established from time to time by Bank of America, Subtenant agrees plus four percent (4%) per annum; but not in excess of the maximum legal rate permitted by law. Failure 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 collect such interest in connection with any one (1) or more delinquent payments shall not constitute a waiver of Landlord's right to Sublandlord) as “Additional Rent” (as charge and collect such term is defined interest 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of connection with any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Sublandlordsimilar or like delinquent payments. 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereof.3489-000151321/1351 Harbor Bay Pkwy -6-

Rent. (The Base Rental and Additional Rental under the Primary Lease is greater than the Base Rental and Additional Rental that is due under this Sublease. The parties agree that it is the Sublessor’s sole responsibly to pay the shortfall in Base Rental and Additional Rental to the Landlord and that Sublessor shall pay such shortfall timely as set forth in the Primary Lease. Sublessee shall not be in default of this Sublease or the Primary Lease as long as it pays direct to the Landlord the Base Rental and Additional Rental that is due for the Subleased Premises under this Sublease. a) From During the period commencing upon Commencement Date and after the Commencement Dateterminating with this Sublease, Subtenant shall Sublessee covenants to pay to Sublandlord annual fixed rent (the “Fixed Rent”) Landlord, without any demand or notice and without any offset or reduction whatsoever, a Base Rental, payable in the amounts set forth on Schedule 4 advance, as specified in Exhibit C attached hereto. Fixed Rent Sublessee shall be payable in advance in the pay all Base Rental monthly installments set forth on Schedule 4, pro-rated on a per diem basis in the case of any partial months during the 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, direct to Landlord without notice or demand and without abatementto the below address or any other address which the Landlord notifies Sublessee of in writing. Payable to: Sojourn Office, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the Real Estate Taxes (as defined in Section 5.(B)(1) of the LLC Attn: Property Manager ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇) and Operating Expenses (as defined in Section 5.(C)(1) of the . ▇▇▇▇▇ ▇▇▇ PMB 26 ▇▇▇▇▇) 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 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 Fixed 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 b) as “Sublessee shall pay Landlord at the address set forth in 4.a) above Additional Rent” (as such term is defined Rental in the ▇▇▇▇▇▇▇▇▇) which would not have become due and payable but for amount of any increases in operating expenses over base year 2019. Sublessee’s Additional Rental shall be based on the acts and/or failures to act square footage of Subtenant under this Sublease or which are otherwise attributable to the Subleased Premises. Sublessor or Landlord shall deliver direct to Sublessee the calculation of the amount due for Additional Rental using a base year of 2019 and the square footage of the Subleased Premises in accordance with the Primary Lease. The shortfall of Additional Rental being paid by Sublessee under this Sublease, including, but not limited to: (i) any increases in versus the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission amount of Subtenant, and (ii) any additional rent or charges Additional Rental due under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account Primary Lease shall be the sole responsibility of any other additional service as may Sublessor. c) Non-payment or late payment of monthly rent will be provided under the ▇▇▇▇▇▇▇▇▇, or penalized and enforced in accordance with the consent sections 3.7 and 3.8 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofPrimary Lease.

Rent. At any time after receipt by Sublandlord of any statement for any Article 4 Rent, or if Sublandlord is at any time obligated to pay any Article 4 Rent, Sublandlord shall promptly deliver to Subtenant a detailed statement with respect to the payment of the Article 4 Subtenant's Proportionate Share of the Article 4 Rent (awhich may be Overlandlord's statement together with all back-up and other documentation which Overlandlord has provided) From and and, within twenty (20) days after the Commencement Datedelivery of such statement, Subtenant shall pay to Sublandlord Sublease Additional Charges as determined as aforesaid in this Section 4. If an annual fixed rent (Escalation Statement is furnished by Overlandlord to Sublandlord which shows that there has been an overpayment by Subtenant of Article 4 Rent or if Overlandlord shall notify Sublandlord that Sublandlord is entitled to a credit against subsequent Rent due to a refund of Article 4 Rent as to which Subtenant paid Article 4 Rent, and if Overlandlord shall actually give Sublandlord credit therefor under the “Fixed Rent”) in Overlease, Sublandlord shall permit Subtenant to credit 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 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 without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the Real Estate Taxes (as defined in Section 5.(B)(1) of the o▇ ▇▇▇▇ ▇▇▇▇▇▇) and Operating Expenses erpayment (as defined in Section 5.(C)(1) with interest thereon at the Interest Rate from the time paid if the amount of the ▇▇▇▇▇▇▇▇▇) due from Sublandlord to Overlandlord pursuant to Sections 5.(B) and 5.(C) overpayment was more than 5% of the ▇▇▇▇▇▇▇▇▇, respectively (collectively, “Direct Expenses”)Article 4 Rent in question) or Subtenant's portion of such tax refund credit against the next subsequent Sublease Rent payments under this Sublease. After the termination of this Sublease and the payment to Sublandlord shall provide Subtenant with evidence of its payment of the Direct Expenses to Overlandlord within five (5) business days balance, if any, of the date Sublandlord makes such payment to Overlandlord. (c) So long as Subtenant is not then in material default under this all Sublease (beyond any applicable notice and cure period), Fixed Rent and Direct Expenses shall be abated for the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 2011. In addition, during the Free-Rent Perioddue hereunder, Sublandlord shall promptly pay all utilities and other operating costs for to Subtenant the Subleased Premisesamount of any such credit not previously applied by Subtenant. In the event of a termination of this Sublease prior to December 31, 2015, as a result of that any default by or on behalf of Subtenant, any such Fixed Article 4 Rent and Direct Expenses previously abated hereunder shall be immediately is due and payable from Subtenant to Sublandlord. (d) In addition to the Fixed 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 ▇▇▇Overlease with respect to any period that includes any period that f▇▇▇▇▇▇ (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 e Sublease or which are otherwise attributable to the Subleased PremisesExpiration Date, including, but not limited to: (i) any increases in the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord 's obligations hereunder on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge Article 4 Rent shall be refunded to Subtenant within thirty (30) days thereofappropriately prorated.

Rent. (a) From and after the Commencement DateCommencing on November 1, Subtenant shall pay to Sublandlord annual fixed rent 2014 (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 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 without abatement, set-off or deduction. (b) From and after the Commencement Date”), Subtenant agrees to will pay to Sublandlord, as additional rent hereunder, an amount equal to all of the 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 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 Fixed 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 ▇▇▇F▇▇▇▇▇▇ (without additional charge or profit to Sublandlord) Mac, as “Additional Rent” (as such term is defined in the ▇▇▇▇▇▇▇▇▇) which would not have become due and payable but annual rent for the acts and/or failures to act Subleased Premises (the “Base Rent”), the sum of Subtenant under this Sublease or which are otherwise attributable to thirty-three dollars and zero cents ($33.00) per rentable square foot of the Subleased Premises. On September 1, including2015 and again on September 1, but not limited to: 2016, Base Rent will increase by two percent (i2%). Base Rent for the Term is set forth on the Base Rent Schedule attached hereto as Exhibit 2 and made a part hereof. Base Rent will be payable in monthly installments, in advance, beginning on the Rent Commencement Date and continuing on the first day of each successive month during the Term. If the Term begins on a date other than the first day of a month or ends on a date other than the last day of a month, the foregoing monthly installment will be pro ratedfor the month based on the number of days of the month that fall during the Term. (b) any increases in the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇Subtenant also will pay to F▇▇▇▇▇▇ Mac as “Additional Rent” the amount of any increases in Taxes (as defined in the Master Lease) payable by Sublandlord on account of any other additional service as may be provided under the F▇▇▇▇▇▇ Mac under the Master Lease, above Taxes paid by F▇▇▇▇▇▇ Mac for 2014/2015, as and when charged to F▇▇▇▇▇▇ Mac by Landlord (on both an estimated and actual basis). Subtenant also will pay to F▇▇▇▇▇▇ Mac as Additional Rent $3.25 per square foot per month for electricity. In addition to the foregoing, Subtenant will reimburse F▇▇▇▇▇▇ Mac, as Additional Rent, for any and all amounts that are payable by F▇▇▇▇▇▇ Mac pursuant or with related to the consent Master Lease as a result of Subtenant’s use or occupancy of the OverlandlordSubleased Premises, Subtenant shall pay any Subtenant Surcharge within fifteen including without limitation charges for electricity (15as measured by submeter) business days after in excess of $3.25 per square foot provided to 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall All Additional Rent will be refunded to Subtenant due within thirty (30) days thereofafter receipt by Subtenant of any invoice reasonably documenting such costs. The Base Rent and Additional Rent are together referred to herein as the “Rent.” (c) All Rent will be paid by Subtenant with no notice (except as expressly provided herein), deduction or offset whatsoever. If Subtenant fails to make any payment of Rent when due, Subtenant will pay interest on any such delinquent amount, calculated at the rate of fifteen percent (15%) per annum or, if lower, the highest rate permitted by law, from and after the due date of said payment until paid in full, without regard to whether F▇▇▇▇▇▇ Mac has incurred or paid any late charges or penalties under the Master Lease. Notwithstanding the foregoing, F▇▇▇▇▇▇ Mac agrees that no more than once in any twelve calendar month period Subtenant will have a grace period of three business days to cure a failure to make payment of Rent when due before interest charges under this Section 4(c) accrue.

Rent. (a) From 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 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 without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant 4.01 Tenant agrees to pay Landlord during the Term of this Lease the Basic Minimum Annual Rent. 4.02 Tenant agrees to Sublandlordpay Landlord during the Term of this Lease Additional Rent, consisting of: [i] Tenant's Pro Rata Share of the Basic Operating Cost; [ii] all utility charges which are not included as additional rent items of Basic Operating Cost but are the cost responsibility of Tenant under other provisions of this Lease (which have not been paid by Tenant directly to the utility providing the service under other provisions of this Lease); [iii] and any other item specifically set forth elsewhere in this Lease as an item of Additional Rent or as an item which is in any other manner the cost responsibility of Tenant. Landlord shall give Tenant within thirty days after the commencement of Landlord's fiscal operating year for the Project a reasonably detailed statement of Tenant's Pro Rata Share of estimated Basic Operating Cost for the ensuing year, specifying all items of Basic Operating Cost. Tenant agrees to pay Tenant's Pro Rata Share of the Basic Operating Cost for each fiscal year in monthly installments in accordance with Landlord's statement. Landlord shall, within a reasonable period of time after the end of each fiscal year for which Basic Operating Cost has been charged in accordance with the estimated charges, give to Tenant a statement, prepared in accordance with Generally Accepted Accounting Principles, consistently applied, of the actual Basic Operating Cost incurred for the previous year. Adjustment shall be made for any overpayment or underpayment of the actual charges resulting from any variance between the actual Basic Operating Cost for the previous year and the estimated Basic Operating Cost paid by Tenant, which adjustment may be made by increasing or decreasing the Additional Rent charges for the next year, or a refund, provided, however, that Landlord shall not be required to make such adjustment more than once per year. If during any fiscal operating year, Landlord shall not have delivered to Tenant the statement mentioned for such year, Tenant shall continue to pay Landlord the sums payable for the immediately preceding year, until the statement for the current year shall have been delivered, at which time the monthly payments by Tenant shall be adjusted retroactively. If during all or part of any fiscal year any particular item or items of service or work (which would constitute an element of Additional Rent hereunder) are not furnished to any portion of the Project due to the fact that such portion is not completed, occupied or leased, then for the purposes of computing Additional Rent payable hereunder, the amount of such expenses for such items shall be increased by an amount equal to all the expenses which would have reasonably been incurred during such period if Landlord had at his own expense furnished such items of service or work to such portion of the Real Estate Taxes (Project. Utility charges set forth as defined a portion of Additional Rent, above, may be included with the statement of estimated Basic Operating Cost and billed and adjusted in Section 5.(B)(1) the same manner as Tenant's Pro Rata Share of the ▇▇▇▇▇▇▇▇▇) and Basic Operating Expenses (as defined in Section 5.(C)(1) Cost. If any part of the ▇▇▇▇▇▇▇▇▇) due from Sublandlord to Overlandlord pursuant to Sections 5.(B) and 5.(C) first or last Lease Years of the ▇▇▇▇▇▇▇▇▇Term of this Lease shall include part of a tax or operating expense year, 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 Tenant's liability under this Sublease (beyond any applicable notice and cure period), Fixed Rent and Direct Expenses paragraph shall be abated for the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 2011. In addition, during the Free-Rent Period, Sublandlord apportioned so that Tenant shall pay all utilities only for such parts of such tax year and other operating costs for expense years that shall be included in the Subleased Premises. In the event of a termination Term of this Sublease prior Lease. Landlord may elect to December 31, 2015, as a result of any default by 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 Fixed 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 “the full amount of any item of Additional Rent” (Rent which is not an item of Basic Operating Cost as such term item of expense is defined incurred by Landlord (repair of damage caused by Tenant, for example). All items of Additional Rent which are capital items not specifically the immediate cost responsibility of Tenant pursuant to other terms of the Lease shall be amortized in accordance with generally accepted accounting principles, provided that no item shall have a useful life of more than fifteen years. Tenant shall have the right to examine, and Landlord shall keep for a period of at least three years, Landlord's books and records relating to the calculation of Tenant's Pro Rata Share of the Basic Operating Cost and Operating Expenses, which examination shall be at Tenant's sole cost and expense, upon reasonable advance notice to Landlord and during normal business hours. 4.03 Notwithstanding the provisions of paragraph 4.02, Tenant's Pro Rata Share of the Basic Operating Cost shall be limited in the ▇▇▇▇▇▇▇▇▇) which would not have become due and payable but for manner set forth in this Paragraph. For the acts and/or failures to act of Subtenant under this Sublease or which are otherwise attributable to the Subleased Premisescalendar year 1993, including, but not limited to: (i) any increases in the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, or with the consent Tenant's Pro Rata Share of the Overlandlordentire Basic Operating Cost, Subtenant excluding Tenant's separately metered paragraph 8.01 electricity, shall pay any Subtenant Surcharge within fifteen (15) business days after Subtenant’s receipt not exceed $7.54 per square foot 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereof.Tenant'

Rent. (a) From and after the Commencement Date, Subtenant shall pay to Sublandlord Landlord 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 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 without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to SublandlordLandlord, as additional rent hereunder, an amount equal to all “Subtenant’s Proportionate Share” of the Real Estate Taxes following costs and expenses arising from and after the Commencement Date: (i) the amount payable by Landlord pursuant to Section 4.05 of the ▇▇▇▇▇▇▇▇▇, (ii) the amount payable by Landlord on account of real property tax (as defined in Section 5.(B)(1) 9.01 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) Section 9.01 of the ▇▇▇▇▇▇▇▇▇, respectively and (collectivelyiii) all costs and expenses of every kind and nature paid or incurred by Landlord in the operation, maintenance, repair and replacement of the Building and the Building Common Area, including, without limitation, the utility costs described in Section 19 below (“Landlord’s Building Expenses”) (all such additional rent payable by Subtenant collectively referred to herein as “Direct Expenses”). Sublandlord There shall provide be excluded from the calculation of any management fee imposed by Landlord on Landlord’s Building Expenses any costs imposed on Landlord under the ▇▇▇▇▇▇▇▇▇ and passed on to Subtenant as part of Direct Expenses. In no event shall Landlord’s Building Expenses include any costs or insurance deductibles associated with evidence the repair of its payment any damage to the Building or the Building Common Area caused by casualty or condemnation; any real property tax directly related to tenant improvements constructed by or for the benefit of other subtenants of the Building; depreciation of the Building, Building Common Area or any equipment; real estate brokers’ commissions; costs and expenses paid directly by other subtenants of the Building; or capital expenditures except as provided in Section 6.05 of the ▇▇▇▇▇▇▇▇▇ as if such provision was incorporated by reference herein. For purposes of this Sublease, Landlord’s Building Expenses shall not include the cost of “Rent” payable by Landlord to Overlandlord under the ▇▇▇▇▇▇▇▇▇ since Landlord is recovering such costs from Subtenant through Fixed Rent, Direct Expenses, Subtenant Surcharges and other amounts payable under this Sublease, if any, (as it is the intent of the parties to avoid any “double charging” for such amounts). In the event the Building is not at least 95% occupied during any calendar year during the Term, then that portion of Landlord’s Building Expenses that vary based on occupancy shall be grossed up as if the Building were 95% occupied for such period. For purposes of this Sublease, “Subtenant’s Proportionate Share” shall be calculated by dividing the rentable square footage of the Subleased Premises subject to this Sublease (at the time in question) divided by the total rentable square footage of the Building. Initially, the Subtenant’s Proportionate Share is twenty-five percent (25%). Subtenant shall pay Direct Expenses in monthly installments on the first day of each month in an amount set forth in a written estimate by Landlord. Landlord shall deliver to Overlandlord within five (5) business days Subtenant a written estimate of the date Sublandlord makes payments for Direct Expenses for the upcoming calendar year promptly upon receipt of such payment similar statements from Overlandlord, together with copies of the statements received from Overlandlord. Promptly upon Landlord’s receipt of any year-end statement from Overlandlord, Landlord shall furnish to OverlandlordSubtenant a similar statement (“Landlord’s Statement”) of the actual amount of Direct Expenses for the year. Within fifteen (15) days thereafter, Subtenant shall pay to Landlord, as Direct Expenses, or Landlord shall remit to Subtenant, as the case may be, the difference between the estimated amounts paid by Subtenant and the actual amount of Subtenant’s Proportionate Share of Direct Expenses for such period. Subtenant shall have the right to review and adjust Landlord’s Statement in accordance with the procedures set forth in Section 4.08 of the ▇▇▇▇▇▇▇▇▇, except that the first sentence of Section 4.08(b) shall be inapplicable and is not incorporated into this Sublease. Subtenant’s review shall be at a location in the San Francisco Bay area reasonably determined by Landlord. This paragraph shall survive the expiration or sooner termination of this Sublease. (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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 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 Fixed Rent and Direct Expenses, Subtenant agrees to pay to Sublandlord Landlord all Subtenant Surcharges (as hereinafter defined) as additional rent hereunderhereunder as hereinafter provided. As used herein, the term “Subtenant Surcharges” shall mean any and all amounts which become due and payable by Sublandlord Landlord to the Overlandlord under the ▇▇▇▇▇▇▇▇▇ (without additional charge or profit to SublandlordLandlord) 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord Landlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, or with the consent of the Overlandlord, . Subtenant Surcharges shall not include any costs or charges that have been expressly excluded from other payment obligations of Subtenant under this Sublease. Subtenant shall pay any Subtenant Surcharge within fifteen (15) business days after Subtenant’s receipt the presentation of the Overlandlord’s statements therefor by the Landlord to Subtenant. (d) Any failure or delay by Landlord in billing any sum set forth in this Section 4 shall not constitute a waiver of Subtenant’s obligation to pay the same in accordance with the terms of this Sublease. (e) Landlord shall promptly furnish to Subtenant a copy of each notice or statement from Sublandlordthe Overlandlord affecting the Subleased Premises with respect to Subtenant’s obligations hereunder, including, without limitation, notices of default against Landlord and statements regarding Additional Rent (as defined in Section 4.05 of the ▇▇▇▇▇▇▇▇▇). In If Landlord, whether at its discretion or on behalf of Subtenant (pursuant to the event that prior written request of Subtenant under such rights as incorporated herein from Section 4.08 of the ▇▇▇▇▇▇▇▇▇), disputes the Subtenant Surcharges, Sublandlord agrees to cooperate with Subtenant in seeking a reduction correctness of any such disputed amount from the Overlandlord, notice or statement and if such reduction dispute is obtainedresolved in Landlord’s favor, or if Landlord shall receive any refund of Direct Expenses or Subtenant Surcharges with or without a dispute, Landlord shall promptly pay to Subtenant any refund (after deducting from the corresponding reduction amount of any such refund an equitable portion of all reasonable expenses, including court costs and reasonable attorneys’ fees, incurred by Landlord in resolving such dispute) received by Landlord in respect (but only to the extent) of any related payments of Direct Expenses, Subtenant Surcharges or other amounts made by Subtenant less any amounts theretofore received by Subtenant directly from the Overlandlord and relating to such refund; provided, however, that, if Landlord is required under the terms of the ▇▇▇▇▇▇▇▇▇ to pay such amounts pending the determination of any such dispute (by agreement or otherwise), Subtenant Surcharge shall pay the full amount of the Fixed Rent, Direct Expenses and Subtenant Surcharges in accordance with this Sublease and the applicable Overlandlord’s statement or notice. Landlord shall also promptly remit to Subtenant, Subtenant’s Proportionate Share of any refunds, if any, paid by Overlandlord to Landlord pursuant to Section 4.07(b) of the ▇▇▇▇▇▇▇▇▇ to the extent that such refund is not otherwise exclusively attributable to rentable space (other than the Subleased Premises) in the Building. The provisions of this Section 4(e) shall survive the expiration or sooner termination of this Sublease. (f) The Fixed Rent, Direct Expenses, Subtenant Surcharges and any other amounts payable pursuant to this Sublease shall be refunded paid by Subtenant to Landlord at the address set forth for notices below, or at such other place as Landlord may hereafter designate from time to time in writing, in lawful money of the United States of America, by a good unendorsed check, subject to collection, as and when the same become due and payable, without demand therefor and without any deduction, set-off or abatement whatsoever. Any other amounts of additional rents and other charges herein reserved and payable shall be paid by Subtenant in the manner and to the persons set forth in the statement from Landlord describing the amounts due as applicable. All Subtenant Surcharges and all other costs, charges and expenses which Subtenant assumes, agrees or is obligated to pay to Landlord pursuant to this Sublease shall be additional rent and in the event of nonpayment thereof Landlord shall have all the rights and remedies with respect thereto as are herein provided for in case of nonpayment of the Fixed Rent reserved hereunder. (g) Subtenant shall, within thirty two (302) business days thereofafter the satisfaction of the Conditions Precedent, pay to Landlord the sum of $21,821.28 to be applied to the first full monthly installment of Fixed Rent due hereunder.

Rent. (a) From and after the Commencement Date, Subtenant shall pay in advance to Sublandlord annual fixed basic rent of Four Thousand Dollars ($4,000) per month ("BASE RENT") for 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 4term of this Sublease, pro-rated on a per diem basis in the case of any partial months during the Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on or before the Commencement Date and on the first day of each monthmonth thereafter during the term of this Sublease. Payment of Base Rent shall be made without demand, notice, counterclaim, offset or deduction. It is the intention of the parties that the payment of Base Rent provided above shall be absolutely "net" to the Sublandlord, by which is meant that the parties intend that the Sublandlord shall have the Base Rent in hand after payment of any and all expenses that Sublandlord is required to pay on account of its leasehold interest in the Deacon Premises and that arise during the term of this Sublease. SECTION 17 of this Sublease sets forth additional provisions relative to the payment of expenses related to the Deacon Premises. All such expenses that Sublandlord is required to pay under the terms of the Master Lease (or otherwise) with respect to the Deacon Premises (hereinafter referred to as "ADDITIONAL RENT"), to the extent not directly paid by the Subtenant, shall be invoiced by the Sublandlord to the Subtenant and the Subtenant shall pay the Sublandlord the amount so invoiced, without notice or demand and without abatementfurther demand, set-off notice, counterclaim, offset or deduction. (b) From , within 30 days of invoice. Additional Rent includes all costs and after expenses of any kind or description with respect to the Commencement Date, Subtenant agrees Deacon Premises that are the responsibility of the "Tenant" under the Master Lease and that arise during the term of this Sublease. Base Rent and Additional Rent are referred to herein collectively as "RENT". Subtenant's agreement to pay Rent is an independent covenant, with no right of setoff, deduction or counterclaim of any kind, except if and to Sublandlord, as additional rent hereunder, an amount equal the extent APPC objects to all Subtenant occupying the Deacon Premises. The obligation of the 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 Subtenant 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 pay Rent and Direct Expenses shall be abated for the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 2011. In addition, accruing during the Free-term of this Sublease, whether Base Rent Periodor Additional Rent, Sublandlord shall pay all utilities and other operating costs for the Subleased Premises. In the event of a survive any termination of this Sublease prior to December 31, 2015, as a result of any default by or on behalf of Subtenant, any such Fixed the Master Lease. Rent and Direct Expenses previously abated hereunder shall be immediately due prorated for any partial month at the beginning and/or end of the Sublease term, by dividing the stated monthly rental rate (and payable from Subtenant to Sublandlord. (d) In addition to the Fixed 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 “Tenant's pro rata share of Additional Rent” (as ) by the number of days in such term is defined in month during which Subtenant occupies 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 Deacon Premises, including, but not limited to: (i) any increases in the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereof.

Rent. (a) From Rent shall be prorated for the month in which the Closing Date occurs, with Seller entitled to receive rent for the period prior to the Closing Date, and with Purchaser entitled to receive rent for the period from and after the Commencement Closing Date, Subtenant shall pay to Sublandlord annual fixed . No rent (the “Fixed Rent”) in the amounts set forth on Schedule 4 attached hereto. Fixed Rent proration 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 Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent made for rents other than rents which have been received by either Seller or Purchaser; no credit proration shall be payable on or before made at any time for rents which have accrued but which have not been paid in cash. Seller's remedies for rent unpaid at the first day time of each month, without notice or demand and without abatement, set-off or deduction. (b) From Closing are stated in Section 6.4.3. below. Rents which have been received by Seller for the month in which the Closing occurs will be considered prepaid rent for the portion of that month occurring from and after the Commencement DateClosing, Subtenant agrees to pay to Sublandlord, as additional rent and Purchaser shall receive credit for prepaid rents hereunder, an amount equal to all of the 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 6.4.2.1. Seller shall be abated entitled to fixed, minimum and base rents for the period prior to the Closing Date. Seller shall be entitled to retain payments it has received from Tenant, or for which it has billed Tenant, for heat, electricity and real estate taxes, for the month in which Closing occurs. Purchaser and Seller will prorate these items as provided in Sections 6.4.1. and 6.4.6. 6.4.2.2. Overage rents ("OVERAGE RENTS") to be prorated hereunder shall include consumer price index, escalation payments and other similar rental payments in excess of fixed, minimum and base rents under the “Free-Rent Period”Leases, whether finally determined before or after the expiration of the fiscal years under the Leases. Charges ("CHARGES") beginning to be prorated hereunder shall include maintenance charges, taxes, operating expenses and similar expenses to the extent Tenant under Lease pays monthly estimates with an adjustment at the end of each fiscal year applicable to Charges. Overage Rents and Charges shall be separately prorated under each Lease on the Commencement Date and continuing through March 31, 2011. In addition, during basis of the Free-Rent Period, Sublandlord shall pay all utilities and other operating costs fiscal year set forth in each Lease for the Subleased Premisespayment of Overage Rents and Charges. In the event of a termination of this Sublease prior to December 31, 2015, as a result of any default by or on behalf of Subtenant, any such Fixed All interim Overage Rent and Direct Expenses previously abated hereunder Charges payments made before the Closing Date shall be immediately due retained by Seller until year-end adjustment and payable from Subtenant to Sublandlord. (d) In addition to the Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereof.determination

Rent. A. During each calendar year, or portion thereof, falling within the Lease Term, Tenant shall pay to Landlord the Base Rental. The Base Rental shall be payable in equal monthly installments during the Lease Term, commencing as of the Commencement Date. In the event the Commencement Date shall occur on other than the first day of a calendar month, the Base Rental, and if applicable, the Additional Base Rental, shall be pro-rated for such month based upon a thirty (a30) From day month. Tenant covenants and after agrees to also pay during the Lease Term as Additional Base Rental hereunder Tenant's Pro-Rata Share of Additional Base Rental. Prior to the first anniversary of the Commencement Date, Subtenant and prior to January 1 of each subsequent calendar year during the Lease Term, or as soon thereafter as practical, Landlord shall pay provide to Sublandlord annual fixed rent Tenant the reasonably estimated amount of Tenant's Pro-Rata Share of Additional Base Rental (the “Fixed Rent”"Estimate") in for the amounts set forth on Schedule 4 attached heretoapplicable calendar year. 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 Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on On or before the first day of each monthmonth during such calendar year, without notice Tenant shall pay to Landlord, as Additional Base Rental, a monthly installment equal to one-twelfth of the Estimate. Landlord shall have the right from time to time during any such calendar year to revise the reasonable Estimate to be paid by Tenant for such year to reflect a new reasonable Estimate, and provide Tenant with a revised statement therefor, and thereafter the amount Tenant shall pay each month shall be based upon such revised Estimate. If Landlord does not provide Tenant with an Estimate by January 1 of any calendar year, Tenant shall continue to pay a monthly installment based on the previous year's Estimate until such time as Landlord provides Tenant with an Estimate for the current year. Upon receipt of such current year's Estimate, an adjustment shall be made for any month during the current year with respect to which Tenant paid monthly installments of Additional Base Rental based on the previous year's Estimate. Tenant shall pay Landlord any underpayment within ten (10) days after demand. Any overpayment shall, at Landlord's option, be refunded to Tenant within ten (10) days from the date determined by Landlord or demand credited against the installment of Additional Base Rental due for the months immediately following the furnishing of such estimate; provided that in the event Tenant shall then be in default hereunder, Landlord shall be entitled to apply any such overpayment on account of other sums then due to Landlord. Any amounts paid by Tenant based on any Estimate shall be subject to adjustment pursuant to the immediately following paragraph when actual Expenses are determined for such calendar 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 without abatementthe actual amount of Tenant's Pro-Rata Share of Additional Base Rental for the previous calendar year. If the amount of the Estimate actually paid by Tenant for the prior year is in excess of the amount of Tenant's Pro-Rata Share of Additional Base Rental for such prior year, set-off then Landlord shall apply such overpayment against Additional Base Rental due or deductionto 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 pay to Landlord, within ten (10) days after demand, any underpayment with respect to the prior year, whether or not the Lease has terminated prior to receipt by Tenant of a statement for such underpayment, it being understood that this clause shall survive the expiration of the Lease. Tenant's Pro Rata Share of Additional Base Rental for any partial calendar year shall be determined by multiplying the amount of Tenant's Pro Rata Share of Additional Base Rental for the full calendar year by a fraction, the numerator of which is the number of days during such calendar year falling within the Lease Term and the denominator of which is 365. (b) From B. Basic Costs shall mean all costs and after expenses paid or incurred in each calendar year in connection with operating, maintaining, repairing, managing and owning the Commencement DateBuilding and the Property, Subtenant agrees [except to pay to Sublandlord, as additional rent hereunder, an amount equal to all the extent expressly limited below in the case of the Real Estate Taxes items described in subsections (as defined in Section 5.(B)(1) of the ▇▇▇▇▇▇▇▇▇6) and Operating Expenses (as defined in Section 5.(C)(19) 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 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 Fixed 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, below] including, but not limited to: (i) , the following: 1. All labor costs for all persons performing services required or utilized in connection with the operation, repair, replacement and maintenance of and control of access to the Building and the Property, including but not limited to amounts incurred for wages, salaries and other compensation for services, payroll, social security, unemployment and other similar taxes, workers' compensation insurance, uniforms, training, disability benefits, pensions, hospitalization, retirement plans, group insurance or any increases other similar or like expenses or benefits. 2. All management fees, the cost of equipping and maintaining a management office at the Building, accounting services, legal fees not attributable to leasing and collection activity, and all other administrative costs relating to the Building and the Property. If management services are not provided by a third party, Landlord shall be entitled to a management fee comparable to that due and payable to third parties provided Landlord or management companies owned by, or management divisions of, Landlord perform actual management services of a comparable nature and type as normally would be performed by third parties with the understanding; however, that in the Overlandlord’s fireevent Landlord or an entity owned or controlled by Landlord or parties owning no less than 51% of the ownership interests in Landlord shall receive such management fee, Landlord shall waive any general overhead of Landlord as to general management of the Building for which Landlord receives such management fee, including, overhead charges for services such as accounting, secretarial, bookkeeping, office rent for the management office, office furniture, supplies and equipment. 3. All rental and/or purchase costs of materials, supplies, tools and equipment used in the operation, repair, replacement and maintenance and the control of access to the Building and the Property. 4. All amounts charged to Landlord by contractors and/or suppliers for services, replacement parts, components, materials, equipment and supplies furnished in connection with the operation, repair, maintenance, replacement of and control of access to any part of the Building, or the Property generally, including the heating, air conditioning, ventilating, plumbing, electrical, elevator and other systems and equipment. At Landlord's option, major repair items may be amortized over a period of up to five (5) years. 5. All premiums and deductibles paid by Landlord for fire and extended coverage insurance, earthquake and extended coverage insurance, liability and extended coverage insurance, rental loss insurance, elevator insurance, boiler insurance and other insurance premiums resulting customarily carried from any act time to time by landlords of comparable office buildings or omission of Subtenantrequired to be carried by Landlord's Mortgagee. 6. Charges for all utilities, including but not limited to water, electricity, gas and (ii) any additional rent or charges under sewer, to the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be extent provided under to the ▇▇▇▇▇▇▇▇▇, or with the consent common areas of the Overlandlord, Subtenant shall pay any Subtenant Surcharge within fifteen (15) business days after Subtenant’s receipt of Building located on 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereoffirst floor.

Rent. a. Subtenant covenants and agrees to pay to Sublandlord the fixed rent as set forth under Section 5 of the Seventh Amendment (a) From the “Base Rent”), at the notice address set forth in Section 9 below, or at such other place as may be designated by Sublandlord from time to time, without any demand, notice, set-off, abatement or deduction, commencing as of October 1, 2017 (the “Rent Commencement Date”), and after continuing thereafter throughout the Term, as follows: b. The first monthly installment of Base Rent under this Sublease is due and payable upon the Rent Commencement Date and Base Rent for each ensuing month during the Sublease Term being due and payable to Sublandlord not later than the 25th day of the preceding calendar month. If the Commencement DateDate is other than the first day of a month or the Expiration Date is other than the last day of a month, the Base Rent for each such month shall be prorated. c. Commencing on the Rent Commencement Date and in each calendar year during the Term, Subtenant shall pay to Sublandlord annual fixed rent (Sublandlord, as Additional Rent, “Subtenant’s Share” of the Recognized Expenses, to the extent Recognized Expenses for such calendar year exceed the Recognized Expenses in the “Fixed Rent”Sublease Base Year” based upon the Prime Landlord’s estimates for same as set forth in more detail in Article 6 of the Sixth Amendment (as amended by Section 5(a) in of the Seventh Amendment); provided, however, for purposes of calculating the amounts set forth on Schedule 4 attached heretodue pursuant to this Section 4.c., (i) “Subtenant’s Share” shall mean 19.29%, which is 29,778/154,392, which share may increase or decrease as the Premises size increases or decreases and (ii) “Sublease Base Year” shall mean calendar year 2017. Fixed Rent If the Recognized Expenses for any calendar year occurring after the Sublease Base Year shall be payable in advance in exceed the monthly installments set forth on Schedule 4, pro-rated on a per diem basis in the case of any partial months Recognized Expenses during the Term. Except as otherwise set forth hereinSublease Base Year, each monthly installment of Fixed Rent then Subtenant shall be payable on or before the first day of each month, without notice or demand and without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunderAdditional Rent, within ten (10) days after receipt of Sublandlord’s invoice therefor, an amount equal to all Subtenant’s Share of the Real Estate Taxes (as defined in Section 5.(B)(1) excess of the ▇▇▇▇▇▇▇▇▇) and Operating Recognized Expenses (for such calendar year over the Sublease Base Year, in the same manner as defined set forth in Section 5.(C)(1) Article 6 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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, 2015Sixth Amendment, as a result of any default by or on behalf of Subtenant, any such Fixed Rent and Direct Expenses previously abated hereunder shall be immediately due and payable from Subtenant to Sublandlordamended. (d) In addition to the Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereof.

Rent. Rent for the month of, and any month after, Closing collected by the Partnership prior to Closing shall be apportioned as of the Closing Date. If any tenant is in arrears in the payment of rent on the Closing Date, rents received from such tenant after the Closing shall be applied in the following order of priority: (a) From and after first, to the Commencement Date, Subtenant shall pay to Sublandlord annual fixed payment of current 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 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 without abatement, set-off or deduction. then due; (b) From and second, to delinquent rent for any period after the Commencement Closing Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the 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 third, to delinquent rent for any period prior to the Closing Date. Buyer shall either cause the Partnership to use reasonable efforts to collect (beyond any applicable notice and cure periodat no cost to Buyer or the Partnership), Fixed Rent or shall assign to Sellers the right to collect, arrearages in rents due from tenants as of the First Closing Date. If rents or any portion thereof received by Sellers or the Partnership after the Closing Date are payable to the other party by reason of this allocation, the appropriate sum, less a proportionate share of any reasonable attorneys' fees, costs and Direct Expenses expenses of collection thereof, shall be abated promptly paid to the other party, which obligation shall survive the Closing. If any tenants are required to pay percentage rents, escalation charges for the period (the “Freereal estate taxes, operating expenses, cost-Rent Period”) beginning on the Commencement Date and continuing through March 31, 2011. In addition, during the Freeof-Rent Period, Sublandlord shall pay all utilities and living adjustments or other operating costs for the Subleased Premises. In the event charges of a termination of this Sublease similar nature ("Additional Rents") and any Additional Rents are collected by the Partnership after the Closing which are attributable in whole or in part to any period prior to December 31the Closing, 2015, as a result of any default by or on behalf of Subtenant, any such Fixed Rent and Direct Expenses previously abated hereunder then the Partnership shall be immediately due and payable from Subtenant to Sublandlord. (d) In addition to the Fixed Rent and Direct Expenses, Subtenant agrees to promptly pay to Sublandlord all Subtenant Surcharges (as hereinafter defined) as additional rent hereunder. As used herein, Sellers 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 “amount of such 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 Rents attributable to the Subleased Premisesperiod prior to the Closing, includingless a proportionate share of any reasonable attorneys' fees, but not limited to: (i) any increases in the Overlandlord’s firecosts and, rent or other insurance premiums resulting from any act or omission expenses of Subtenantcollection thereof, and deliver to Sellers a statement therefor, if and when the tenant paying the same has made all payments of rents and Additional Rent then due to the Partnership pursuant to such tenant's Lease, which obligation shall survive the Closing. Upon written request of Sellers (ii) any additional rent or charges under but only until the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account time of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇first reconciliation), or Buyer shall cause the Partnership to provide Sellers with the consent then current periodic report of the Overlandlord, Subtenant shall pay any Subtenant Surcharge within fifteen (15) business days after Subtenant’s receipt status 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 collection of such disputed amount Additional Rents from the Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereoftenants.

Rent. (a) From a. Subtenant covenants and after agrees to pay Sublandlord, in advance, on or before the Commencement DateDate and on the first day of each subsequent calendar month during the Term base rent (“Base Rent”) in 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 annual fixed rent together with each installation of Base Rent, fifty-one percent (the 51%) (“Fixed RentSubtenant’s Share”) 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 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 without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the Real Estate Taxes ’s Pro Rata Share (as defined in Section 5.(B)(1the Prime Lease) of the ▇▇▇▇▇▇▇▇▇(i) and Operating Expenses (real estate taxes charged by Prime Landlord as defined set forth in Section 5.(C)(1) 5 of the ▇▇▇▇▇▇▇▇▇Prime Lease, (ii) due from Sublandlord to Overlandlord pursuant to Sections 5.(B) common area maintenance and 5.(C) management costs charged by Prime Landlord as set forth in Section 7 of the ▇▇▇▇▇▇▇▇▇Prime Lease, respectively (collectivelyiii) insurance for the Building charged by Prime Landlord as set forth in Section 9 of the Prime Lease, “Direct Expenses”)and (iv) all other amounts payable by Sublandlord under the Prime Lease other than (A) the Base Rent 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 provide Subtenant with evidence be and shall remain responsible under the Prime Lease for all payments owed to Prime Landlord, except for any payments arising out of its payment any act, request, violation, breach, or default of the Direct Expenses Subtenant, which shall be paid to Overlandlord within 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 date Sublandlord makes such payment to OverlandlordPrime Lease. d. Subtenant shall pay as Additional Rent Subtenant’s Share of all utilities consumed in the Premises within fifteen (c15) So long 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 Subtenant is Rent not then in material default 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)period to pay any installment of Rent provided in this Sublease, Fixed Rent and Direct Expenses or if Subtenant shall be abated for in default or breach of any of the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31other terms, 2011. In additioncovenants, during the Free-Rent Period, Sublandlord shall pay all utilities and other operating costs for the Subleased Premises. In the event of a termination or conditions of this Sublease prior 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 December 31any Rent or other sum due and unpaid by Subtenant to Sublandlord hereunder, 2015, to any damage suffered by Sublandlord as a result of such default or breach and to any default reasonable attorneys’ fees incurred by or on behalf Sublandlord in connection therewith. Should any portion of Subtenantthe deposit be applied, any such Fixed Rent and Direct Expenses previously abated hereunder then Subtenant shall be immediately due and payable from Subtenant to Sublandlord. (d) In addition to the Fixed Rent and Direct Expenses, Subtenant agrees to pay forthwith remit 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 a sufficient amount in cash to the Overlandlord under the ▇▇▇▇▇▇▇▇▇ (without additional charge or profit restore said security deposit 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenantits original amount, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, or with the consent of the Overlandlord, Subtenant shall pay any Subtenant Surcharge Subtenant’s failure to do so within fifteen (15five(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 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant default within thirty (30) days thereofof such expiration or earlier termination. Under no circumstances shall the deposit be used as or considered pre-paid rent.

Rent. (a) From 3.1 The rent for the Room will be as stated on page 1 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 Tenancy Details of this Tenancy Agreement. 3.2 No deposit will be payable in advance in taken, but the monthly installments set forth on Schedule 4, pro-rated on a per diem basis in Tenant will be liable for the case cost of any partial months cleaning and/or making good any damage identified by the College during the 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 without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all regular inspection of the Real Estate Taxes (as defined in Section 5.(B)(1) of Room and the ▇▇▇▇▇▇▇▇▇) and Operating Expenses (as defined in Section 5.(C)(1) of Premises, and/or during exit inspection at 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 or on behalf of Subtenant, any such Fixed Rent and Direct Expenses previously abated hereunder shall be immediately due and payable from Subtenant to SublandlordTenancy Agreement. (d) In addition 3.3 The Tenant must pay to the Fixed College (or to whosoever the College shall direct) one instalment of Rent before the Tenancy Start Date. Any person who is not the Tenant and Direct Expenseswho makes payments due from the Tenant does so as an agent of the Tenant. 3.4 Subsequent Rent payments must be made by the Tenant to the College on the dates set out in the Tenancy Details. If the Tenant makes any late payments of Rent (or any other amount due from the Tenant under the terms of this Tenancy Agreement), Subtenant agrees an administration fee of £25 plus VAT will be applied for each late payment. 3.4.1 If the Tenant’s Rent account falls into arrears, the College will be entitled to pay to Sublandlord all Subtenant Surcharges seek payment from the Tenant’s Guarantor (as hereinafter definednamed on page 18 of this Tenancy Agreement) as additional rent hereunder. As used hereinfor all outstanding sums due by the Tenant. 3.4.2 If the Tenant’s Rent is not paid within a period of 14 days from the date on which it is due, the term “Subtenant Surcharges” College shall mean any and all amounts which become due and payable by Sublandlord have the option to terminate this Agreement on giving to the Overlandlord under Tenant 14 days’ written notice of such termination. On the ▇▇▇▇▇▇▇▇▇ (without additional charge or profit expiry of such notice, the Tenant will be bound to Sublandlord) as “Additional Rent” (as such term is defined in remove from the ▇▇▇▇▇▇▇▇▇) which would not have become due and payable but for the acts and/or failures to act of Subtenant Premises. The Tenant’s obligations under this Sublease or which are otherwise attributable Agreement (including the payment of Rent) will persist until such time as the College re-lets the Room to the Subleased Premises, including, but not limited to: (i) any increases in the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇a new tenant, 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 in the event that Subtenant disputes the Subtenant SurchargesCollege is unable to re-let the Room to a new tenant, Sublandlord agrees for the duration of the Tenancy Period. If the outstanding amount of Rent is paid, the notice of termination may, at the College’s sole discretion, be revoked. 3.5 The Rent shall include all reasonable charges for utilities (including electricity and gas). 3.6 In exceptional circumstances the College may grant an extension of the Tenancy Period (e.g. from 37 weeks to cooperate with Subtenant in seeking a reduction of such disputed amount from the Overlandlord40 weeks). The corresponding additional Rent charges, due date for this additional Rent, and if such reduction is obtained, amended Tenancy End Date will be confirmed in writing to the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofTenant.

Rent. (a) 4.1 From and after the Commencement Date, Subtenant Tenant shall pay to Sublandlord annual fixed rent the Base Rent in twelve (the “Fixed Rent”12) in the amounts set forth on Schedule 4 attached hereto. Fixed Rent shall be payable equal monthly installments 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 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 without any offset, abatement, setdefense, claim, counterclaim or deduction whatsoever except as expressly set forth in this Lease. If the Commencement Date is not the first day of a calendar month, then the Base Rent from the Commencement Date until the first day of the following calendar month shall be prorated on a per diem basis at the rate of one-off thirtieth (1/30th) of the monthly installment of the Base Rent payable during the first Lease Year, and Tenant shall pay such prorated installment of the Base Rent on or deductionbefore the Commencement Date. If the Expiration Date of this Lease is not the last day of a calendar month (other than by reason of Tenant’s default), then Base Rent for such month shall be prorated on a per diem basis at the rate of one-thirtieth (1/30th) of the monthly installment of the Base Rent payable during the Lease Year in which the Lease terminates. (ba) From and after the Commencement DateAny item of rent, Subtenant agrees or other fee or charge owed by Tenant to pay to Sublandlord, as additional rent Landlord hereunder, an amount equal to all of the Real Estate Taxes (as defined in Section 5.(B)(1) of the ▇▇▇▇▇▇▇▇▇) other than Base Rent, and Operating Expenses (as defined in Section 5.(C)(1) of the ▇▇▇▇▇▇▇▇▇) due from Sublandlord to Overlandlord any cost, expense, damage or liability incurred by Landlord for which Tenant is liable hereunder, shall be considered “Additional Rent” payable pursuant to Sections 5.(Bthis Lease, without any offset, abatement, defense, claim, counterclaim or deduction whatsoever except as expressly set forth in this Lease and shall, unless a different time period is specifically provided herein, be paid by Tenant within thirty (30) and 5.(C) of the ▇▇▇▇▇▇▇▇▇, respectively (collectively, “Direct Expenses”). Sublandlord shall provide Subtenant with evidence of its payment of the Direct Expenses days after an invoice therefor is given 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 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 Fixed Rent and Direct Expenses, Subtenant agrees to pay to Sublandlord all Subtenant Surcharges (as hereinafter defined) as additional rent hereunderTenant. As used herein, the term “Subtenant SurchargesRent” shall mean any mean, collectively, all Base Rent 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereof.

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) From 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 due and payable in advance equal monthly installments in advance, three (3) Business Days prior to the first day of each month during the Term. If the Commencement Date shall be other than the first day of a month, the monthly installments set forth on Schedule 4, pro-rated 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 the case of any partial months during the Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on or before the first day of each such month, without notice or demand and without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all All of the 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 amounts payable by Subtenant pursuant to Sections 5.(B) this Sublease, including, without limitation, Fixed Rent, additional rent, and 5.(C) of the ▇▇▇▇▇▇▇▇▇all other costs, respectively charges, sums and deposits payable by Subtenant hereunder (collectively, “Direct Expenses”"Rent"). , shall constitute rent under this Sublease and shall be payable to Sublandlord or its designee at such address as Sublandlord shall provide Subtenant with evidence of its payment of the Direct Expenses from time to Overlandlord within five (5) business days of the date Sublandlord makes such payment to Overlandlordtime direct in writing. (c) So long Subtenant shall promptly pay the Rental as Subtenant is not then and when the same shall become due and payable without setoff, offset or deduction of any kind whatsoever and, in material default under this Sublease (beyond any applicable notice and cure period), Fixed Rent and Direct Expenses shall be abated for the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 2011. In addition, during the Free-Rent Periodevent of Subtenant's failure to pay same when due, Sublandlord shall have all of the rights and remedies provided for in the Prime Lease or at law or in equity in the case of nonpayment of rent. Subtenant's obligation to pay all utilities and other operating costs for Rental shall survive the Subleased Premises. In the event of a expiration or sooner termination of this Sublease prior to December 31, 2015, as a result of any default by or on behalf of Subtenant, any such Fixed Rent and Direct Expenses previously abated hereunder shall be immediately due and payable from Subtenant to SublandlordSublease. (d) In addition to If any Rental shall not be paid within ten (10) days after the Fixed Rent and Direct Expenses, Subtenant agrees to pay to Sublandlord all Subtenant Surcharges same is due hereunder such unpaid Rental shall bear interest from the date on which such Rental was originally due until the date when paid at a rate which is three (as hereinafter defined3%) 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 per cent 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, or with the consent excess of the Overlandlord, Subtenant shall pay prime or base reference lending rate from time to time quoted by Citibank N.A. (or 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofsuccessor thereto).

Rent. 4.1. The rent payable by Subtenant for the Sublease Premises shall consist of the Base Rent under Section 4.2, Additional Rent under Section 4.3 and Other Charges under Section 4.4. Base Rent, Additional Rent, Other Charges and any other sums payable by 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 Sublease Commencement Date (asubject to Section 1.7) From and after continuing thereafter on the Commencement Datefirst day of each calendar month during the Sublease Term, 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 advance, and without notice, demand, deduction or offset, the monthly installments set forth on Schedule 4, pro-rated on Base Rent specified in Section 1.7 above in lawful money of the United States of America. If the Sublease Commencement Date is a per diem basis in the case of any partial months during the Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on or before day other than the first day of each a calendar month or the Expiration Date is a day other than the last day of a calendar month, without notice or demand and without abatementthe Base Rent for such month will be prorated, set-off or deductionbased on a thirty (30) day month. Subtenant shall deliver in advance the first full month of Base Rent to Sublandlord together with Subtenant’s executed counterpart of this Sublease. (b) From and after the Commencement Date, Subtenant agrees 4.3. In addition to pay to Sublandlordmonthly Base Rent, as additional rent hereunder(“Additional Rent”) Subtenant shall be responsible for paying to Sublandlord Subtenant’s Share of any Operating Expenses and Taxes (collectively, an amount equal “Direct Expenses”) as such terms are defined in the Master Lease, payable by Sublandlord under the Master Lease during the Sublease Term, to all 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. 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 ▇▇▇▇▇. 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 period of the Real Estate Taxes (as defined in Sublease Term, 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 5.(B)(1) 4.3, and such obligations shall survive, remain to be performed after, any expiration or earlier termination of this Sublease. In the event that Sublandlord audits the books and records, or any of them, of the Master Landlord with respect to any payment of Master Landlord’s Operating Expenses and/or Taxes with respect to the Subleased Premises, subject to Master ▇▇▇▇▇▇▇▇’s prior written consent in each instance, Sublandlord agrees to provide Subtenant with copies of any such books and records, provided that Subtenant in all cases agrees to sign any confidentiality agreement (“NDA”) required by Master ▇) ▇▇▇▇▇▇▇ and Operating Expenses (as defined in Section 5.(C)(1) of the Sublandlord; and provided further, that, subject to Master ▇▇▇▇▇▇▇▇▇) due from ’s prior written consent in each instance, Sublandlord shall, upon the reasonable written request of Subtenant and consistent with any express rights accorded to Overlandlord pursuant to Sections 5.(B) Sublandlord under the Master Lease, at Subtenant’s sole cost and 5.(C) expense, request an audit of the ▇▇▇▇▇▇▇▇▇Master Landlord’s books and records in which Subtenant may participate, 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 so long as Subtenant is not then in material default under this Sublease (beyond first signs any applicable notice NDA required by Master Landlord and cure period), Fixed Rent and Direct Sublandlord. If Sublandlord obtains a refund allocable to Master Landlord’s Operating Expenses shall be abated for the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 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 Fixed 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 Master Landlord’s Taxes relating to the Subleased Premises, including, but not limited to: (i) any increases in the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord Premises after Subtenant makes a payment on account of any other additional service such Master Landlord Operating Expenses and/or Master Landlord’s Taxes (as may be provided under applicable), Sublandlord shall, based upon Sublandlord’s equitable determination, refund Subtenant an amount corresponding to Subtenant’s proportionate share of such refund. 4.4. Throughout the ▇▇▇▇▇▇▇▇▇, or with the consent of the OverlandlordSublease Term, Subtenant also 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofafter written notice from Sublandlord (i) any other fees, charges or sums due under the Master Lease in connection with Subtenant’s use and/or occupancy of the Sublease Premises, (ii) costs related to Utilities (defined in Section 6.1 below), and (iii) any gross receipts and/or rent tax respecting this Sublease and/or imposed on Sublandlord based upon the Rent payable hereunder, and any taxes assessed upon or incurred with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Subtenant of the Sublease Premises or any portion of the Building (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; (b) services or benefits supplied to the Sublease Premises for which Master Landlord reserves any right to impose a fee or charge separate from Direct Expenses; (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 resulting from the gross negligence or willful misconduct 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”), but only to the extent not covered by insurance maintained or required to be maintained by Master Landlord under the Master Lease; and (e) for damages or other sums recoverable under the Master Lease which are the result of any acts, 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 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 three (3) business days after its due date, 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 plus any attorneys' fees incurred by Sublandlord by reason of Subtenant's failure to pay Rent and/or Other Charges when due hereunder. However, Subtenant shall be entitled to notice of nonpayment and a three (3) business day cure period prior to the imposition of such late charge on the first occasion in any twelve (12) consecutive month period in which any installment of Rent is not timely 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 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.

Rent. (a) From and after the Commencement Date, Subtenant Sublessee shall pay to Sublandlord annual fixed Sublessor rent for the Subleased ---- Premises equal to all rent payable by Sublessor under the Prime Lease (excluding rent payable pursuant to Rider No. 2 of the “Fixed Rent”Prime Lease) multiplied by a fraction with the numerator being the number of rentable square feet in the amounts set forth on Schedule 4 attached heretoSubleased Premises and the denominator being the total number of rentable square feet of the Premises under the Prime Lease (excluding space leased pursuant to Rider No. Fixed Rent 2 of the Prime Lease) ("Sublessee's Share"). Sublessee's Share of base rent payable to Sublessor shall be the monthly sum of $____________ 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 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, commencing with the first payment on _____________, 1999 and continuing on the first day of each calendar month thereafter until September 1, 1999, on which date such monthly sum shall be increased to $______________ and such sum shall be payable to Sublessor on the first day of each calendar month thereafter without notice 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 demand and without abatementother payments required to be made by Sublessor under the terms of the Prime Lease. Additionally, set-off or deduction. (b) From and after the Commencement Date, Subtenant Sublessee agrees to pay to Sublandlord, as additional rent hereunder, Sublessor an amount equal to all Sublessee's Share of Sublessor's total expenses for security services incurred with respect to the Premises under the Prime Lease. The initial monthly payment for security services shall be $______________. Such sum shall be payable on the due date of the Real Estate Taxes (as defined in Section 5.(B)(1) first monthly installment of the ▇▇▇▇▇▇▇▇▇) and Operating Expenses (as defined in Section 5.(C)(1) of the ▇▇▇▇▇▇▇▇▇) due from Sublandlord rent payable 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 Sublessor under this Sublease (beyond any applicable notice and cure period), Fixed Rent and Direct Expenses security expenses for fractional months shall be abated for prorated. Upon any change in the period (the “Free-Rent Period”) beginning on the Commencement Date cost of security services, Sublessor shall notify Sublessee of such change and continuing through March 31, 2011. In addition, during the Free-Rent Period, Sublandlord Sublessee 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 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 Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Sublessee's Share of such disputed revised amount from the Overlandlord, date of change in the cost of such services and if such reduction is obtained, Sublessee shall pay to Sublessor the corresponding reduction of the Subtenant Surcharge shall be refunded revised monthly amount for security services. All sums payable by Sublessee to Subtenant within thirty (30) days thereofSublessor pursuant to this Paragraph 3 are hereinafter referred to as "rent."

Rent. (a) From Basic rents and after payments or reimbursements for taxes, utilities and operating expenses and all other charges or reimbursables as and when collected under the Commencement DateLeases including without limitation charges for any special services provided to any Tenant, 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 Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on overtime HVAC or before the first day of each month, without notice or demand and without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the 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 special cleaning (collectively, “Direct Expenses”). Sublandlord the "Rents") shall provide Subtenant with evidence of its be prorated; provided, however, that all Rents collected after the Closing under the Leases shall be applied, on a Lease by Lease basis, first, to satisfy obligations attributable to the payment period in which Closing occurs, second, in 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 all current Rents due and cure period), Fixed Rent and Direct Expenses shall be abated payable for the period (after the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31Closing, 2011. In additionthird, during the Free-Rent Period, Sublandlord shall pay after Rents for all utilities and other operating costs current periods have been satisfied in full in payment of Rents in arrears for the Subleased Premises. In the event of a termination of this Sublease periods prior to December 31the payment period in which the Closing occurs. At Closing, 2015Seller shall assign to Purchaser all of its claims or causes of action against existing Tenants, as a result if any. If at the time of any default by 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 Fixed Rent and Direct Expenses, Subtenant agrees to pay to Sublandlord all Subtenant Surcharges Closing (as hereinafter defined) as additional rent hereunder. As used herein, the term “Subtenant Surcharges” shall mean any and reflected in a Schedule to be delivered by Seller at Closing of all amounts which become known to Seller as due and payable by Sublandlord 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 Overlandlord 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 Closing, 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 ▇▇▇▇▇▇▇▇▇ (without additional charge Lease has been terminated and in connection with which the Tenant has either vacated its premises or profit to Sublandlord) as “Additional Rent” (as such term is defined in the ▇▇▇▇▇▇▇▇▇) which would not summary proceedings 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofbeen instituted.

Rent. On the date that Tenant executes this Lease, Tenant shall deliver to Landlord the original executed Lease, the Advance Rent (a) From 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 which shall be applied against the Rent 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 Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on or before for the first day month(s) Tenant is required to pay Rent), the Security Deposit, and all insurance certificates evidencing the insurance required to be obtained by Tenant under Section 12 and Exhibit B of each month, without notice or demand and without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant this Lease. --------- Tenant agrees to pay to SublandlordLandlord the Base Rent, as additional rent hereunderwithout prior notice or demand, an amount equal to all of the Real Estate Taxes (as defined abatement, offset, deduction or claim, 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 the period (the “Free-Rent Period”) beginning advance at Landlord's Address on the Commencement Date and continuing through March 31, 2011thereafter on the first (1st) day of each month throughout the balance of the Term of the Lease. 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 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 Fixed Rent Base Rent, Tenant shall pay Landlord in advance on the Commencement Date and Direct 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, Subtenant agrees 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 without requiring Tenant to pay to Sublandlord all Subtenant Surcharges rental payments for a period of time (as hereinafter defined) as additional rent hereunder. As used hereinthat is, the term “Subtenant Surcharges” above-referenced pre-Commencement Date occupancy or similar "free rent" period, if any), the waiver of the requirement to pay rental payments shall mean any and all amounts which become due and payable by Sublandlord only apply 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, or with the consent waiver of the OverlandlordBase Rent; provided, Subtenant during the pre- Commencement Date occupancy, Tenant's obligation to pay such Additional Rent shall pay any Subtenant Surcharge within fifteen not exceed the maximum amount of 20/100 Dollars (15$0.20) business days after Subtenant’s receipt per rentable square foot of the Overlandlord’s statements from SublandlordPremises per month. In The Rent for any fractional part of a calendar month at the event that Subtenant disputes the Subtenant Surcharges, Sublandlord agrees to cooperate with Subtenant in seeking a reduction of such disputed amount from the Overlandlord, and if such reduction is obtained, the corresponding reduction commencement or expiration or termination of the Subtenant Surcharge Lease Term shall be refunded to Subtenant within a prorated amount of the Rent for a full calendar month based upon a thirty (30) days thereofday month. The prorated Rent shall be paid on the Commencement Date and the first (1st) day of the calendar month in which the date of expiration or termination occurs.

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) From dollars ($) being rent in respect of each year or part of a year of the Term as set out in Schedule C 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 on the monthly installments set forth on Schedule 4, pro-rated on a per diem basis in the case date of any partial months during the 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 without abatement, set-off or deduction.this Sublease; and (b) From Additional Rent, which shall be payable as and after when required pursuant to the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all terms and conditions of this Sublease. The Sublessor has been advised by its legal counsel that the sublease of the Real Estate Taxes Leased Premises is not subject to Harmonized Sales Tax (as defined in Section 5.(B)(1“HST”) of or the ▇▇▇▇▇▇▇▇▇proposed Goods and Services Tax (“GST”) 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, herein “Direct ExpensesGST/HST”). Sublandlord shall provide Subtenant with evidence of its payment If it is determined that the disposition by the Sublessor to the Sublessee of the Direct Expenses sublease interest in the Leased Premises is subject to Overlandlord within five (5) business days 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 date Sublandlord makes 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 payment rebate, refund or reduction. The Sublessor irrevocably appoints the Sublessee and the Sublessee’s authorized signatories as attorney of the Sublessee to Overlandlord. (c) So long 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 Subtenant is not then in material default under 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 (beyond or at law. The Sublessee will have no right to a refund of, and the Sublessor will not be liable to the Sublessee for refunding, any applicable notice and cure period), Fixed Rent and Direct Expenses shall be abated for the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 2011. In addition, during the Free-Rent Period, Sublandlord shall pay all utilities and other operating costs for the Subleased Premises. In in the event of a the termination of this Sublease prior to December 31, 2015, as a result of any default by or on behalf of Subtenant, any such Fixed Rent and Direct Expenses previously abated hereunder shall be immediately due and payable from Subtenant to SublandlordSublease. (d) In addition to the Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereof.

Rent. The rent payable by Subtenant for the Premises shall consist of base rental ("Base Rent") plus certain additional rental ("Additional Rent"), all as provided below. Base Rent, Additional Rent, and any other charges due hereunder are hereinafter referred to collectively as "Rent." In the event the first day of Subtenant's obligation to pay Base Rent hereunder shall not be the first day of a calendar month or the last day of the Term is not the last day of a calendar month, the Rent shall be appropriately prorated based on a thirty (30) day month. (a) From and Commencing on the date which is forty-five (45) days after the Commencement Date and continuing throughout the Term of this Sublease (the "Rent Commencement Date"), Subtenant shall pay to Sublandlord annual fixed rent (Base Rent for the “Fixed Rent”) Premises in the amount of one hundred thirteen thousand eight hundred thirty-seven dollars ($113,837) per month. (b) Commencing on the Rent Commencement Date (except for utility costs, Subtenant's liability for which shall commence on the Commencement Date), Subtenant shall also pay, in addition to Base Rent, Additional Rent in the amount of tenant's share of direct expenses (as such is described in paragraphs 4 and 5 of the 2770 Master Lease and paragraphs 4 and 5 of the 2820 Master Lease) and any other amounts set forth on Schedule 4 attached hereto. Fixed of whatever nature due to Master Landlords from Sublandlord pursuant to the Master Leases. (c) Base Rent shall be payable to Sublandlord, in advance in the monthly installments set forth on Schedule 4advance, pro-rated on a per diem basis in the case of any partial months during the Term. Except without prior notice, demand, or offset except as otherwise set forth specifically provided herein, each monthly installment of Fixed Rent shall be payable on or before the first day of each month, without notice or demand and without abatement, set-off or deduction. (b) From and after calendar month during the Commencement Date, Subtenant agrees term hereof. Additional Rent shall be payable to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the 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 prior to the date such amounts are due under the Master Leases or upon demand by 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 demand for sooner payment by a Master Landlord). Notwithstanding the foregoing, Subtenant shall not be obligated to pay any amount due under any Master Lease which represents a penalty, late charge or interest on any late payment by Sublandlord of "basic rent" or direct expenses under a Master Lease, unless Subtenant is in default of its obligations to pay Rent under this Sublease prior to December 31, 2015, as a result of any default by or on behalf of Subtenant, any such Fixed Sublease. All Base Rent and Direct Expenses previously abated any additional sums payable to Sublandlord hereunder shall be immediately due and payable from Subtenant to Sublandlord. (d) In addition to the Fixed Rent and Direct Expenses, Subtenant agrees to pay paid to Sublandlord all Subtenant Surcharges (as hereinafter defined) as additional rent hereunder. As used herein, at 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 address specified 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 notice to: (i) any increases in the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereof.

Rent. (a) From 4.1 The rent payable by Subtenant for the Sublease Premises shall consist of the Base Rent under Section 4.2, the Pass Through Costs under Section 4.3 and after 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 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 at Sublandlord’s address set forth in Section 1.12 above, unless otherwise modified in writing by Sublandlord from time to time. Sublandlord shall apply $75,000 of the Prepaid Rent to Subtenant’s obligation to pay Rent in accordance with Section 1.15 of this Sublease. 4.2 Beginning on the Rent Commencement DateDate and continuing thereafter on the first day of each calendar month during the Sublease Term, Subtenant shall pay to Sublandlord annual fixed rent in advance, and without notice, demand, deduction or offset (the “Fixed Rent”) in the amounts set forth on Schedule 4 attached hereto. Fixed Rent shall be payable in advance in except as otherwise expressly provided herein), the monthly installments set forth on Schedule 4, pro-rated on Base Rent. If the Rent Commencement Date is a per diem basis in the case of any partial months during the Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on or before day other than the first day of each a calendar month, without notice or demand and without abatementthe Base Rent for the month in which the Rent Commencement Date occurs will be prorated, set-off or deductionbased on the actual number of days in the month after the Rent Commencement Date. Similarly, Base Rent for the month in which the Expiration Date occurs shall be prorated, base on the actual number of days in the month prior to the Expiration Date. (b) From and after 4.3 Commencing on the Commencement Date, and continuing throughout the Sublease Term, Subtenant agrees to also shall pay to Sublandlord, as additional rent hereunder, an amount equal to Subtenant’s Share of all amounts payable by Sublandlord under Section 4 (“Taxes”), Section 5 (“Operating Expenses”), and Section 6 (“Utilities”) under the Master Lease (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 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 corresponding Pass Through Costs 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. For purposes of calculating Pass Through Costs, Sublandlord shall be entitled to rely conclusively on Master Landlord’s determination of estimated and actual Pass Through Costs and shall be under no obligation to audit or verify the same except as provided in Section 4.3.1 and Section 4.3.2 of this Sublease. 4.3.1 Notwithstanding anything to the contrary contained in this Sublease, Sublandlord, at Subtenant’s reasonable request, shall exercise its rights under the Master Lease, to audit and verify the determination of the Real Estate Taxes Pass Through Costs, provided (i) Subtenant shall not issue more than one such request per calendar year of the Sublease term; (ii) Subtenant’s request shall be made not more than sixty (60) calendar days following delivery to Subtenant of any reconciliation statement; (iii) Subtenant shall not be in default at the time it issues such request to Sublandlord or at the time Sublandlord commences such audit; and (iv) Subtenant shall pay all out of pocket costs to third parties actually incurred by Sublandlord, plus a ten percent (10%) administrative fee. Notwithstanding anything to the contrary contained in this Sublease, to the extent that taxes and/or assessments are increased as a result of Subtenant’s Alterations (as defined in Section 5.(B)(110 below) or Sublandlord’s alterations to the Retained Space, Subtenant or Sublandlord, respectively, shall bear and pay 100% of such increase. 4.3.2 In the ▇▇▇▇▇▇▇▇▇) and Operating Expenses (as defined in Section 5.(C)(1) event Master Landlord’s annual statement of the ▇▇▇▇▇▇▇▇▇) Pass Through Costs due from by Sublandlord to Overlandlord pursuant to Sections 5.(BMaster Landlord under the Master Lease (including any later adjustment as the result of an audit of such costs) for any period after the Commencement Date discloses that Sublandlord has overpaid or underpaid Pass Through Costs for such period (and 5.(C) hence, Subtenant has materially overpaid or underpaid Pass Through Costs under this Sublease), then upon Subtenant’s written request Sublandlord shall contest, at Subtenant’s expense, the determination of any Pass Through Costs, in accordance with Sublandlord’s rights under the ▇▇▇▇▇▇▇▇▇Master Lease, respectively (collectively, “Direct Expenses”)and such overpayment or underpayment shall be reconciled between Sublandlord and Subtenant hereunder in the same manner as between Master Landlord and Sublandlord under the Master Lease. Sublandlord shall provide deliver to Subtenant, as received, copies of all statements and estimates with respect to Pass Through Costs received from Master Landlord. 4.4 Throughout the Sublease Term, Subtenant with evidence of its payment of the Direct Expenses to Overlandlord also shall pay, within five (5) business days of after written notice, any other fees, charges or other sums payable with respect to the date Sublandlord makes such payment 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 Overlandlord. the Sublease Premises; (c) So long as 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 Subtenant’s Furniture and Equipment personal property, equipment and fixtures located in or about the Sublease Premises during the Sublease Term; (e) to pay for any damage to the Building resulting from the act or omission of Subtenant is not then in material or Subtenant’s agents, employees or invitees, subject to the subrogation provisions of Section 8.2 herein; (f) damages recoverable due to a default under the Master Lease which are the result of any default or failure of performance by Subtenant under this Sublease Sublease; and (beyond g) any applicable notice and cure period)other costs or expenses due from Subtenant to Sublandlord under this Sublease. 4.4.1 To the extent Subtenant exclusively uses a service or system such as after- hours HVAC, Fixed Rent and Direct Expenses Subtenant shall be abated for pay the period (entire cost as a part of Other Charges. To the “Freeextent Sublandlord exclusively uses a service or system in the Retained Space such as after-Rent Period”) beginning on the Commencement Date and continuing through March 31, 2011. In addition, during the Free-Rent Periodhours HVAC, Sublandlord shall pay all utilities and other operating costs be responsible for the Subleased Premisesentire cost of such service or system without contribution by Subtenant. If both Sublandlord and Subtenant jointly utilize any service or system of the Building which results in Other Charges under Section 4.4(a) or (b), Subtenant and Sublandlord agree to equitably apportion such Other Charges between Sublandlord and Subtenant based upon Sublandlord’s good faith estimate of a fair allocation, which estimate shall be subject to review by Subtenant in the manner provided in Section 5.4 (b) of the Master Lease. 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 Subtenant fails to pay any Rent on or before the fifth (5th) day after such Rent is due, the unpaid amounts shall bear interest for the benefit of Sublandlord at the lesser of 12% per annum or the maximum rate permitted by law ( “Default Rate”), from the date such Rent is due to the date of payment. In addition to such interest, Tenant shall pay to Landlord a late charge in an amount equal to ten percent (10%) of any installment of Rent due Sublandlord if Rent is not paid by the fifth (5th) day after such Rent is due and more than one default in the payment of Rent has occurred in the preceding twelve (12) months. Subtenant acknowledges that late payment by Subtenant to Sublandlord of Rent will cause Sublandlord to incur costs not contemplated by this Sublease. Sublandlord further acknowledges that it is extremely difficult and impractical to fix the exact amount of such costs sand that the late charge set forth in this Section 4.5 represents a fair and reasonable estimate thereof. Sublandlord’s acceptance of any late charge shall not constitute a waiver of Subtenant’s default with respect to overdue Rent, nor shall such acceptance prevent Sublandlord from exercising any of its other available rights and remedies. Sublandlord’s acceptance of Rent shall not constitute a waiver of late charges or interest accrued with respect to such Rent or other payments or any prior installments thereof, nor of any other defaults by Subtenant, whether monetary or non-monetary in nature, remaining uncured at the time of such acceptance of Rent or other payments. 4.6 In the event of a termination of this any casualty or condemnation affecting the Sublease prior to December 31Premises, 2015, as a result of any default Rent payable by or on behalf of Subtenant, any such Fixed Rent and Direct Expenses previously abated hereunder Subtenant shall be immediately due and payable from Subtenant to Sublandlord. (d) In addition proportionately abated, but only as to the Fixed portion of the Sublease Premises damaged or taken and only to the extent that 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 is abated or reduced with respect 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, or with the consent portion 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofSublease Premises.

Rent. (a) From The rent payable by Subtenant for the Premises shall consist of base rent (“Base Rent”) plus certain additional rental (“Additional Rent”), all as provided below in this Section 3. Base Rent, Additional Rent, and after any other charges due under this Sublease are hereinafter referred to collectively as “Rent.” All Rent shall be paid to Sublandlord by wire transfer pursuant to the Commencement Dateinstructions set forth immediately below, or to such other person or to such other place or by such other method as Sublandlord may from time to time designate in writing. Bank: [Redacted] Address: [Redacted] Routing & Transit #: [Redacted] Credit Account #: [Redacted] Account Name and Address: [Redacted] (b) Subtenant shall pay to Sublandlord annual fixed rent (in advance, commencing on 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 Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable Commencement Date and on or before the first day of each month thereafter occurring during the Sublease Term, without prior notice, demand, deduction or offset, monthly Base Rent in the amounts pursuant to the following schedule: Months Per RSF Base Rent per Annum Base Rent per Month Commencement Date – 60 full calendar months thereafter $66.00 $1,784,640.00 $148,720.00 Expiration of prior period - $71.00 $1,919,840.00 $159,986.67 Expiration Date Notwithstanding anything to the contrary contained herein, the first eleven (11) months of Subtenant’s Base Rent obligation shall be abated (the “Abatement Period”), provided, however, if Subtenant shall be in default of any of its obligations under this Sublease following the expiration of any applicable notice and cure period during the Abatement Period, Subtenant shall not be entitled to any further abatement of Base Rent under this Section 3(b), provided, however, that if Subtenant cures the default, Subtenant shall be entitled again to abatement of Base Rent during the following period, provided that the Abatement Period is still in effect. If the Commencement Date is a day other than the first day of a calendar month, without notice the Base Rent for the month in which the Commencement Date occurs will be prorated (based on the actual number of days in such month) and such prorated Base Rent shall be paid by Subtenant on or demand and without abatement, set-off or deduction. (b) From and after prior to the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the 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 Subtenant shall pay, as Subtenant is not then in material default under this Sublease Additional Rent (beyond any applicable notice and cure periodto Sublandlord or as Sublandlord may direct (including to Landlord)), Fixed Rent in accordance with the terms of Article 3 of the Master Lease but subject to this Section 3(c), the following: (i) Tenant’s Tax Payment and Direct Expenses shall be abated for Tenant’s BID Payment as applicable solely to the period Premises (the “Free-Rent PeriodTenant’s Share”) beginning on the Commencement Date and continuing through March 31, 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 or on behalf applicable to Subtenant, being 4.012%); provided, however, for purposes of Subtenant’s obligation hereunder, any such Fixed Rent and Direct Expenses previously abated hereunder shall be immediately due and payable from Subtenant to Sublandlord. (di) In addition to the Fixed 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 SurchargesBase Tax Factor” 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 Taxes for the acts and/or failures to act of Subtenant under this Sublease or which are otherwise attributable to the Subleased Premisesfiscal year commencing July 1, including2022 and ending June 30, but not limited to: (i) any increases in the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereof.2023; and

Rent. (a) From Collected rent, including, without limitation, fixed rent, prepaid rent, additional rent and after percentage rent, if applicable, shall be apportioned as of the Commencement Closing Date in accordance with the provisions of this Paragraph 6. With respect to any rent arrearages arising under the Existing Leases for the period prior to the Closing Date, Subtenant Buyer shall pay to Sublandlord annual fixed Seller any rent or payment actually collected after Closing which is designated as applicable to the period preceding the Closing Date. All rent under the Existing Leases collected by Buyer after Closing that is not so designated shall be applied first to the current month’s rent, then to unpaid rent accruing prior to the Closing Date and then to unpaid rent accruing on or after the Closing Date. During the nine (9) month period following Closing, Buyer shall use good faith commercially reasonable efforts to recover any rent (or other tenant charge) arrearages in respect of the “Fixed Rent”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. Seller (upon notification to Buyer) in the amounts set forth on Schedule 4 attached hereto. Fixed Rent shall be payable entitled to s▇▇ a tenant, before and/or after Closing, for any delinquent rent (or other tenant charges) due to Seller (and not previously paid to Seller) under an Existing Lease, so long as such suit does not seek a termination of such Existing Lease or eviction of such tenant. In addition, except for the right to commence litigation in advance in the monthly installments set forth all matters relative thereto, whether before or after Closing, Seller expressly assigns to Buyer all rights to collect on Schedule 4behalf of Seller all amounts due or owed by Urban Investment Trust, pro-rated on a per diem basis in the case of any partial months during the 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 Inc. and without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the Real Estate Taxes (as defined in Section 5.(B)(1) of the J▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to that certain Stipulation dated April 22, 2004 entered into by Seller, Urban Investment Trust, Inc. and J▇▇) and Operating Expenses (as defined in Section 5.(C)(1) of the ▇ ▇▇▇▇▇▇▇▇ in connection with the settlement of certain lease claims of Seller against Urban Investment Trust, Inc. and J▇▇) 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 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 Fixed 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 the “Settlement Agreement”). Buyer shall promptly remit all such payments 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofSeller upon receipt.

Rent. (a) From and after Commencing on the Commencement Date and on the first (1st ) day of each month thereafter and continuing until the Initial Expiration Date, Subtenant shall pay to Sublandlord Sublandlord, for the use of Premises, annual fixed rent “Base Rent” at a rate of Two Dollars and Sixty Cents (the “Fixed Rent”$2.60) in the amounts set forth on Schedule 4 attached hereto. Fixed Rent shall be payable in advance in the per square foot of Rentable Area, for a total monthly installments set forth on Schedule 4, pro-rated on a per diem basis in the case amount of any partial months during the 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 Eighteen Thousand Two Hundred Ninety Eight Dollars and without abatement, set-off or deductionEighty Cents ($18,298.80) . (b) From Subtenant shall pay as “Additional Rent” any late fees and after charges, Excess Utility Costs, Special Cleaning Services Charges or other charges owed by Subtenant under this Sublease. The Parties hereby acknowledge and agree that notwithstanding anything herein to the Commencement Datecontrary, in no event shall the Additional Rent payable by Subtenant agrees hereunder be deemed to pay to Sublandlordinclude Tenant’s Proportionate Share of any increases in Insurance Costs, Operating Costs and/or Taxes as additional rent hereunder, an amount equal to all contemplated under Section 6.2 of the Real Estate Taxes (as defined in Section 5.(B)(1) Lease and Sublandlord shall remain solely responsible for all such costs. In the event any of the Lease Provisions that are incorporated into this Sublease contain references to Tenant’s Proportionate Share of Operating Costs and/or Taxes, such language shall be disregarded and deemed inapplicable to Subtenant’s obligations under this Sublease. (c) Base Rent, Additional Rent and all other amounts payable by Subtenant hereunder (collectively, “Rent”), shall be paid by Subtenant in United States legal tender, without any set-off or deduction whatsoever, to Sublandlord at the following address: Accesia, Inc. c/o The ▇▇▇▇▇▇▇▇▇) and Operating Expenses (as defined in Section 5.(C)(1) of the ▇ Organization, ▇▇▇▇▇▇▇▇▇) 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 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 Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, or with to such other party or such other place as Sublandlord may from to time designate in writing to Subtenant. (d) Base Rent for each month during the consent Sublease Term shall be due and payable in advance, on or before the first (1st) day of the Overlandlordeach month, without demand and without any set-off or deduction whatsoever. If Base Rent, Additional Rent, or any other sums payable by Subtenant to Sublandlord hereunder are not paid by Subtenant when such payment is due, Subtenant shall pay Sublandlord interest and late charges on all overdue amounts as provided in Sections 33.8 and 33.9 of the Lease. Notwithstanding the foregoing, Sublandlord will not assess a late charge until Sublandlord has given written notice of such late payment for the first late payment in any twelve (12) month period and after Subtenant Surcharge has not cured such late payment within fifteen three (153) business days after Subtenant’s from receipt of such notice. No other notices will be required during the Overlandlord’s statements from Sublandlordfollowing twelve (12) months for a late charge to be incurred. In Rent for any partial month during the event that Subtenant disputes the Subtenant Surcharges, Sublandlord agrees to cooperate with Subtenant in seeking a reduction of such disputed amount from the Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge Sublease Term shall be refunded to prorated by dividing the number of days in such month that fall within the Sublease Term by the total number of calendar days in such month. Concurrently with the execution of this Sublease, Subtenant within thirty (30) days thereofshall pay Sublandlord Base Rent for the first month of this Sublease.

Rent. 4.1 The consideration payable by Subtenant for the Premises consists of the Base Rent specified in the Basic Sublease Provisions and Tenant’s Share (aas defined in the Master Lease) From of Operating Expenses and after Tax Expenses (both as defined in the Commencement DateMaster Lease) (“Additional Rent,” and collectively with the Base Rent, Subtenant “Rent”). Sublandlord shall pay deliver to Tenant copies of the statements of Additional Rent and reconciliation statements provided 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 Termby Master Landlord. Except as otherwise set forth may be expressly provided herein, each monthly installment Subtenant’s covenant to pay Base Rent and Additional Rent will be independent of Fixed Rent shall be payable every other covenant in this Sublease. 4.2 Beginning on or before March 1, 2022, and continuing thereafter on the first day of each monthmonth during the Term, without notice or demand Subtenant must pay to Sublandlord in advance, and without abatementnotice, set-off demand, deduction or deduction. (b) From and after offset, the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the 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 monthly Base Rent and Direct Expenses shall be abated for the period (the “Free-Rent Period”) beginning Commencing on the Commencement Date and continuing through March 31, 2011. In addition, thereafter on the first day of each month during the Free-Rent PeriodTerm, Subtenant must pay to Sublandlord in advance, and without notice, demand, deduction or offset, 1/12 of the Additional Rent. Sublandlord and Subtenant shall pay all utilities make reconciliation credits or payments, as set forth in Section 7.f. of the Master Lease, and other operating costs for such obligation shall survive the Subleased Premises. In the event of a expiration or earlier termination of this Sublease, except with respect to any reconciliation statement not delivered by Sublandlord to Subtenant within twelve (12) months after the expiration date of this Sublease. Sublandlord shall provide Annual Operating and Tax Expense statement to Subtenant within ten (10) business days follow receipt from Master Landlord. 4.3 All Rent must be paid to Sublandlord at the “Sublandlord’s Address for Payment of Rent” specified in the Basic Sublease prior provisions, or to December 31such other person or such other place as Sublandlord may from time to time designate by giving notice in writing to Subtenant. 4.4 If any Rent is not paid when due, 2015Subtenant must pay a late charge to Sublandlord equal to the greater of (a) 5% of the delinquent amount‐, or (b) all interest and late charges as a result of Sublandlord would sustain under the Master Lease in the event that Sublandlord were delinquent in paying such amount under the Master Lease. Neither demand for, nor receipt of, any late charge called for under this Sublease will (i) operate to waive any default by Subtenant or on behalf provide a substitute for Subtenant’s full and timely performance 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 Fixed Rent and Direct Expenses, Subtenant agrees obligation to pay to Base Rent, or (ii) limit the exercise of any other right or remedy 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 may 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission case of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofdefault.

Rent. (a) From and after Commencing on the Commencement Date and on the first (1st) day of each month thereafter and continuing until the Initial Expiration Date, Subtenant shall pay to Sublandlord Sublandlord, for the use of Premises, annual fixed rent “Base Rent” at a rate of Two Dollars and Sixty Cents (the “Fixed Rent”$2.60) in the amounts set forth on Schedule 4 attached hereto. Fixed Rent shall be payable in advance in the per square foot of Rentable Area, for a total monthly installments set forth on Schedule 4, pro-rated on a per diem basis in the case amount of any partial months during the 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 Eighteen Thousand Two Hundred Ninety Eight Dollars and without abatement, set-off or deductionEighty Cents ($18,298.80). (b) From Subtenant shall pay as “Additional Rent” any late fees and after charges, Excess Utility Costs, Special Cleaning Services Charges or other charges owed by Subtenant under this Sublease. The Parties hereby acknowledge and agree that notwithstanding anything herein to the Commencement Datecontrary, in no event shall the Additional Rent payable by Subtenant agrees hereunder be deemed to pay to Sublandlordinclude Tenant’s Proportionate Share of any increases in Insurance Costs, Operating Costs and/or Taxes as additional rent hereunder, an amount equal to all contemplated under Section 6.2 of the Real Estate Taxes (as defined in Section 5.(B)(1) Lease and Sublandlord shall remain solely responsible for all such costs. In the event any of the Lease Provisions that are incorporated into this Sublease contain references to Tenant’s Proportionate Share of Operating Costs and/or Taxes, such language shall be disregarded and deemed inapplicable to Subtenant’s obligations under this Sublease. (c) Base Rent, Additional Rent and all other amounts payable by Subtenant hereunder (collectively, “Rent”), shall be paid by Subtenant in United States legal tender, without any set-off or deduction whatsoever, to Sublandlord at the following address: Accesia, Inc. c/o The ▇▇▇▇▇▇▇▇▇) and Operating Expenses (as defined in Section 5.(C)(1) of the ▇ Organization, ▇▇▇▇▇▇▇▇▇) 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 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 Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, or with to such other party or such other place as Sublandlord may from to time designate in writing to Subtenant. (d) Base Rent for each month during the consent Sublease Term shall be due and payable in advance, on or before the first (1st) day of the Overlandlordeach month, without demand and without any set-off or deduction whatsoever. If Base Rent, Additional Rent, or any other sums payable by Subtenant to Sublandlord hereunder are not paid by Subtenant when such payment is due, Subtenant shall pay Sublandlord interest and late charges on all overdue amounts as provided in Sections 33.8 and 33.9 of the Lease. Notwithstanding the foregoing, Sublandlord will not assess a late charge until Sublandlord has given written notice of such late payment for the first late payment in any twelve (12) month period and after Subtenant Surcharge has not cured such late payment within fifteen three (153) business days after Subtenant’s from receipt of such notice. No other notices will be required during the Overlandlord’s statements from Sublandlordfollowing twelve (12) months for a late charge to be incurred. In Rent for any partial month during the event that Subtenant disputes the Subtenant Surcharges, Sublandlord agrees to cooperate with Subtenant in seeking a reduction of such disputed amount from the Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge Sublease Term shall be refunded to prorated by dividing the number of days in such month that fall within the Sublease Term by the total number of calendar days in such month. Concurrently with the execution of this Sublease, Subtenant within thirty (30) days thereofshall pay Sublandlord Base Rent for the first month of this Sublease.

Rent. (a) From The Rent (specified in Section 1.1 hereof) and after any additional rent or other charges payable pursuant to this Lease shall be payable by Sublessee to Sublessor at Sublessor's mailing address (or such other place as Sublessor may from time to time designate by notice to Sublessee). (b) Rent (including any payment required pursuant to Section 1.1 of Sublessee's Prorata Share of all estimated monthly installments on account of additional rent payable by Sublessor to Prime Lessor under the Commencement Date, Subtenant shall pay to Sublandlord annual fixed rent (the “Fixed Rent”Prime Lease) 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 Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on or before the first (1st) day of each monthand every calendar month during the term of this Sublease. Sublessor shall promptly deliver to Sublessee (i) a copy of any year end statement of operating expenses that Sublessor receives from Prime Lessor, without notice and (ii) a copy of documentation related to tax bills received by Sublessor from Prime Lessor. Promptly after Sublessor and Prime Lessor have made the appropriate adjustments among themselves on account of such actual operating expenses and real estate taxes, the amounts paid by Sublessee as its Prorata Share of such estimated installments shall be adjusted between Sublessor and Sublessee. The parties' obligations hereunder to make such adjustments shall survive the expiration or demand and without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all termination of the 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 Overlandlordthis Sublease. (c) So long as Subtenant is not then All items of additional rent other than those items in material default the nature of pass-throughs payable by Sublessor to Prime Lessor under this Sublease (beyond any applicable notice and cure period), Fixed Rent and Direct Expenses the Prime Lease shall be abated for the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 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 Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days after receipt by Sublessee of a statement, in reasonable detail, showing the costs incurred by Sublessor and calculating Sublessee's appropriate share thereof; upon request from Sublessee, Sublessor shall furnish Sublessee with copies of invoices, purchase orders or other documentary evidence of such costs. (d) Rent for any partial month shall be paid by Sublessee to Sublessor at such rate on a prorata basis. Other charges payable by Sublessee on a monthly basis, as hereinafter provided, shall likewise be prorated. (e) Sublessee shall be entitled to an equitable share of all rent abatements which Sublessor actually receives under the Prime Lease and which are equitably allocable to the Premises. All Rent and other amounts due under this Sublease shall be paid without demand, offset or deduction.

Rent. (a) From and after Commencing on the Rent Commencement Date, Subtenant shall Tenant hereby agrees to pay to Sublandlord annual fixed rent (the “Fixed Rent”) Base Rent for the lease and use of the Premises, in the amounts amount 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 Basic Lease Information. Each successive twelve (12) month period during the Term. Except as otherwise set forth hereinTerm following the Rent Commencement Date is a “Lease Year,” provided, each monthly installment of Fixed however, that, if the Rent shall be payable on or before Commencement Date is not the first day of each a calendar month, without notice then the first Lease Year shall be extended to end on the last day of the calendar month in which the first anniversary of the Rent Commencement Date occurs. The period between the Commencement Date and the Rent Commencement Date is referred to herein as the “Build-Out Period”. If by reason of any other provision in the Lease, Tenant would otherwise be entitled to receive an abatement of Rent during a period coinciding with the Build-Out Period (e.g., by reason of a fire or demand casualty), then such abatement periods shall run consecutively and without abatement, set-off or deductionnot concurrently so that Tenant would receive the benefit of the full abatement otherwise provided for herein. (b) From and after the Commencement DateTenant shall also pay, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 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 Fixed 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” (i) commencing on the Rent Commencement Date, Tenant’s Share of Operating Cost (as such term is defined in hereinafter defined), (ii) commencing on the ▇▇▇▇▇▇▇▇▇Rent Commencement Date, Tenant’s Share of Taxes (as hereinafter defined), and (iii) which would not have all other sums of money as shall become due and payable but for the acts and/or failures by Tenant to act of Subtenant Landlord under this Sublease or which are otherwise attributable to Lease. Landlord shall have the Subleased Premises, including, but not limited to: (i) any increases same remedies for default in the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account payment of any other additional service Additional Rent as may be provided under are available to Landlord in the ▇▇▇▇▇▇▇▇▇, or with case of default in the consent payment of the Overlandlord, Subtenant Base Rent. The term “Rent” shall mean Base Rent and Additional Rent. Tenant shall pay any Subtenant Surcharge within fifteen (15) business days after Subtenant’s receipt of all Rent and sums provided to be paid to Landlord hereunder at the Overlandlord’s statements from Sublandlord. In times and 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofmanner herein provided.

Rent. On the date that Lessee executes this Lease, Lessee shall deliver to Lessor the original executed Lease, the Base Rent (a) From 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 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 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 in the monthly installments set forth at Lessor's address shown on Schedule 4, pro-rated Page 1 on a per diem basis in the case of any partial months during the Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on or before the first day of each monthmonth throughout the term of the Lease. In addition to the Base Rent set forth on Page 1, without notice or demand Lessee shall pay Lessor in advance and without abatementon the first (1st) day of each month throughout the term of this Lease (including any extensions of such term), set-off or deduction. (b) From 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 after the Commencement DateWater Charge and Utility Expenses, Subtenant agrees to as specified in Paragraphs 6.A., 6.B., 6.C. and 7 of this Lease, respectively. Additionally, Lessee shall pay to Sublandlord, Lessor as additional rent hereunder, an amount equal to all of the 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 ▇▇▇▇▇▇▇▇▇immediately on Lessor's demand therefore, 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 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 Fixed 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 costs and payable expenses incurred by Sublandlord Lessor to enforce 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 provisions of Subtenant under this Sublease or which are otherwise attributable to the Subleased PremisesLease, including, but 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 (i) 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 only apply to waiver of the Base Rent and Lessee shall otherwise perform all other obligations of Lessee hereunder, including, but not limited to paying to Lessor any increases and all amounts considered additional rent, such as Lessee's share of Increases in the Overlandlord’s fireOperating Expenses, rent or other insurance premiums resulting from any act or omission of SubtenantIncreases in Tax Expenses, Increases in Common Area Utility Costs, Trash and Water Charge, Utility Expenses, and (ii) administrative expenses. If, at any additional rent time, Lessee is in default of or charges under otherwise breaches any term, condition or provision of this Lease, any such waiver by Lessor of Lessee's requirement to pay rental payments shall be null and void and Lessee shall immediately pay to Lessor all rental payments waived by Lessor. The Rent for any fractional part of a calendar month at the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, commencement or with the consent termination of the Overlandlord, Subtenant Lease term shall pay any Subtenant Surcharge within fifteen (15) business days after Subtenant’s receipt be a prorated amount of the Overlandlord’s statements from Sublandlord. In the event that Subtenant disputes the Subtenant Surcharges, Sublandlord agrees to cooperate with Subtenant in seeking Rent for a reduction of such disputed amount from the Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within full calendar month based upon a thirty (30) days thereofday 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. Commencing on the Rent Commencement Date (aas defined in Article 5 hereof) From and after continuing thereafter for the Commencement Dateremainder of the Term (as defined in Article 2.b. hereof), Subtenant Fixed Rent (as defined in Article 1.b. hereof) shall be payable on the first day of each and every month in advance and shall be properly apportioned for any period less than a full calendar month and Additional Rent (as defined in Article 1.c. hereof) shall be payable as provided in this Article 1 or as may elsewhere be provided in the Lease. b. Tenant shall pay to Sublandlord annual a fixed rent per month (the “Fixed Rent”) for the Leased Premises to Landlord at the office of Landlord or to such other person or at such other place as Landlord may designate in the amounts writing as set forth on Schedule 4 attached hereto. below: Term Beginning Lease Year Ending Lease Year Monthly Fixed Rent (BEGINNING ON RENT COMMENCEMENT DATE) Initial Term 1 5 $ 13,000.00 6 10 $ 14,000.00 First Extended Lease Term * 11 15 $ 15,000.00 Second Extended Lease Term* 16 20 $ 16,000.00 Third Extended Lease Term * 21 25 $ 17,000.00 Fourth Extended Lease Term * 26 30 $ 18,000.00 * If option exercised c. This is a triple net lease. It is the agreement of Landlord and Tenant that the Fixed Rent payable hereunder shall be payable in advance in fully net to Landlord and that Tenant shall be responsible for the monthly installments set forth on Schedule 4payment of all expenses of every kind and nature related to the occupancy, pro-rated on a per diem basis in operation, maintenance and repair of the case of any partial months Leased Premises during the Term. Except , except any and all expenses incurred in connection with Landlord’s obligations as otherwise set forth provided for herein, each monthly installment of Fixed Rent shall be payable on or before the first day of each month, without notice or demand and without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 excepting those specifically covered by 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 Fixed Rent and Direct Expenses, Subtenant agrees to pay to Sublandlord all Subtenant Surcharges (as hereinafter defined) as additional rent hereunderthird party warranties. As used herein, the term “Subtenant SurchargesAdditional Rent” shall mean any sums due from Tenant under this Lease other than Fixed Rent. “Rent” shall mean collectively Fixed Rent and all amounts which become due Additional Rent. Tenant shall also pay, during the Term, the charges and payable by Sublandlord to expenses for the Overlandlord under Leased Premises as provided in the ▇▇▇▇▇▇▇▇▇ covenant documents as set forth in Exhibit “C” (without additional charge or profit to Sublandlordhereinafter the “Covenants”) as “Additional Rent” (as such term is defined provided 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofArticle 26 hereof.

Rent. (a) From 4.1 The rent payable by Subtenant for the Sublease Premises shall consist of the Base Rent under Section 4.2, the Pass Through Costs under Section 4.3 and after the Commencement DateOther Charges under Section 4.4. Base Rent, Pass Through Costs, Other Charges and any other sums payable by Subtenant shall under this Sublease are collectively referred to as “Rent.” Subtenant’s covenant to pay to Sublandlord annual fixed rent (the “Fixed Rent”) in the amounts set forth on Schedule 4 attached hereto. Fixed Rent shall be payable independent of every other covenant 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 Termthis Sublease. Except as otherwise set forth herein, each monthly installment of Fixed Rent Checks shall be payable on or before the first day sent to a/c #77-20068, Siebel Systems, Inc., Lockbox# 7203, Bank of each monthAmerica, without notice or demand and without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the Real Estate Taxes (as defined in Section 5.(B)(1) of the 7▇▇▇ ▇▇▇▇▇▇▇▇▇) 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 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 Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, or with unless otherwise modified in writing by Sublandlord. 4.2 Subject to Subtenant’s right to the consent Abated Base Rent pursuant to Section 4.7 below, beginning on the Commencement Date and continuing thereafter on the first day of each calendar month during the OverlandlordTerm, Subtenant shall pay any to Sublandlord, in advance, and without notice, demand, deduction or offset, the monthly Base Rent specified in Section 1.7. If the Commencement Date is a day other than the first day of a calendar month, the Base Rent for the month in which the Commencement Date occurs will be prorated, based on a thirty (30) day month. Subtenant Surcharge within fifteen (15) business days after shall pay the fifth full month’s Base Rent on the Execution Date, subject to Subtenant’s receipt 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 OverlandlordTerm, Subtenant also shall pay an amount equal to Subtenant’s statements from 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 base year 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. In the event that Subtenant disputes the Subtenant Surcharges, Sublandlord agrees to cooperate with Subtenant in seeking a reduction ’s reasonable estimate; and upon any reconciliation of such disputed amount from the Overlandlord, estimated and if such reduction is obtainedactual Pass Through Costs, the corresponding reduction 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, 2006, within a reasonable time following written request by Subtenant, Sublandlord shall provide Subtenant with a copy of the Subtenant Surcharge 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 calendar year 2005 and/or any subsequent calendar year of the Term, provided that Subtenant’s right to receive the result of any audits in accordance with this Section shall be refunded subject to any confidentiality requirements and 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 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 thereofsuch 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 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 (4) full calendar months of the 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 then remaining and unapplied portion of the Abated Base Rent against the next installment(s) of Base Rent until such time as Subtenant has been credited with the full amount of such unapplied Abated Base Rent. Only Base Rent shall be abated pursuant to this Section 4.7, as more particularly described herein, and all other Pass Through Costs and Other Charges, if any, shall remain as due and payable pursuant to the terms of this Sublease.

Rent. (a) From and after the Commencement Date, Subtenant shall The Lessee hereby agrees to pay to Sublandlord annual fixed the Owner Lessor basic lease rent payable with respect to the Network Lease Term (the “Fixed Basic Lease Rent”) in for the amounts set forth on Schedule 4 attached hereto. Fixed Rent shall be payable in advance in lease of the monthly installments set forth on Schedule 4, pro-rated on a per diem basis in Undivided Interest and assignment of the case Software Rights as follows: each payment of any partial months during the Term. Except as otherwise set forth herein, each monthly installment of Fixed Basic Lease Rent shall be payable on or before each Rent Payment Date in the first day amount equal to the product of each monththe Owner Lessor’s Cost and the percentage set forth opposite such Rent Payment Date on Schedule 1A hereto, without notice or demand subject to adjustment in accordance with Section 3.4 hereof. In the event this Network Lease shall have been terminated in part pursuant to Section 14A with respect to the Termination Percentage of the Network, Basic Lease Rent payable on any Rent Payment Date thereafter shall be reduced by an amount equal to the product of the Termination Percentage and without abatement, set-off or deductionthe amount otherwise determined pursuant to the preceding sentence. All Basic Lease Rent to be paid pursuant to this Section 3.2(a) shall be payable in the manner set forth in Section 3.5. (b) From Basic Lease Rent shall be allocated to each full or partial calendar year during the Network Lease Term (each, a “Rental Period”) as set forth on Schedule 1B hereto, and after within each Rental Period, Basic Lease Rent shall be allocated on a level daily basis. The Owner Lessor and the Commencement Date, Subtenant agrees Lessee agree that such allocation is intended to constitute an allocation of fixed rent within the meaning of Treasury Regulation §1.467-1 (c)(2)(ii)(A) to each Rental Period. The Basic Lease Rent payable on each Rent Payment Date pursuant to Section 3.2(a) shall be in satisfaction of the Lessee’s obligation to pay the Basic Lease Rent allocated to Sublandlordthe related Rental Period, as additional rent hereunder, an amount equal to all of the 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 Overlandlordset forth on Schedule 1C hereto. (c) So long Basic Lease Rent payable on any Termination Date and the Early Purchase Price, the Purchase Option Price and the Termination Values have been determined on a net basis, by taking into account any Underpayment of Basic Lease Rent or Overpayment of Basic Lease Rent as Subtenant is not then in material default under this Sublease (beyond of the Early Purchase Date, the date of the exercise of the Purchase Option or Termination Date. Accordingly, on any applicable notice and cure period)such date, Fixed the Lessee’s obligation to pay to the Owner Lessor any Underpayment of Basic Lease Rent and Direct Expenses the Owner Lessor’s obligation to pay to the Lessee any Overpayment of Basic Lease Rent shall be abated for satisfied in full by the period (payment by the “Free-Rent Period”) beginning on Lessee to the Commencement Date and continuing through March 31Owner Lessor of the Early Purchase Price, 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 Purchase Option Price or on behalf of Subtenant, any such Fixed Rent and Direct Expenses previously abated hereunder shall be immediately Termination Value due and payable from Subtenant to Sublandlordon such date. (d) In addition to the Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereof.

Rent. 3.1. Tenant shall pay to Landlord the following amounts as rent for the Premises: (a) During the term of this Lease, Tenant shall pay to Landlord, as base monthly rent, the amount of monthly rent specified in the Basic Lease Information (the “Base Rent”). The date on which Tenant’s obligation to pay Base Rent commences is referred to as the “Rent Commencement Date”. OP&F-Lionbridge/Office Lease 2 (b) During each calendar year or part thereof during the term of this Lease subsequent to the base expense calendar year specified in the Basic Lease Information (the “Base Expense Year”), Tenant shall pay to Landlord, as additional monthly rent, Tenant’s Percentage Share (as hereinafter defined) of the total dollar increase, if any, in all Operating Expenses (as hereinafter defined) paid or incurred by Landlord in such calendar year or part thereof over the Operating Expenses paid or incurred by Landlord in the Base Expense Year. (c) During each tax year (July 1 through June 30) or part thereof during the term of this Lease subsequent to the base tax year ending June 30 of the year specified in the Basic Lease Information (the “Base Tax Year”), Tenant shall pay to Landlord, as additional monthly rent, Tenant’s Percentage Share of the total dollar increase, if any, in all Property Taxes (as hereinafter defined) paid or incurred by Landlord in such tax year or part thereof over the Property Taxes paid or incurred by Landlord in the Base Tax Year. (d) From and after execution of this Lease (whether accruing prior to or after commencement of the Commencement Dateterm of this Lease), Subtenant 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 or charges are designated “additional rent”. As used in this Lease, “rent” shall mean and include Base Rent, additional monthly rent and additional rent payable by Tenant in accordance with this Lease. 3.2. The additional monthly rent payable pursuant to Sections 3.1 (b) and 3.1(c) 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 term of this Lease other than during the Base Expense Year and the Base Tax Year, or as soon thereafter as practicable, Landlord shall give Tenant written notice of ▇▇▇▇▇▇▇▇’s estimate of the amounts payable under Sections 3.1(b) and 3.1(c) hereof for the ensuing calendar year. On or before the first day of each month during such ensuing calendar year, Tenant shall pay to Sublandlord annual fixed rent Landlord 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 year’s estimate until the month after such notice is given, and subsequent payments by Tenant shall be based on Landlord’s current estimate. If at any time it appears to Landlord that the amounts payable under Sections 3.1 (b) and 3.1(c) hereof for the “Fixed Rent”current calendar year will vary from Landlord’s estimate, Landlord may, by giving written notice to ▇▇▇▇▇▇, revise Landlord’s estimate for such year, and subsequent payments by Tenant for such year shall be based on such revised estimate. (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) and 3.1(c) 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) and 3.1(c) 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 ten (10) days after delivery of such statement. Tenant or ▇▇▇▇▇▇’s authorized agent or representative shall have the right to inspect the books of Landlord relating to Operating Expenses and Property Taxes, after giving reasonable prior OP&F-Lionbridge/Office Lease 3 written notice to Landlord within ninety (90) days of Landlord’s statement, and during the business hours of Landlord at Landlord’s office in the amounts Building or at such other location as Landlord may designate, for the purpose of verifying the information in such statement. ▇▇▇▇▇▇▇▇’s statement shall be deemed final and binding on Tenant, absent such a request by ▇▇▇▇▇▇. If Tenant shall have availed itself of its right to inspect the books and records, and whether or not Tenant disputes the accuracy of the information set forth on Schedule 4 attached heretoin such books and records, Tenant shall nevertheless pay the amount set forth in Landlord’s statement and continue to pay the amounts required by the provisions of this Article 3, pending resolution of said dispute. Fixed Rent Any default in the payment of such charges by Tenant shall be payable in advance in deemed an Event of Default under this Lease. If and to the monthly installments set forth extent Tenant disputes the accuracy of Landlord’s books and records, such claim shall be based on Schedule 4, pro-rated an inspection conducted by an independent certified public accountancy firm engaged by ▇▇▇▇▇▇ (and not compensated on a per diem basis contingency basis) reasonably acceptable to Landlord. If ▇▇▇▇▇▇’s dispute is resolved in favor of Tenant and it is determined that ▇▇▇▇▇▇▇▇’s statement overstated Operating Expenses and Property Taxes for the case year in question by five percent (5%) or more, Landlord shall reimburse Tenant for the reasonable costs of ▇▇▇▇▇▇’s accountant in performing the inspection provided for in this paragraph. (c) Failure by Landlord to give any partial months during notice or statement to Tenant under Section 3.2(b) shall not waive Landlord’s right to receive, or Tenant’s obligation to pay, the Termamounts payable by Tenant under Section 3.1(b) and 3.1(c) hereof. Except as otherwise set forth hereinIf the term of this Lease ends on a day other than the last day of a calendar year, each monthly installment of Fixed Rent the amounts payable by Tenant under Sections 3.1(b) and 3.1(c) hereof applicable to the calendar year in which such term ends shall be payable prorated according to the ratio which the number of days in such calendar year to and including the end of the term 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. 3.3. Tenant shall pay all Base Rent and additional monthly rent under Section 3.1 hereof to Landlord, in advance, on or before the first day of each and every calendar month during the term of this Lease, except that Base Rent for the first full calendar month of the term of this Lease (the “First Month”) shall be paid upon execution of this Lease. If the Rent Commencement Date occurs on any day other than the first day of a calendar month, without notice or demand Base Rent for the period from the Rent Commencement Date through the end of said calendar month shall be due and without abatement, set-off or deduction. (b) From and after payable on the Rent Commencement Date, Subtenant agrees to pay to Sublandlord, and the Base Rent payable upon execution of this Lease shall be credited against the Base Rent due for the First Month as additional rent hereunder, an amount equal to all of the Real Estate Taxes (as defined in Section 5.(B)(1) first day of the ▇▇▇▇▇▇▇▇▇) and Operating Expenses (as defined First Month. Tenant shall pay all rent to Landlord without notice, demand, deduction or offset, in Section 5.(C)(1) lawful money of the ▇▇▇▇▇▇▇▇▇) due United States of America, at the address of Landlord specified in the Basic Lease Information, or to such other person or at such other place as Landlord may from Sublandlord time to Overlandlord pursuant to Sections 5.(B) and 5.(C) of the ▇▇▇▇▇▇▇▇▇, respectively (collectively, “Direct Expenses”)time designate in writing. 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 the period (the “Free-Rent Period”) beginning on If the Commencement Date as determined in accordance with Section 2.1 hereof is not the first day of the month and continuing through March 31the Expiration Date is not the last day of the month, 2011. In addition, during then the Free-Rent Period, Sublandlord shall pay all utilities and other operating costs rent 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 or on behalf of Subtenant, any such Fixed Rent and Direct Expenses previously abated hereunder fractional month shall be immediately due and payable from Subtenant to Sublandlordappropriately prorated. (d) In addition to the Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereof.

Rent. (a) From and after In using the Commencement DateSublease Premises for the Permitted Use, Subtenant shall pay regularly market and promote the Sublease Premises to Sublandlord annual fixed rent entrepreneurial business start-ups (the “Fixed RentBusiness 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 amounts set forth early stages of development and operation. The use of the Sublease Premises for such Business Start-Ups is the essential purpose of this Sublease, and promotes economic development and 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 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 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 without abatement, set-off or deduction. (b) From and after the Commencement Sublease Effective Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the Real Estate Taxes (as defined in Section 5.(B)(1) of the at its offices located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇) 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 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 Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. Those operations and functions are generally outlined and described at the Subtenant’s Internet website at ▇▇▇.▇▇▇▇▇▇.▇▇ and in Exhibit attached to this Sublease and incorporated herein. In facilitating Business Start-Ups, Subtenant will require those Business Start-Ups that locate within or with use the consent Sublease Premises to pay a fee, the amount of which is based upon the extent of use by the Business Start-Up of the Overlandlordservices to be provided to the Business Start-Up by Subtenant (“Business Start-Up Fee”). As of the Effective Date, the 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, Subtenant shall pay any to Sublandlord an amount equal to ten percent (10%) of all Business Start-Up Fees received and/or collected by or on behalf of Subtenant Surcharge within fifteen (15such amount being referred to herein as “Base Rent”) business days after Subtenant’s receipt in accordance with the following: (i) 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 immediately prior month (or partial month, if applicable). Such payment shall be made on or before the 10th day of each month, with the first payment of Base Rent being due and payable on or before the 10th day of the Overlandlord’s statements from Sublandlordmonth next following the month in which the Commencement Date occurs. 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge Base Rent shall be refunded payable without notice or demand and without set-off, deduction, or abatement. (ii) Simultaneously with the payment of Base Rent, Subtenant shall provide to Subtenant within thirty Sublandlord a written statement that includes: (30A) days thereof.the name of each Business Start-Up,

Rent. (a) From and after 4.1 Tenant shall pay to Landlord the Annual Base Rent, as it may be adjusted pursuant to Section 3.2, commencing on the Commencement Date. The Annual Base Rent shall be paid in Monthly Installments of Base Rent. In addition to the Annual Base Rent, Subtenant Tenant shall pay to Sublandlord annual fixed rent as Additional Rent (the “Fixed Additional Rent”) certain charges designated in this Lease. The Annual and Monthly Base Rent are sometimes generically referred herein as the amounts “Base Rent,” and the Base Rent and Additional Rent collectively the “Rent.” 4.2 Tenant shall pay Landlord the first Monthly Installment of Base Rent simultaneously with the execution and delivery of this Lease by Tenant. All other Rent will be paid to the order of Landlord, in advance, except as expressly set forth in Section 11.3, without any abatement, setoffs or deductions, 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 Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on or before the first day of each and every calendar month (the “Rent Day”) at Landlord’s Office, or at such other place as Landlord may designate in writing. In the event the Commencement Date is other than the first day of a calendar month, without notice or demand and without abatement, set-off or deduction. (b) From and after the Rent for the partial first calendar month of the Term will be prorated on a daily basis based on the number of days in the month. Rent for such partial calendar month shall be paid on the Commencement Date. Any Rent or other sums, Subtenant agrees if any, payable by Tenant to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the 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 Landlord under this Lease which are not paid within five (5) business days after they are due, and any Rent or other sums received and accepted by Landlord more than five (5) days after they are due, will be subject to a late charge of five (5%) percent 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 amount due. Such late charges will be abated for the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 or on behalf of Subtenant, any such Fixed Rent and Direct Expenses previously abated hereunder shall be immediately due and payable from Subtenant to Sublandlordas Additional Rent on or before the next Rent Day. 4.3 Landlord and Tenant acknowledge and agree that the Base Rent due hereunder together with any adjustments thereto made during the Term of this Lease shall be absolutely net of all costs, expenses, taxes (d) In addition real and personal), assessments and charges of every kind and nature whatsoever relating to the Fixed Rent and Direct Expensesownership, 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 occupancy 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, or with the consent use of the Overlandlord, Subtenant shall pay Premises so that the rental together with any Subtenant Surcharge within fifteen (15) business days after Subtenant’s receipt of such adjustments constitute 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 minimum income realized by Landlord from the OverlandlordPremises. Tenant will indemnify and hold harmless Landlord from and against such costs, expenses and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofcharges.

Rent. Tenant shall all times maintain the rental payments due and owing on the Existing Space as described under the terms of the Lease. The FurnitureMax Rental Commencement Date shall be a date which is the earlier of (ai) From the date on which Tenant shall open the FurnitureMax Space for business; or (ii) sixty (60) after the date Landlord delivers the Space to Tenant. Tenant shall pay Fixed Rent for the FurnitureMax Space from and after the FurnitureMax Rental Commencement DateDate as follows: From the FurnitureMax Rental Date through the fifth lease year of the Initial Amendment Term - Forty-Two Thousand Six Hundred Three and Dollars per year based upon Eight and Dollars ($8.75) per square foot of floor area; , 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 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 without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all sixth lease year of the Real Estate Taxes (as defined in Section 5.(B)(1) Initial Amendment Term through the balance of the ▇▇▇▇▇▇▇▇▇Initial Amendment Term - Forty-Five Thousand Thirty Eight and Dollars ($45,038.25) per year based upon Nine and Operating Expenses Dollars (as defined in Section 5.(C)(1$9.25) per square foot of , floor area. For any partial month, 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 Annual Rent and Direct Expenses shall be abated for the period (the “Free-Rent Period”) beginning prorated on the Commencement Date and continuing through March 31, 2011a daily basis. 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 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 Fixed Rent Annual Rent, from and Direct Expensesafter the date of this Amendment, Subtenant agrees to pay to Sublandlord Tenant shall be responsible for Tenant's Proportionate Share of all Subtenant Surcharges (as hereinafter defined) as additional rent hereunder. As used hereintaxes, the term “Subtenant Surcharges” shall mean any assessments, common area costs, utility charges and all amounts which become such charges due and payable by Sublandlord to Landlord in full accordance with the Lease provisions connection therewith. Landlord and Tenant shall also provide for insurance for the Space in accordance with Article Twelve of the Lease. Tenant shall not pay Percentage Rent with respect 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 FurnitweMax Space. Tenant shall pay rent for the acts and/or failures to act Space during renewal terms as follows: (a) Annual rent for the first extended term shall be Fifty-Three Thousand Five Hundred Fifty Nine Dollars per year based on Eleven Dollars ($11 per square foot of Subtenant under this Sublease or which are otherwise attributable floor area; (b) Annual rent for the second and subsequent extended terms shall be determined prior to the Subleased Premises, including, but not limited to: (i) any increases in the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account commencement of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, or such renewal term in accordance with the consent Article Three 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofLease.

Rent. (a) From Sub-Sublandlord shall be responsible for the timely payment of Base Monthly Rent and after Additional Rent under the Commencement Date, 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 annual fixed 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 (the “Fixed Monthly Sub-Sublease Rent”) and in lieu of the Base Monthly Rent set forth in the amounts set forth on Schedule 4 attached hereto. Fixed Rent shall be payable Sublease, in lawful money of the United States of America, without any deduction, offset, prior notice or demand, 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 Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on or before the first business day of each month, without notice or demand and without abatement, setmonth of the Sub-off or deduction. (b) From and after Sublease Term from the Sub-Sublease Rent Commencement Date through the Sublease Expiration Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an the amount equal to all of $[**] (based on a rental rate of $[**] per rentable square foot of the Real Estate Taxes Subleased Premises), plus Sub-Subtenant’s Share (as defined below) of Additional Rent (as defined in Section 5.(B)(1the 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 Operating Expenses (except as defined otherwise provided 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”)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 evidence of its respect to such Additional Rents. Notwithstanding anything to the contrary contained in this Sub-Sublease, Sub-Subtenant’s obligation for payment of the Direct Expenses to Overlandlord within five (5) business days Monthly Sub-Sublease Rent shall be conditionally abated for each of the date Sublandlord makes such payment to Overlandlord. initial [**] (c[**]) So long as Subtenant is not then in material default under this full calendar months of the Sub-Sublease Term by [**] percent (beyond any applicable notice and cure period[**]%) (“Abatement”), Fixed Rent and Direct Expenses shall be abated for the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 2011. In addition, during the Free-Rent Period, Sublandlord shall pay all utilities and other operating costs for the Subleased Premises. In provided that in the event of a the termination of this Sub-Sublease prior due to December 31a breach by Sub-Subtenant under this Sub-Sublease, 2015then, as a result in addition to all other rights and remedies of any default by or on behalf Sub-Sublandlord, the amount of Subtenant, any such Fixed Monthly Sub- Sublease Rent and Direct Expenses previously theretofore so conditionally abated hereunder shall be immediately due and payable from in full to Sub-Sublandlord (“Inducement Recapture”) and Sub-Subtenant shall not be entitled to Sublandlord. (d) In addition any further conditional abatement of Monthly Sub-Sublease Rent hereunder. Such abatement shall apply to Monthly Sub-Sublease Rent only and shall not relieve Sub-Subtenant of any other obligations under this Sub-Sublease including, without limitation, the Fixed Rent and Direct Expenses, Subtenant agrees obligation to pay to Sublandlord all Subtenant Surcharges (as hereinafter defined) as additional rent Additional Rent hereunder. As used herein, the term “Subtenant SurchargesSub-Sublease Rent Commencement Date” 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereof.Sub-

Rent. (a) From 3.1 During the term of this Lease, Tenant covenants and after the Commencement Date, Subtenant shall agrees to pay to Sublandlord annual Landlord a fixed minimum rent (the “Fixed Rent”) in lawful money of the amounts set forth on Schedule 4 attached heretoUnited States, at an annual rate of: (i) One Hundred Eighty-Six Thousand Six Hundred Seventy Dollars and 00/100 ($186,670.00) per annum ($15,555.83 per month) from the Commencement Date through the last day of the month preceding the month in which the second (2nd) anniversary of the Rent Commencement Date occurs; (ii) One Hundred Ninety-Three Thousand Four Hundred Fifty-Eight Dollars and 00/100 ($193,458.00) per annum ($16,121.50 per month) from the first day of the month in which the second (2nd) anniversary of the Rent Commencement Date occurs through the Expiration Date. Fixed Rent shall be payable in advance in the equal monthly installments set forth in advance on Schedule 4, pro-rated on a per diem basis in the case of any partial months during the Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on or before the first day of each monthmonth during the term of this Lease by wire transfer pursuant to the following wiring instructions: ________________________________ or such other wiring instructions as Landlord may designate, without notice any setoff or demand deduction whatsoever, the first installment to be paid on the delivery of this Lease. All Fixed Rent and without abatement, set-off or deductionadditional rent payable under this Lease shall be paid by wire as set forth above. Failure to pay Fixed Rent and/or additional rent by such wire transfer shall be deemed a material default by Tenant under this Lease. 3.2 All rent other than Fixed Rent, and all costs, charges, sums and expenses which Tenant assumes, agrees or is obligated to pay to Landlord pursuant to this Lease shall be deemed “additional rent” or “Additional Rent” which Tenant covenants to pay when due. In the event of nonpayment, Landlord shall have all the rights and remedies with respect thereto as is herein provided for in case of nonpayment of Fixed Rent. All rent shall be payable by Tenant to Landlord without offset, reduction, counterclaim and/or deduction. The Fixed Rent and additional rent are sometimes referred to collectively herein as “rent”. 3.3 If any of the rent payable under the terms of this Lease shall be or become uncollectible, reduced or required to be refunded because of any rent control, federal, state or local law, regulation, proclamation or other legal requirement, Tenant shall enter into such agreement(s) and take such other steps (without additional expense to Tenant) as Landlord may request and as may be legally permissible to permit Landlord to collect the maximum rent which, from time to time, during the continuance of such legal rent restriction may be legally permissible (and not in excess of the amounts then reserved therefor under this Lease). Upon the termination of such legal rent restriction, (a) the Fixed Rent and additional rent shall become and shall thereafter be payable in accordance with the amounts reserved herein for the periods following such termination and (b) From and after the Commencement DateTenant shall promptly pay in full to Landlord, Subtenant agrees to pay to Sublandlord, as additional rent hereunderunless expressly prohibited by law, an amount equal to all of the Real Estate Taxes (as defined in Section 5.(B)(1i) of the ▇▇▇▇▇▇▇▇▇) and Operating Expenses (as defined in Section 5.(C)(1) of the ▇▇▇▇▇▇▇▇▇) due from Sublandlord to Overlandlord rentals which would have been paid pursuant to Sections 5.(Bthis Lease but for such legal rent restriction less (ii) the rent actually paid by Tenant during the period such legal rent restriction was in effect. 3.4 If any installment of Fixed Rent or additional rent is not paid when due, Tenant shall also pay Landlord interest thereon from the due date until paid at two percent (2%) per annum above the then Prime Rate as most recently published in The Wall Street Journal Eastern Edition (or, in the event that The Wall Street Journal fails to publish such rate, such other publication as Landlord shall designate in its sole discretion) (such published rate being herein called the “Prime Rate”; and 5.(Cthe Prime Rate plus two percent (2%) of per annum being herein called the ▇▇▇▇▇▇▇▇▇, respectively (collectively, “Direct ExpensesInterest Rate”). Sublandlord The term “rent” shall provide Subtenant with evidence include all Fixed Rent, additional rent or other charges payable under this Lease, for nonpayment of its which Landlord shall have the same remedies as for a default in the payment of Fixed Rent. Notwithstanding anything in this Lease to the Direct Expenses to Overlandlord within five (5) business days contrary, Landlord may use, apply or retain the whole or any part of the date Sublandlord makes Security Deposit to the extent required for the payment of any amounts owed by Tenant pursuant to the first sentence of this Section 3.4 without being obligated to give Tenant any prior notice that such amounts are due. If Tenant shall be more than ten (10) days late in making any payment due under this Lease more than three (3) times in any twelve (12) month period, Landlord shall in addition to Overlandlordthe remedies provided for in this Section 3.4, be entitled to demand from Tenant, and Tenant agrees promptly to deposit with Landlord, additional cash lease security in the amount of one (1) month’s then current annual Fixed Rent, to be held and applied in accordance with the terms of Article 29 hereof. (c) So 3.5 Anything to the contrary provided for hereinabove notwithstanding, so long as Subtenant is Tenant shall not then be in material default under of any of the terms and provisions of this Sublease (Lease beyond any applicable notice and or cure period)periods, Tenant shall not be obligated to pay the Fixed Rent provided for above in the amount of Fifteen Thousand Five Hundred Fifty-Five Dollars and Direct Expenses shall be abated 83/100 ($15,555.83) per month for the a period of one (the “Free-Rent Period”1) month beginning on the Commencement Date and continuing through March 31, 2011Date. In addition, during The date following the Free-Rent Period, Sublandlord shall pay all utilities and other operating costs for the Subleased Premises. In the event last day of a termination of this Sublease prior to December 31, 2015, as a result of any default by or on behalf of Subtenant, any such Fixed Rent and Direct Expenses previously abated hereunder one month period shall be immediately due and payable from Subtenant referred to Sublandlord. (d) In addition as the “Rent Commencement Date”. Tenant shall, however, continue to the Fixed Rent and Direct Expenses, Subtenant agrees be obligated during such period to pay to Sublandlord the electric charges and 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or payable under Article 4 and Article 7 hereof) and other charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, or Tenant hereunder in accordance with the consent terms of this Lease commencing on 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofCommencement Date.

Rent. (aA) From Throughout the Term of this Sublease, Sublessee shall pay monthly rent ("Rent") to Sublessor, which Rent is comprised of Basic Rent (as hereinafter defined) and after Additional Rent (as hereinafter defined), in the following amounts: (I) Commencing on the later of (A) the thirtieth (30 the) day following the Commencement Date and (B) the date upon which Tenant substantially completes Sublessee's Initial Improvements and receives a certificate of occupancy for the Subleased Premises, but in no event later than April 15, 1999, Sublessee shall pay Sublessor an initial monthly basic rent ("Basic Rent") for the Subleased Premises in the amount of Two and 35/100 Dollars ($2.35) per rentable square foot. During the Term of this Sublease, 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, Subtenant Sublessee shall pay to Sublandlord annual fixed 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 “Fixed 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 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 following: (a) costs occasioned by the gross negligence, 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 amounts 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 paid. To the extent that such items constituting Additional Rent are billed from time to time to Sublessor by Master Lessor, such Additional Rent shall be paid by Sublessee to Sublessor within seven (7) days after Sublessee's receipt from Sublessor of an invoice therefor, and Sublessor shall thereupon promptly remit such Additional Rent to Master Lessor. Notwithstanding the foregoing, Sublessee shall not be required to pay any Additional Rent or perform any obligation that is (i) fairly allocable to any period of time prior to the Commencement Date or to any period after the expiration or sooner termination of this Sublease or (ii) payable as a result of a default by Sublessor of any of its obligations under the Master Lease, which default is not caused by Sublessee. In addition, Sublessee shall not be required to pay for any portion of taxes set forth in Paragraph 13 of the Master Lease levied or assessed on Schedule 4 attached hereto. Fixed (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 advance lawful money of the United States, in the monthly installments set forth on Schedule 4advance, pro-rated on a per diem basis in the case of any partial months during the Term. Except as otherwise set forth hereinwithout prior notice, each monthly installment of Fixed Rent shall be payable abatement, demand, or offset, on or before the first day of each calendar month during the term hereof. If any rental period does not constitute a full calendar month, without then Rent for that month shall be prorated on a daily basis based upon the calendar month. All Rent shall be paid to Sublessor at the address specified for notice to Sublessor in SECTION 22, below, or demand and without abatement, set-off or deductionat such other place as Sublessor may designate by notice to Sublessee. (bC) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 31any damage, 2015casualty, as a result of any default by 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 Fixed 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 condemnation affecting the Subleased Premises, includingRent payable by Sublessee shall be abated hereunder, but not limited to: (i) any increases in only to the Overlandlord’s fire, extent that rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction Master Lease is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofabated.

Rent. (a) From and after the Commencement Date, Subtenant shall pay to Sublandlord annual fixed rent (the “Fixed Rent”) at the annual rate of TWO MILLION NINE HUNDRED SIXTY-EIGHT THOUSAND SIX HUNDRED NINETY-THREE AND NO/100 DOLLARS ($2,968,693.00), in the amounts set forth on Schedule 4 attached hereto. Fixed Rent shall be payable equal monthly installments of TWO HUNDRED FORTY-SEVEN THOUSAND THREE HUNDRED NINETY-ONE AND 08/100 DOLLARS ($247,391.08), 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 Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on or before the first day of each monthand every calendar month during the term of this Sublease (or, without notice or demand and without abatementif such day is not a Business Day, set-off or deduction. (bthen by the close of the first Business Day immediately following such day) From and after commencing on the Sublease Commencement Date, Subtenant agrees to pay to Sublandlordprovided, as additional rent hereunderhowever, an amount equal to all of the 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 so long as Subtenant is not then in material default under of this Sublease (beyond following lapse of any applicable notice and cure period), Subtenant shall be entitled to an abatement of the monthly installments of Fixed Rent and Direct Expenses for the first (1st) four (4) full months following the Sublease Commencement Date. The date upon such monthly installments commence is herein referred to as the “Rent Commencement Date.” Notwithstanding anything herein to the contrary, the full monthly installment of Fixed Rent due under this Sublease for the first full calendar month of the Term for which Fixed Rent is due shall be abated paid upon Subtenant’s execution of this Sublease. If the Sublease Commencement Date shall occur on a date other than the first (1st) day of any calendar month, then Rent payable pursuant to this Sublease for the period (the “Free-Rent Period”) beginning such calendar month shall be prorated on a per diem basis based on the Commencement actual number of days in such month. If the Expiration Date and continuing through March 31, 2011. In addition, during shall occur on a date other than the Free-Rent Period, Sublandlord shall pay all utilities and other operating costs for the Subleased Premises. In the event last day of a termination of calendar month, then Rent payable pursuant to this Sublease prior to December 31, 2015, as a result of any default by or on behalf of Subtenant, any for such Fixed Rent and Direct Expenses previously abated hereunder calendar month shall be immediately due and payable from prorated on a per diem basis based on the actual number of days in such month. Subtenant to Sublandlord. (d) In addition to the Fixed Rent and Direct Expenses, Subtenant agrees covenants to pay to Sublandlord all Fixed Rent and all adjustments of rent, charges, costs, expenses and other amounts payable by Subtenant Surcharges to Sublandlord under this Sublease (as hereinafter defined) as additional rent hereunder. As used hereinthe “Additional Rent” and collectively with Fixed Rent, the term “Subtenant Surcharges” Rent”) when due, and without deduction, abatement, counterclaim or setoff of any amount or for any reason whatsoever. Fixed Rent (but not Additional Rent) shall mean any also be due without notice or demand therefor. All requests for the payment of Additional Rent shall set forth in reasonable detail the basis for and calculation of the amount to be paid, and shall include a copy of all amounts which become due invoices and payable other supporting documentation received by Sublandlord with respect to such amounts. Sublandlord shall have the Overlandlord under same remedies, in addition to any other right and remedies that Sublandlord at law or in equity, for default in payment of Additional Rent as Sublandlord has for default in payment of Fixed Rent. All Rent shall be paid to Sublandlord in lawful money of the United States and at the election of Sublandlord by (a) ACH (including ACH transfers processed through ▇▇▇▇▇▇▇▇▇ (without additional charge or profit to Sublandlord) as “Additional Rent” (as such term is defined in the ▇▇▇▇▇▇.▇▇▇) to an account designated by Sublandlord or (b) check drawn on a bank which would not have become is a member of the American Clearing House at Sublandlord’s address set forth above or to such other person and/or at such other address as Sublandlord may from time to time designate by notice to Subtenant given in accordance with this Sublease. Subtenant shall pay Rent by good and sufficient check (subject to collection). If Sublandlord at any time receives from Subtenant any payment less than the sum of the Rent then due and owing from Subtenant pursuant to this Sublease or Subtenant is otherwise in default under this Sublease beyond the expiration of any applicable notice and/or cure period, Subtenant hereby waives its right, if any, to designate the items to which such payment shall be applied and agrees that Sublandlord in its sole discretion may apply such payment in whole or in part to any of the Rent or any other sums then due and payable but for hereunder. No payment by Subtenant or receipt or acceptance by Sublandlord of any amount less than the acts and/or failures amount stipulated to act be paid hereunder shall be deemed other than on account of Subtenant under the earliest stipulated Fixed Rent or Additional Rent; nor shall any endorsement or statement on any check or letter accompanying any check or payment (or instructions accompanying any wire transfer) be deemed an accord and satisfaction, and Sublandlord may accept any check or payment (or wire transfer) without prejudice to Sublandlord’s right to recover the balance due or to pursue any other remedy available to Sublandlord in this Sublease or which are otherwise attributable at law or in equity. If any of the Rents payable under the terms of this Sublease shall be or become uncollectible, reduced or required to be refunded because of any rent control, federal, state or local law, regulation, proclamation or other Legal Requirement not currently in effect, Subtenant shall enter into such agreement(s) and take such other steps (without additional expense to Subtenant or the Subleased Premisesacceleration of any expense payable by Subtenant to Sublandlord hereunder) as Sublandlord may reasonably request and as may be legally permissible to permit Sublandlord to collect the maximum rent which, includingfrom time to time, but during the continuance of such legal rent restriction may be legally permissible (and not limited to: in excess of the amounts then reserved therefor under this Sublease. Upon the termination of any such legal rent restriction, (a) the Rent shall become and shall thereafter be payable in accordance with the amounts reserved herein for the periods following such termination and (b) Subtenant shall promptly pay in full to Sublandlord unless expressly prohibited by law, an amount equal to (i) any increases in rentals which would have been paid pursuant to this Sublease for the Overlandlord’s fire, period during which such restriction applied but for such legal rent or other insurance premiums resulting from any act or omission of Subtenant, and restriction less (ii) any additional the rent or charges under actually paid by Subtenant during the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 period such legal rent restriction was in seeking a reduction of such disputed amount from the Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofeffect.

Rent. (a) From and after the Commencement Date, Subtenant shall pay to Sublandlord annual fixed Sublandlord, throughout the Sublease Term, a base rent per annum (the “Fixed "Base Rent”") in 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 amounts set forth on Schedule 4 attached hereto. Fixed date that is one day prior to the Expiration Date The Base Rent shall be payable by Subtenant to Sublandlord, in advance advance, in the equal consecutive monthly installments set forth on Schedule 4, pro-rated on a per diem basis in the case of any partial months during the Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be 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 Sublease Term, except that the first month's rent, without notice or demand in the sum of $44,733.33, shall be paid upon the execution of this Sublease and without abatementapplied to the Base Rent due for the month of April, set-off or deduction2000. (b) From and after the Commencement Date, Subtenant agrees to shall also pay to Sublandlord, throughout the Sublease Term as additional rent hereunder("Additional Rent") all additional rent and other charges due under the Lease, an amount equal to all of as if (i) the Real Estate Taxes "Base Tax Year" were the tax fiscal year January 1, 2000 through December 31, 2000, and (ii) "Base Operating Expenses" were the "Operating Expenses" for the calendar year 2000 (as such quoted terms are defined in Section 5.(B)(1) the Lease). Subtenant shall be responsible for both any estimated payments of the ▇▇▇▇▇▇▇▇▇) Additional Rent and Operating Expenses (as defined in Section 5.(C)(1) any reconciliation payments of the ▇▇▇▇▇▇▇▇▇) due from Additional Rent which are payable by Sublandlord to Overlandlord pursuant to Sections 5.(B) and 5.(C) of the ▇▇▇▇▇▇▇▇▇, respectively (collectively, “Direct Expenses”)Lease. Appropriate prorations shall be made with respect to any partial calendar years included in the Sublease Term. Subtenant shall make all Additional Rent payments to 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 Overlandlordupon demand. (c) So long as In addition to the foregoing, 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 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 period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 payment of any default by or tax levied on behalf Sublandlord that is in the nature of Subtenant, any such Fixed Rent and Direct Expenses previously abated hereunder shall be immediately due and payable from Subtenant to Sublandlordan income tax. (d) In addition to the Fixed The Base Rent, Additional 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 sums 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 from Subtenant under subparagraph (c) of this Article "3" are collectively referred to in this Sublease or which are otherwise attributable to the Subleased Premises, including, but not limited to: (i) any increases in the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereof"Rent".

Rent. (a) From 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 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 without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant Lessee agrees to pay to SublandlordLessor, as additional rent hereunderduring the Initial Term of this Lease and the first renewal term, an amount equal to all the sum of the Real Estate Taxes Fourteen Thousand Dollars (as defined in Section 5.(B)(1$14,000.00) of the ▇▇▇▇▇▇▇▇▇) and Operating Expenses per month (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 ExpensesBase Rent”), commencing on the Commencement Date and on the 1st day of each calendar month thereafter. Sublandlord shall provide Subtenant with evidence of its payment of Notwithstanding anything contained in 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 (preceding sentence, unless and until Lessee defaults beyond any applicable notice and cure period)periods, Fixed Rent and Direct Expenses shall be abated for with respect to any covenant or obligation set forth in this Lease or in the period Business Note (the “Free-Rent PeriodNote”) beginning ), executed on even date herewith by and between Lessee and Lessor, Lessee’s obligation to pay rent from the Commencement Date up through and continuing through March including January 31, 2011. In addition2010, during shall a▇▇▇▇ (the Free-Rent “Rental Abatement Period, Sublandlord shall pay all utilities and other operating costs for the Subleased Premises”). In the event that Lessee defaults, with respect to any covenant or obligation set forth in this Lease or in the Note during the Rental Abatement Period, which such default is not cured within fourteen (14) days of a termination Lessor’s written notice to Lessee (the “Notice Period”), then this Lease shall terminate on the last day of this Sublease prior the Notice Period and all Base Rent that would have been due to December 31, 2015, as a result of any default by or on behalf of Subtenant, any such Fixed Rent and Direct Expenses previously abated hereunder Lessor from Lessee during the Rental Abatement Period shall be immediately due and payable from Subtenant to Sublandlord. (d) In addition to the Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Sublandlordpayable. In the event that Subtenant disputes Lessee defaults with respect to any covenant or obligation set forth in the Subtenant SurchargesNote during the Rental Abatement Period and such default is cured during the Notice Period, Sublandlord agrees then this Lease will not terminate, but the rental abatement shall be revoked retroactive to cooperate with Subtenant in seeking a reduction the Commencement Date. Thereafter, Lessee’s Base Rent shall be increased to an amount equal to the total of Lessee’s Base Rent that would have been due during the Rental Abatement Period but for the abatement of such disputed amount from Base Rent, plus the Overlandlordtotal of all Base Rent due throughout the balance of the Initial Term of this Lease divided by the number of months remaining in the Initial Term of this Lease. Said increased Base Rent shall be due and payable on the first day of the first month immediately after the end of the Notice Period, during which Lessee’s default was cured, and, thereafter, on the first day of each month thereafter throughout the balance of the Initial Term. During the first renewal term, however, Lessee’s Base Rent shall be reduced to Fourteen Thousand Dollars ($14,000.00) per month payable on the first day of the first month of the first renewal term and on the same day of each successive month thereafter. In the event that Lessee shall exercise Lessee’s option to renew this Lease for a second renewal term, then Lessee’s monthly rental obligation, throughout the entire second renewal term, shall be equal to ninety-five percent (95%) of the prevailing market rate for commercial premises of like kind construction, design, use, and if such reduction is obtainedlocation (the “Prevailing Market Rate”). For purposes of this Lease, the corresponding reduction Prevailing Market Rate shall be determined, as of the Subtenant Surcharge first day of the second renewal term, by the written mutual agreement of Lessor and Lessee. In the event that Lessee and Lessor have not mutually agreed as to the Prevailing Market Rate by a date that is forty-five (45) days prior to the first day of the second renewal term, then Lessor shall, at Lessor’s expense, obtain an independent written determination of the Prevailing Market Rate from a qualified commercial real estate broker familiar with the Premises and commercial real estate, in general, in Outagamie County, Wisconsin. Lessee shall also, at Lessee’s expense, obtain an independent written determination of the Prevailing Market Rate from a qualified commercial real estate broker familiar with the Premises and commercial real estate, in general, in Outagamie County, Wisconsin. If the two (2) opinions are within ten percent (10%) of each other, determined according to ten percent (10%) of the higher of the two (2) opinions, then the Prevailing Market Rate shall be refunded equal to Subtenant the average of the two (2) opinions. If the two (2) opinions are not within thirty ten percent (3010%) days thereofof each other, determined according to ten percent (10%) of the higher of the two (2) opinions, and Lessor and Lessee are still unable to agree as to the Prevailing Market Rate, then the two (2) commercial real estate brokers shall appoint a third qualified commercial real estate broker familiar with the Premises and commercial real estate, in general, in Outagamie County, Wisconsin, the expense of which shall be divided equally between Lessor and Lessee, and the opinion of the third commercial real estate broker shall be the Prevailing Market Rate. Notwithstanding anything contained in this Section 3 to the contrary, for any month during the second renewal term during which Lessee’s Base Rent is in dispute and subject to the dispute resolution process set forth above, Lessee’s monthly rental obligation shall be Fourteen Thousand Dollars ($14,000.00) subject to adjustment, upward or downward, upon the determination of Lessee’s Base Rent due and owing throughout the second renewal term. Any such adjustment shall be made to the first and, if necessary, second Base Rent payments due immediately after the final second renewal term Base Rent determination.

Rent. (a) From and after the Commencement Date, Subtenant shall 4.1. Master Tenant covenants to pay to Sublandlord annual fixed rent (Landlord, in lawful money of 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 United States of any partial months during the Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on or before the first day of each monthAmerica, without notice or demand and without abatement, any set-off off, deduction or deductionabatement whatsoever (except as otherwise set forth herein), the Rent as follows: 4.1.1. Master Tenant shall pay the annual amount as set forth and identified as “Base Rent” on Exhibit A hereto (“Base Rent”), payable in arrears on the last day of each calendar month during the Term of this Agreement, or, if earlier, no later than such other day as may be required by the holder of a Permitted Mortgage under its applicable Loan Documents. Notwithstanding the foregoing, as an administrative convenience to Landlord, Landlord hereby irrevocably directs Master Tenant to pay such Base Rent directly to the holder of any Permitted Mortgage, or otherwise in accordance with any Permitted Mortgage, on or before the due date thereunder. Landlord will, for purposes of this Section, keep Master Tenant informed of any changes to such obligations; and 4.2. [Intentionally omitted]. (b) From and after 4.3. Any Rent not paid when due shall bear interest from the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of due date at the Real Estate Taxes (as defined Default Rate until paid 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 Overlandlordfull. (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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 20114.4. In addition, during the Free-Rent Period, Sublandlord shall pay all utilities and other operating costs for the Subleased Premises[Intentionally omitted]. 4.5. In the event that the Projected Uncontrollable Costs for any calendar year (or stub period thereof, in the event that a lease year begins after January 1 of a termination calendar year or ends before December 31 of this Sublease prior a calendar year) exceed the actual Uncontrollable Costs for such calendar year or stub period thereof, Master Tenant shall pay to December 31, 2015Landlord, as a result additional Rent hereunder, the amount of such excess, within ninety (90) days following the end of the applicable calendar year (or stub period thereof). If, however, the actual Uncontrollable Costs for any default by calendar year (or on behalf of Subtenantstub period thereof) exceed the Projected Uncontrollable Costs for such calendar year (or stub period thereof) (such amount the “Excess Uncontrollable Costs”), any such Fixed Rent and Direct Expenses previously abated hereunder then Master Tenant shall be immediately due and responsible for payment of such Excess Uncontrollable Costs, but shall be entitled to reimbursement of such Excess Uncontrollable Costs by offsetting such amount against Rent payable from Subtenant to Sublandlord. (d) In addition to the Fixed Rent Trust pursuant to Section 4.1.2 beginning with the first lease month that begins on or after ninety (90) days following the end of such calendar year (or stub period thereof), and Direct Expensesagainst such amounts payable to Landlord in later months, Subtenant agrees to pay to Sublandlord all Subtenant Surcharges if and as needed, until the full amount of the Excess Uncontrollable Costs incurred for such calendar year (as hereinafter definedor stub period thereof) as additional rent hereunder. As used herein, the term “Subtenant Surcharges” shall mean any and all amounts which become due and payable by Sublandlord have been reimbursed to the Overlandlord under Master Tenant. Notwithstanding the ▇▇▇▇foregoing, so long as a Permitted Mortgage is outstanding, Master Tenant shall not ▇▇▇▇▇ any Base Rent or Impositions. 4.6. To the extent that monthly escrows are required by a holder of a Permitted Mortgage, Master Tenant shall deposit monthly with Landlord (without additional charge or profit Landlord’s designee), simultaneously with its payment of Base Rent, one-twelfth (1/12) of the Impositions and premiums for insurance required under Section 8 hereof, which amounts may be adjusted from time to Sublandlord) as “Additional Rent” (as time depending on such term is defined in the ▇▇▇▇▇▇▇▇▇) which would not have become due Impositions 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenanttime to time, and (ii) any additional rent or charges under in amounts sufficient to pay the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofsame when due.

Rent. (a) From and after 7.1 Tenant shall pay to Landlord as Base Rent for the Premises, commencing on the Term Commencement Date, Subtenant the sums set forth in Section 2.3. Base Rent shall pay to Sublandlord annual fixed rent be paid in equal monthly installments as set forth in Section 2.3 each in advance on the first day of each and every calendar month during the Term; provided that Base Rent for the Premises (excluding the Storage Area) shall be abated during the first four (4) months of the Term (the “Fixed RentBase Rent Abatement Period”) in ). In the amounts set forth on Schedule 4 attached hereto. Fixed Rent shall be payable in advance in event the monthly installments set forth on Schedule 4, pro-rated Term Commencement Date occurs on a per diem basis in day other than the case first day of any partial months during the Term. Except as otherwise set forth hereina calendar month, each then monthly installment of Fixed Base Rent shall be payable on or before the first day of each monththe last month of the Base Rent Abatement Period shall be a prorated amount based on the actual number of days in such calendar month following the expiration of the Base Rent Abatement Period. For purposes of clarity, without notice or demand Tenant shall be responsible for Base Rent for the Storage Space and without abatementfor all other Rent due pursuant to the terms of this Lease during the Base Rent Abatement Period, set-off or deductionexcept as otherwise expressly provided in Section 7.2 below. (b) From and after the Commencement Date7.2 In addition to Base Rent, Subtenant agrees to Tenant shall pay to Sublandlord, Landlord as additional rent hereunder, an amount equal to all of the Real Estate Taxes (“Additional Rent”) at times hereinafter specified in this Lease (a) Tenant’s Adjusted Share (as defined in Section 5.(B)(1below) of the ▇▇▇▇▇▇▇▇▇) and Operating Expenses (as defined in Section 5.(C)(1below), (b) of the ▇▇▇▇▇▇▇▇▇) due from Sublandlord to Overlandlord pursuant to Sections 5.(B) Property Management Fee (as defined below), 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 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 under of Tenant or failure on Tenant’s part to comply with the agreements, terms, covenants and conditions of this Sublease (beyond Lease to be performed by Tenant, after notice and the lapse of any applicable notice and cure period)periods. Notwithstanding the foregoing, Fixed Rent and Direct Tenant’s obligation to pay Tenant’s Adjusted Share of Operating Expenses shall be abated for during the period first two (2) months of the Term (the “Free-Rent Operating Expenses Abatement Period”) beginning on the Commencement Date and continuing through March 31, 2011. In addition, during the Free-Rent Period, Sublandlord shall pay all utilities and other operating costs for the Subleased Premises). In the event the Term Commencement Date occurs on a day other than the first day of a termination calendar month, then Tenant’s Adjusted Share of this Sublease prior to December 31, 2015, as Operating Expenses payable on or before the first day of the last month of the Operating Expenses Abatement Period shall be a result prorated amount based on the actual number of any default by or on behalf days in such calendar month following the expiration of Subtenant, any such Fixed the Operating Expenses Abatement Period. 7.3 Base Rent and Direct Expenses previously abated hereunder Additional Rent shall together be denominated “Rent.” Except as otherwise expressly set forth in this Lease, Rent shall be immediately due and payable from Subtenant paid to Sublandlord. (d) In addition Landlord, without abatement, deduction or offset, in lawful money of the United States of America to the Fixed Rent and Direct Expenses, Subtenant agrees address set forth in Section 2.8 or to pay to Sublandlord all Subtenant Surcharges (such other person or at such other place 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 Landlord may from time designate 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Sublandlordwriting. In the event that Subtenant disputes the Subtenant SurchargesTerm commences on a day other than the first day of a calendar month or the Term ends on a day other than the last day of a calendar month, Sublandlord agrees to cooperate with Subtenant in seeking then the Rent for such fraction of a reduction of month shall be prorated for such disputed amount from period on the Overlandlord, and if such reduction is obtained, the corresponding reduction basis of the Subtenant Surcharge number of days in the month and shall be refunded paid at the then-current rate for such fractional month. 7.4 Tenant’s obligation to Subtenant within thirty pay Rent shall not be discharged or otherwise affected by (30a) days thereofany Applicable Laws now or hereafter applicable to the Premises, (b) any other restriction on Tenant’s use, (c) except as expressly provided herein, any casualty or taking or (d) any other occurrence. Tenant’s obligation to pay Rent with respect to any period or obligations arising, existing or pertaining to the period prior to the date of the expiration or earlier termination of the Term or this Lease shall survive any such expiration or earlier termination; provided, however, that nothing in this sentence shall in any way affect Tenant’s obligations with respect to any other period.

Rent. (a) 4.1 From and after the Rent Commencement Date, Subtenant Tenant shall pay to Sublandlord annual fixed rent the Base Rent in twelve (the “Fixed Rent”12) in the amounts set forth on Schedule 4 attached hereto. Fixed Rent shall be payable equal monthly installments 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 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 without any offset, abatement, set-off defense, claim, counterclaim or deduction. (b) From and after the Commencement Datededuction whatsoever. Simultaneously with Tenant’s execution of this Lease, Subtenant agrees to Tenant shall pay to Sublandlord, as additional rent hereunder, an amount equal to all One Hundred Thousand and 00/100 Dollars ($100,000.00), which amount shall be credited toward the monthly installment of Base Rent and Additional Rent payable for the first full calendar month of the Real Estate Taxes Term. If the Rent Commencement Date is not the first day of a calendar month, then the Base Rent from the Rent Commencement Date until the first day of the following calendar month shall be prorated on a per diem basis at the rate of one-thirtieth (as defined in Section 5.(B)(11/30th) of the ▇▇▇▇▇▇▇▇▇) monthly installment of the Base Rent payable during the first Lease Year, and Operating Expenses Tenant shall pay such prorated installment of the Base Rent on or before the Rent Commencement Date. If the Expiration Date of this Lease is not the last day of a calendar month (as defined in Section 5.(C)(1other than by reason of Tenant’s default), then Base Rent for such month shall be prorated on a per diem basis at the rate of one-thirtieth (1/30th) of the ▇▇▇▇▇▇▇▇▇) due from Sublandlord to Overlandlord pursuant to Sections 5.(B) and 5.(C) monthly installment of the ▇▇▇▇▇▇▇▇▇, respectively (collectively, “Direct Expenses”). Sublandlord shall provide Subtenant with evidence of its payment of Base Rent payable during the Direct Expenses to Overlandlord within five (5) business days of Lease Year in which the date Sublandlord makes such payment to OverlandlordLease terminates. (ca) So long as Subtenant Any item of rent, or other fee or charge owed by Tenant to Landlord hereunder, other than Base Rent, and any cost, expense, damage or liability incurred by Landlord for which Tenant is not then in material default under this Sublease (beyond any applicable notice and cure period)liable hereunder, Fixed Rent and Direct Expenses shall be abated for the considered “Additional Rent” payable pursuant to this Lease, without any offset, abatement, defense, claim, counterclaim or deduction whatsoever and shall, unless a different time period is specifically provided herein, be paid by Tenant within ten (the “Free-Rent Period”10) beginning on the Commencement Date and continuing through March 31, 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 days after an invoice therefor is given to December 31, 2015, as a result of any default by 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 Fixed Rent and Direct Expenses, Subtenant agrees to pay to Sublandlord all Subtenant Surcharges (as hereinafter defined) as additional rent hereunderTenant. As used herein, the term “Subtenant SurchargesRent” shall mean any mean, collectively, all Base Rent 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereof.

Rent. (a) From and after Regardless of whether Tenant vacates the Commencement Released Premises prior to the Partial Lease Termination Date, Subtenant all installments of annual base rent with respect to the Released Premises which are due pursuant to Article III of the Lease shall pay to Sublandlord annual fixed rent be paid through March 31, 2003 (the “Fixed Partial Rent Termination Date”). Similarly, Tenant shall make estimated monthly payments in respect of Additional Rent with respect to the Released Premises, as provided in Article IV of the Lease, through the Partial Rent Termination Date. Tenant’s obligation with respect to payment of Additional Rent with respect to the Released Premises pursuant to Article IV of the Lease, as well as Landlord’s obligation to refund any overpayment made with respect to the Released Premises by Tenant in respect of Additional Rent”) , all with respect to the period prior to and including the Partial Rent Termination Date, shall survive the Partial Lease Termination Date and the Partial Rent Termination Date. All of Tenant’s other obligations under the Lease with respect to the Released Premises shall continue in full force and effect through 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 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 without abatement, set-off or deductionPartial Lease Termination Date. (b) From Notwithstanding anything to the contrary in subparagraph (a) above, in the event (i) Landlord is successful in its efforts to relet all or a portion of the Released Premises, (ii) the new tenant takes occupancy of the Released Premises and after (iii) Landlord actually receives the Commencement Datepayment of rent with respect to the Released Premises, Subtenant agrees then the installments of annual base rent that Tenant is to pay with respect to Sublandlordthe Released Premises prior to March 31, as additional 2003 shall be reduced by the actual amount of the rent hereunderactually received by Landlord with respect to the Released Premises. To the extent Landlord receives payment of rent with respect to the Released Premises by a new tenant, then Landlord shall credit against Tenant’s next monthly installment of annual base rent an amount equal to all of the Real Estate Taxes (as defined in Section 5.(B)(1) of amount received from 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 Overlandlordnew tenant. (c) So long as Subtenant is not then Tenant’s obligation to pay annual base rent, additional rent and all other sums and charges due in material default under this Sublease (beyond any applicable notice accordance with the terms and cure period), Fixed Rent provisions of the Lease shall continue in full force and Direct Expenses shall be abated for effect with respect to the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 2011. In addition, during the Free-Rent Period, Sublandlord shall pay all utilities and other operating costs for the Subleased Sixth Floor Premises. In Except as provided in Paragraph 13 below, provided Tenant complies with the event of a termination of this Sublease prior to December 31terms hereof, 2015, as a result of any default by or on behalf of Subtenant, any such Fixed Rent and Direct Expenses previously abated hereunder Tenant shall be immediately due and payable from Subtenant to Sublandlord. (d) In addition have no further obligations with respect to the Fixed Rent and Direct Expenses, Subtenant agrees to pay to Sublandlord all Subtenant Surcharges (as hereinafter defined) as additional rent hereunder. As used herein, Seventh Floor Premises commencing the term “Subtenant Surcharges” shall mean any and all amounts which become due and payable by Sublandlord to day immediately following 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofPartial Lease Termination Date.

Rent. (a) From and after the Commencement Date, Subtenant shall pay to Sublandlord annual fixed rent (the “Fixed Rent”) at the rate of $362,180.00 per annum from the Commencement Date through the Expiration Date, payable in the amounts set forth on Schedule 4 attached hereto. advance in equal monthly installments of $30,181.67. (b) Monthly installments of Fixed Rent shall be payable paid in advance in the equal monthly installments set forth on Schedule 4the first day of each month of the Term. If the Commencement Date shall not be the first day of a month, pro-rated Fixed Rent shall be prorated on a per diem basis. The installment of Fixed Rent for the calendar month in which the Expiration Date occurs shall be prorated on a per diem basis in if the case Expiration Date does not occur on the last day of any partial months during the Term. Except as otherwise set forth herein, each monthly installment of month. (c) Fixed Rent and all other amounts (“Additional Rent;” together with Fixed Rent, collectively “Rent” or “rent”) payable by Subtenant to Sublandlord under the provisions of this Sublease shall be payable on or before the first day of each monthpaid promptly when due, without notice or demand therefor, and without deduction, abatement, set-off counterclaim or deductionsetoff. Fixed Rent and Additional Rent shall be paid to Sublandlord in lawful money of the United States at the office of Sublandlord or such other place (or by wire) as Sublandlord may designate from time to time. No payment by Subtenant or receipt by Sublandlord of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on account of 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 balance due or to pursue any other remedy available to Sublandlord. Any provisions in the Prime Lease incorporated herein by reference (whether capitalized or lower case) referring to “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. (bd) From Notwithstanding anything to the contrary contained herein, so long as (i) Subtenant shall not be in default hereunder and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all (ii) Prime Landlord has waived $30,181.67 of the Real Estate Taxes (as defined in fixed annual rent under the Prime Lease pursuant to Section 5.(B)(14(a) of the ▇▇▇▇▇▇▇▇▇) and Operating Expenses (as defined in Section 5.(C)(1) of First Amendment, 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 payable by Subtenant hereunder (but not any Additional Rent) shall be abated for the period (first month of the “Free-Rent Period”) beginning on Term in the Commencement Date and continuing through March 31, 2011amount of $30,181.67. In addition, during Subtenant acknowledges that if this Sublease shall terminate due to a default by Subtenant hereunder or if this Sublease shall be rejected in the Free-Rent Period, Sublandlord shall pay all utilities and other operating costs for the Subleased Premises. In the event case of a termination of this Sublease prior to December 31bankruptcy, 2015, as a result of any default by or on behalf of Subtenant, any such the foregoing abated Fixed Rent and Direct Expenses previously abated hereunder shall be immediately due and payable from Subtenant to Sublandlordpayable. (d) In addition to the Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereof.

Rent. (a) From Beginning 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, Subtenant shall pay to Sublandlord annual fixed rent one hundred percent (the “Fixed 100%) of all "Escalation Rent”) ," as defined in the amounts 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 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 performed in strict accordance with Section 2.4 of the Lease; and (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: (c) Beginning on Schedule 4 attached heretothe Sublease Commencement Date, Sublessee covenants and agrees to pay Sublessor during, and with respect to, the Sublease Term the following expense items: (i) "Electricity Additional Rent" for the Sublet Premises in accordance with Sections 5.3(B) and 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 aforementioned sections of the Lease, provided that such amounts shall be 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". Fixed Base Rent and Additional Rent are collectively referred to hereinafter as the "Rent". (f) Rent shall be payable paid in advance in the monthly installments set forth advance, on Schedule 4, pro-rated on a per diem basis in the case of any partial months during the Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on or before the first day of each monthand every month throughout the Term of this Sublease, without notice or demand and without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees except as otherwise provided herein. If Sublessee fails to pay any item of Rent on or prior to Sublandlordthe date that such payment is due, then Sublessee shall pay to Sublessor, in addition to such item of Rent, as additional rent hereundera late charge and as Additional Rent, an amount equal to all of interest at the Real Estate Taxes "Applicable Rate" (as defined in Section 5.(B)(1the Lease) on the amount unpaid, computed from the date such payment was due to and including the date of the ▇▇▇▇▇▇▇▇▇) payment; provided that twice during any calendar year, Sublessee shall be entitled to written notice of such late payment and Operating Expenses (as defined in Section 5.(C)(1) a period 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 after receipt of the date Sublandlord makes such notice to cure such late payment before such interest begins 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 2011accrue. In addition, during upon the Free-Rent Periodthird, Sublandlord and each succeeding, late payment under this Sublease, Sublessee shall pay all utilities Sublessor, as Additional Rent, a late charge of three percent (3%) of the outstanding Rent amount which is late. Nothing contained in this Section 2(f) limits Sublessor's rights and other operating costs for remedies, by operation of law or otherwise, after the Subleased Premises. In the event occurrence of a termination of this Sublease prior to December 31, 2015, as a result of any default by or on behalf of Subtenant, any such Fixed Rent and Direct Expenses previously abated hereunder shall be immediately due and payable from Subtenant to SublandlordSublessee Default. (dg) In addition Sublessor shall request from Landlord such documentation relating to the Fixed Additional 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service Lease as may be provided Sublessor is entitled to receive under the ▇▇▇▇▇▇▇▇▇Lease and for which Sublessee pays hereunder, or and Sublessor shall deliver same to Sublessee promptly following receipt. Sublessor will promptly discuss with the consent of the OverlandlordLandlord any reasonable objections which Sublessee has regarding such charges, Subtenant and 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 Surchargesuse all due diligence and all reasonable efforts to resolve same, Sublandlord agrees to cooperate with Subtenant included, if requested by Sublessee in seeking a reduction of such disputed amount from the Overlandlordwriting, 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 reduction is obtainedcharges. Sublessee shall, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant 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 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 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) From Subtenant covenants and after agrees to pay Sublandlord as minimum rent (“Minimum Rent”) for the Subleased Premises without notice or demand, and without set-off, deduction or abatement, the amount of Twenty Four Dollars and Fifty Cents ($24.50) per annum per rentable square foot of the Subleased Premises. Minimum Rent shall be paid in equal monthly installments, in advance, on the Rent Commencement DateDate and thereafter on the first (1st) day of each and every successive month thereafter of the Term of this Sublease. If the Rent Commencement Date does not occur on the first day of a calendar month, 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 Term. Except as otherwise set forth herein, each prorated monthly installment of Fixed on the Rent shall be payable on or before Commencement Date for the period from the Rent Commencement Date to the first day of each the next calendar month, without notice or demand and without abatement, set-off or deduction. (b) From and after Commencing on the first anniversary of the Rent Commencement Date, Subtenant agrees to pay to Sublandlordand on each annual anniversary thereafter of the Term, Minimum Rent shall be increased by four percent (4.0%), as additional rent hereunderset forth on EXHIBIT C attached hereto and made a part hereof. If the Rent Commencement Date does not occur on the first day of a calendar month, an amount equal to all the increase in Minimum Rent shall be effective on the first day of the Real Estate Taxes (as defined in Section 5.(B)(1) first full calendar month after each annual anniversary 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 OverlandlordRent Commencement Date. (c) So long as Subtenant is not then in material default under this Sublease shall commence the payment of Minimum Rent on May 1, 2006 (beyond any applicable notice and cure period“Rent Commencement Date”). Notwithstanding the foregoing, Fixed Subtenant shall tender payment of the first full monthly installment of Minimum Rent and Direct Expenses shall be abated for upon Subtenant’s execution of the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 or on behalf of Subtenant, any such Fixed Rent and Direct Expenses previously abated hereunder shall be immediately due and payable from Subtenant to SublandlordSublease. (d) In addition to Minimum Rent includes all Operating Expenses and Taxes contemplated under the Fixed Rent Prime Lease and Direct Expenses, Sublandlord hereby acknowledges and agrees that Subtenant agrees to pay to Sublandlord all Subtenant Surcharges (as hereinafter defined) as additional rent hereunder. As used shall not be responsible for any other costs not specifically and expressly provided for 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, including but not limited to: (i) any increases in the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent to costs or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service for Building or common area maintenance, utilities or taxes. However, except as may be otherwise expressly provided under the ▇▇▇▇▇▇▇▇▇, or with the consent of the Overlandlordin this Sublease, Subtenant shall pay any other additional costs or expenses incurred under the Prime Lease related to the Sublease Premises or Subtenant’s occupancy thereof (including, without limitation, the cost of all overtime HVAC, energy and other services costs provided to Subtenant Surcharge and/or the Sublease Premises and not included in Operating Expenses or Taxes. Unless such costs and expenses can be paid directly to Prime Landlord, Subtenant shall reimburse Sublandlord for such other amounts within fifteen ten (1510) business days after of receipt of an invoice (attaching the charges of the Prime Landlord) from Sublandlord therefor. For the purposes of this Sublease and all of Subtenant’s receipt of the Overlandlord’s statements obligations hereunder, Minimum Rent and any other sums due to Sublandlord from Sublandlord. In the event that Subtenant disputes the Subtenant Surcharges, Sublandlord agrees under this Sublease shall together constitute “Rent.” (e) All Rent payable pursuant to cooperate with Subtenant in seeking a reduction of such disputed amount from the Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge this Sublease shall be refunded payable to Subtenant within thirty (30) days thereofSublandlord at the address set forth for notices to Sublandlord in Section 17 below or at such other place as Sublandlord may from time to time designate in writing.

Rent. (a) From 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 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 without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay all rents and other charges owed to Sublandlord pursuant to this Sublease to Sublandlord at its notice address as set forth in Paragraph 3(b) hereof, Attention: Accounting Department. Subtenant agrees to pay all sales, rental and/or transaction privilege taxes on the rents and charges (except for Sublandlord's income or similar tax) now or hereafter imposed by any taxing authority upon Sublandlord's receipt of Base Rent from Subtenant pursuant to this Sublease. Any charges due and payable under this Section 7 or as elsewhere provided in this Sublease which are not Base Rent payments shall be considered additional rent. Notwithstanding anything to the contrary contained herein or in the Master Lease, as additional rent hereunder, an amount equal to Sublandlord shall pay all of the Real Estate Taxes (as defined in Section 5.(B)(1) of the ▇▇▇▇▇▇▇▇▇) and Operating Expenses (as defined in the Master Lease) with respect to the Premises for, through and including calendar year 2001. Commencing January 1, 2002, Subtenant shall pay its Percentage Share, as defined in Section 5.(C)(1) 3 (1), of Building Operating Expenses in excess of the ▇▇▇▇▇▇▇▇▇actual Building Operating Expenses for calendar year 2001. If Sublandlord provides Subtenant with written notice of an estimate, calculated using commercially reasonable judgment, of such amount for the upcoming calendar year, Subtenant shall pay 1/12th of such amount each month at the same time Subtenant pays its Base Rent. Within ninety (90) due from Sublandlord to Overlandlord pursuant to Sections 5.(B) and 5.(C) days following the expiration of the ▇▇▇▇▇▇▇▇▇each such calendar year, respectively (collectively, “Direct Expenses”). Sublandlord shall provide Subtenant with evidence a reconciliation of its payment of actual Building Operating Expenses as compared to the Direct estimated Building Operating Expenses to Overlandlord within five (5) business days of and 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 20112001 base year Building Operating Expenses. In addition, during the Free-Rent Periodevent Subtenant made an overpayment, Sublandlord shall pay all utilities and other operating costs for the Subleased Premisespromptly refund Subtenant such amount. In the event of a termination of this Sublease prior to December 31, 2015, as a result of any default by 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 Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, or with the consent of the Overlandlordan underpayment, Subtenant shall pay any Subtenant Surcharge within fifteen such discrepancy by the later of (15i) 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days after reconciliation thereof, or (ii) the next due date for Base Rent. Sublandlord agrees to deliver any and all estimates and statements regarding Operating Expenses received from Master Landlord within two (2) days after Sublandlord's receipt thereof.

Rent. (a) From Subtenant shall pay to Sublandlord during the Sublease Term fixed rent (“Sublease Base Rent”) for the Subleased Premises at the rate of $541,280 per annum ($45,106.67 per month) from the Sublease Commencement Date through and after including the Sublease Expiration Date. (b) The first monthly installment of Sublease Base Rent in the amount of $45,106.67 shall be due and payable by Subtenant upon execution of this Sublease. If the Sublease Commencement Date occurs on the first day of a calendar month, then such payment shall be credited by Sublandlord to the first monthly installment of Sublease Base Rent payable under this Sublease. If the Sublease Commencement Date is not the first day of a calendar month, then on the Commencement Date, Subtenant shall pay to Sublandlord annual fixed rent (Sublease Base Rent for the “Fixed Rent”) period from the Sublease Commencement Date through the last day of the month in which the amounts set forth on Schedule 4 attached hereto. Fixed Rent Sublease Commencement Date occurs, and the payment made by Subtenant upon the execution and of this Sublease shall be payable in advance in credited against the monthly installments set forth on Schedule 4, pro-rated on a per diem basis in the case of any partial months during the Term. Except as otherwise set forth herein, each second monthly installment of Fixed Sublease Base Rent shall be payable on or before the first day of each month, without notice or demand and without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the 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 Overlandlordunder this Sublease. (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 With respect to the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 2011. In additionSubleased Premises, 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 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 Fixed Rent and Direct ExpensesTerm, Subtenant agrees to shall pay to Sublandlord all Subtenant Surcharges as Sublease Additional Rent (as hereinafter defined) as any items specified in the Lease to be additional rent hereunder. As used hereinand any other sums of money, the term “Subtenant Surcharges” shall mean any and all amounts which become due and costs, charges, adjustments, increases, rent or additional rent payable by Sublandlord to the Overlandlord Landlord 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 Lease attributable to the Subleased PremisesPremises or the use and occupancy thereof by Subtenant, includingprovided, but not limited to: that, for the purposes of calculating the amount of Sublease Additional Rent payable by Subtenant to Sublandlord in respect of Taxes and Operating Expenses, (i1) any increases “Tenant’s Proportionate Share” shall be deemed to be 2.37493% (subject to adjustment in the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account event of any other additional service as may be provided under reduction in the ▇▇▇▇▇▇▇▇▇, or with the consent size of the Overlandlord, Subtenant shall pay any Subtenant Surcharge within fifteen Building or the Subleased Premises as a result of a casualty or condemnation); (152) 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereof.“

Rent. All rights of Property Owners with respect to any amounts held by Property Owners under the Leases (including, without limitation, security deposits and prepaid rent, together with interest thereon) shall be assigned or otherwise transferred to BPLP under the Conveyancing Documents, and Property Owners shall not have any rights to or in future rental income realized with respect to the Properties, under the Leases or otherwise. Promptly following the Closing Date, the applicable Existing Partners shall request any tenants who have posted letters of credit as security deposits to have such security deposits amended or re-issued, if necessary, so that they run to the benefit of BPLP, if applicable, as landlord under the Leases. If any prorations under this Section cannot be calculated finally on the Closing Date, then they shall be estimated at the Closing and calculated finally as soon after the Closing Date as feasible. This Section 5.2 shall survive the Closing. (a) From Monthly rent 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 Additional 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 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 without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the Real Estate Taxes (as defined below) payable by tenants shall be adjusted as of 11:59 p.m. on the day immediately preceding the Closing Date, and any such rent and tenant charges paid for the month in which the Closing occurs) and other credits for the account of tenants shall be paid by or credited to BPLP by adjustment to the Contribution Price. Estimated adjustments will be made on the applicable Closing Date on a reasonable basis for estimated operating expenses paid by tenants as additional rent. Notwithstanding anything to the contrary contained in Section 5.(B)(1) 5.1 above or in this Section 5.2, it is the intent of the ▇▇▇▇▇▇▇▇▇) ▇ Parties and Operating Expenses (BPLP that prorations of all operating expenses and Additional Rent shall be allocated as defined in Section 5.(C)(1) of between the ▇▇▇▇▇▇▇▇▇) due from Sublandlord to Overlandlord pursuant to Sections 5.(B) ▇ Parties and 5.(C) BPLP on the basis of full year 1998 amounts as follows: all operating expenses and Additional Rent received by the ▇▇▇▇▇▇▇▇▇▇ Parties and/or BPLP which relate to the calendar year 1998 (or calendar year 1999, respectively (collectively, “Direct Expenses”). Sublandlord shall provide Subtenant with evidence of its payment of if the Direct Expenses to Overlandlord within five (5closing occurs in such year) 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 remitted or credited to BPLP either at the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31Closing or, 2011. In additionif later, during the Free-Rent Periodwhen received, 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 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 Fixed 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 operating expenses incurred by Sublandlord to the Overlandlord under the ▇▇▇▇▇▇▇▇▇ Parties with respect to calendar year 1998 (without additional charge or profit calendar year 1999, if the closing occurs in such year) shall be reimbursed or credited to Sublandlord) as “Additional Rent” (as such term is defined in the ▇▇▇▇▇▇▇▇▇) which would not have become due and payable but for ▇ Parties at Closing, by agreement of the acts and/or failures to act parties hereto. It is the intention of Subtenant under this Sublease or which are otherwise attributable to the Subleased Premises, including, but not limited to: (i) any increases in the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under parties hereto that neither the ▇▇▇▇▇▇▇▇▇ payable Parties nor BPLP will benefit from the pro-rating of operating expenses inequitably during calendar year 1998. (b) (i) Any of the following charges and/or rents provided for by Sublandlord on account any Lease (but without duplication), if any exist: (A) the payment of additional rent based upon a percentage of the tenant's business during a specified annual or other period (sometimes referred to as "percentage rent"), (B) common area maintenance or "CAM" charges, (C) "escalation rent" or additional rent based upon real estate taxes, insurance, operating expenses, labor costs, cost of living, or other index including the consumer price index or otherwise, or (D) any other items of additional service as may be provided under the ▇▇▇▇▇▇▇▇▇rent, or with the consent of the Overlandlordhowever determined, 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 Surchargese.g., Sublandlord agrees to cooperate with Subtenant in seeking a reduction of such disputed amount from the Overlandlordcharges for electricity, water, utilities, cleaning, overtime services, sundries and/or miscellaneous charges and if such reduction is obtainedbuilding expenses, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty adjusted and prorated on an if, as and when collected basis (30) days thereofsuch percentage rent, CAM charges, escalation rent and other additional rent being collectively called "ADDITIONAL RENT").

Rent. (a) From and after the Commencement Date, Subtenant Sublessee shall pay to Sublandlord annual fixed Sublessor monthly base rent (the “Fixed "Base Rent”") in accordance with the amounts set forth on Schedule 4 base rent schedule attached heretohereto and made a part hereof as Exhibit C (BASE RENT SCHEDULE), plus any applicable sales or other tax (other than an income tax) which may now or hereafter come into effect. Fixed The Base Rent shall be payable paid 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 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, commencing on ________________________________ (hereafter known as the “Rent Commencement Date”), without notice or demand and without abatement, set-off deduction or deduction. offset, and will be sent to _________________________________. The first month's Base Rent installment (b) From and after any other sum due hereunder as of the Sublease Commencement Date) shall be paid upon the execution of this Sublease. In the event that the Term of this Sublease begins or ends on any day other than the first day of a calendar month, Subtenant agrees then the rental payments for such periods shall be prorated on a per diem basis. Any installment of Base Rent or Additional Rent which is not paid when due under the terms of this Sublease shall be subject to, at Sublessor's sole option, a late charge of five percent (5%), to pay to Sublandlordbe charged as Additional Rent. Furthermore, as additional rent hereunder, an amount equal to all of in the 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 event any payment of the Direct Expenses Base Rent or Additional Rent due to Overlandlord Sublessor is not received within five (5) business days of following written notice from Sublessor to Sublessee that such payment was not received, such amount due shall, in addition, bear interest from the date Sublandlord makes such payment due until paid at a rate per annum equal to Overlandlord. the prime rate published from time to time in the Wall Street Journal plus two percent (c) So long as Subtenant is not then in material default under this Sublease (beyond 2%). When any applicable notice and cure period), Fixed Rent and Direct Expenses shall be abated for the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 provision of this Sublease prior to December 31, 2015, as a result requires the payment of any default by or on behalf sums of Subtenantmoney other than Base Rent, any such Fixed Rent and Direct Expenses previously abated hereunder sums of money shall be immediately deemed Additional Rent (“Additional Rent”), and shall be due and payable from Subtenant to Sublandlord. (d) In addition to the Fixed Rent and Direct Expensesas provided for in this Sublease, 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 ▇▇▇▇▇▇▇▇▇absence of a date, within (10) 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, or with the consent of the Overlandlord, Subtenant shall pay any Subtenant Surcharge within fifteen (15) business days after Subtenant’s following receipt of the Overlandlord’s statements an invoice 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofSublessor.

Rent. (a) From and after 5.01 On the Rent Commencement DateDate as defined in Article 1 hereof, Subtenant Tenant 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 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, Landlord without notice or demand and without abatement, deduction or set-off off, in lawful money of the United States of America, at the office of the Landlord as set forth in Article 1 hereof, or deductionat such other place as Landlord may designate, the Fixed Rent reserved under this Lease for each year of the Term, 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). (b) From and after 5.02 On the Rent Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 2011. In addition, during the Free-Rent Period, Sublandlord Tenant 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 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 Fixed Rent and Direct Expenses, Subtenant agrees to pay to Sublandlord all Subtenant Surcharges (as hereinafter defined) as additional rent hereunder. As used herein, herein reserved promptly as and when the term “Subtenant Surcharges” same shall mean any and all amounts which become due and payable by Sublandlord under this Lease and shall be liable to the Overlandlord under Landlord for an administrative charge of 4% for rent paid subsequent to the ▇▇▇▇▇▇▇▇▇ (without 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 charge or profit rent shall be prorated for the period from the Rent Commencement Date to Sublandlord) as “Additional Rent” (as such term is defined in the ▇▇▇▇▇▇▇▇▇) which would not have become last day of the said calendar month and shall be due and payable but for on the acts and/or failures to act Rent Commencement Date. Notwithstanding the provisions of Subtenant under this Sublease or which are otherwise attributable to the Subleased Premisesnext preceding sentence, including, but not limited to: (i) any increases in the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord Tenant shall pay on account toward the first full calendar month installment(s) of Fixed Rent, on the execution of this Lease, the Rent Prepayment specified in Article 1 hereof. 5.03 Whenever used in this Lease, 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 mean Fixed Rent; and whenever used in this Lease, the term (insofar as it pertains to this Lease) “rent”, “rental”, “Rent” or the plural of any other of them, shall mean Fixed Rent and additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofrent.

Rent. (a) From and after During the Commencement DateInitial Term, Subtenant shall Lessee will pay to Sublandlord annual Lessor on the last Business Day of each Quarter the fixed rent (the “Fixed Rent”) in the amounts payment set forth on Schedule 4 attached hereto. 1 for such Quarter (the “Initial Term Fixed Rent Payments”). The Initial Term Fixed Rent Payments shall be payable in advance in through the monthly installments set forth on Schedule 4end of the Initial Term notwithstanding any termination of this Lease (and the obligation to make all such Initial Term Fixed Rent Payments will be treated as having been incurred at the inception of the Initial Term), except for a termination pursuant to Section 3.1(e). In the event that this Lease is terminated pursuant to Section 3.1(e) prior to the end of the Initial Term, no further Initial Term Fixed Rent Payments shall be due, though the Lessee will pay to the Lessor a pro-rated on a per diem basis in amount of the case of any partial months during the Term. Except as otherwise set forth herein, each monthly installment of Initial Term Fixed Rent shall be payable on or before Payment due with respect to the first day of each month, without notice or demand and without abatement, set-off or deductionQuarter in which this Lease is terminated. (b) From and after the Commencement DateDuring each Renewal Term, Subtenant agrees to Lessee will pay to Sublandlord, as additional rent hereunder, an amount equal to all Lessor on the last Business Day of each Quarter the Real Estate Taxes fixed payment set forth on Schedule 1 for such Quarter (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 ExpensesRenewal Term Fixed Rent Payments”). Sublandlord The Renewal Term Fixed Rent Payments shall provide Subtenant with evidence of its payment be payable through the end 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 applicable Renewal Term notwithstanding any applicable notice and cure period), Fixed Rent and Direct Expenses shall be abated for the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 Lease (and the obligation to December 31, 2015, as a result of any default by or on behalf of Subtenant, any make all such Renewal Term Fixed Rent and Direct Expenses previously abated hereunder shall Payments will be immediately due and payable from Subtenant to Sublandlord. (d) In addition to treated as having been incurred at the Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, or with the consent inception of the OverlandlordRenewal Term), Subtenant shall pay any Subtenant Surcharge within fifteen (15) business days after Subtenant’s receipt of the Overlandlord’s statements from Sublandlordexcept for a termination pursuant to Section 3.1(e). In the event that Subtenant disputes this Lease is terminated pursuant to Section 3.1(e) prior to the Subtenant Surchargesend of the applicable Renewal Term, Sublandlord agrees no further Renewal Term Fixed Rent Payments shall be due, though the Lessee will pay to cooperate the Lessor a pro-rated amount of the Renewal Term Fixed Rent Payment due with Subtenant respect to the Quarter in seeking a reduction which this Lease is terminated. During the Term and subject to receipt of satisfactory redeterminations of qualified emissions reductions in accordance with the Refined Coal Guidance in effect at the time of such disputed amount from the Overlandlordredetermination (it being understood that redeterminations are currently required to be performed on a semi-annual basis and thus may not be required for each Quarter), and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded Lessee will pay to Subtenant within thirty (30) days thereof.Lessor

Rent. (a) From 4.01 Commencing on the Office Space Commencement Date with respect to the Office Space and after the Lab Space Commencement DateDate with respect to the Lab Space, Subtenant Tenant shall pay to Sublandlord annual fixed rent (the “Fixed Rent”) in the amounts Landlord, without any setoff or deduction, unless expressly set forth on Schedule 4 attached heretoin this Lease, all Office Base Rent and Additional Rent due with respect to the Office Space and all Lab Base Rent and Additional Rent due with respect to the Lab Space for the Term (collectively referred to as "RENT"). Fixed "ADDITIONAL RENT" means all sums (exclusive of Base Rent) that Tenant is required to pay Landlord under this Lease. Tenant shall pay and be liable for all rental, sales and use taxes (but excluding income taxes), if any, imposed upon or measured by Rent. Base Rent and recurring monthly charges of Additional Rent shall be due and payable in advance in on the monthly installments set forth on Schedule 4first day of each calendar month without notice or demand, pro-rated on a per diem basis in provided that (i) the case installment of any partial months during Office Base Rent for the Term. Except as otherwise set forth hereinfirst full calendar month of the Term with respect to the Office Space (i.e., each September, 2006) and the first monthly installment of Fixed Additional Rent for Office Expenses and Office Taxes with respect to the Office Space shall be payable on or before the first day of each month, without notice or demand and without abatement, set-off or deduction. (b) From and after the Office Space Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all and (ii) the installment of Lab Base Rent for the first full calendar month of the Real Estate Term with respect to the Lab Space (i.e., December, 2006) and the first monthly installment of Additional Rent for Lab Expenses (as defined in EXHIBIT B) and Lab Taxes (as defined in Section 5.(B)(1EXHIBIT B) of with respect to 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 Lab Space shall be abated payable on or before the Lab Space Commencement Date. All other items of Rent shall be due and payable by Tenant on or before 30 days after billing by Landlord. Rent shall be made payable to the entity, and sent to the address, Landlord designates and shall be made by good and sufficient check or by other means acceptable to Landlord. Tenant shall pay Landlord an administration fee equal to 5% of all past due Rent, provided that Tenant shall be entitled to a grace period of 5 Business Days for the period (the “Free-first 2 late payments of Rent Period”) beginning on the Commencement Date and continuing through March 31, 2011in a calendar year. In addition, during past due Rent shall accrue interest at 12% per annum. Landlord's acceptance of less than the Free-correct amount of 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 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 Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord considered a payment on account of the earliest Rent due. Rent for any other additional service as may be provided under partial month during the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge Term shall be refunded prorated. No endorsement or statement on a check or letter accompanying payment shall be considered an accord and satisfaction. Tenant's covenant to Subtenant within thirty (30) days thereofpay Rent is independent of every other covenant in this Lease.

Rent. The rent payable by Sublessee for the Premises shall consist of basic rental ("Basic Rent") plus Operating Expense Increases (as hereinafter defined), all as provided below. Basic Rent, Operating Expense Increases and any other charges due hereunder are hereinafter referred to collectively as "Rent." All Rent shall be paid to Sublessor at the address specified for Sublessor below, or to such other person or to such other place as Sublessor may from time to time designate in writing. (a) From and after the Commencement Date, Subtenant Sublessee shall pay to Sublandlord annual fixed rent (the “Fixed Rent”) Sublessor 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 4advance, pro-rated on a per diem basis in the case of any partial months during the 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 month of the term of the Sublease and without abatementdeduction or offset, set-off or deduction.monthly Basic Rent in the amounts hereinafter set forth in this Section 4(a). The Basic Rent for any partial month shall be prorated at the rate of 1/30 of the Basic Rent per day. MONTHS MONTHLY BASIC RENT ------ ------------------ 1 - 12 $48,259.05 13 - 24 $49,894.95 25 - 31 $51,530.85 (b) From Sublessee shall also pay, in addition to Basic Rent, for each Comparison Year during the term of this Sublease, any and after all increases to the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the Building's Operating Expenses and/or Real Estate Taxes over a 1997 Base Year, to the extent that such increases are payable by Sublessor pursuant to the Master Lease (as defined in Section 5.(B)(1the "Operating Expense Increases"); provided, however, that Sublessee shall have no obligation to pay any such increases applicable to the first twelve (12) months of the ▇▇▇▇▇▇▇▇▇) and Operating Expenses (as defined in Section 5.(C)(1) Sublease term. The parties hereto hereby acknowledge that the last sentence of the ▇▇▇▇▇▇▇▇▇) due from Sublandlord to Overlandlord pursuant to Sections 5.(B) and 5.(C) second paragraph of Paragraph 52 of Addendum One of the ▇▇▇▇▇▇▇▇▇, respectively (collectively, “Direct Expenses”). Sublandlord Master Lease shall provide Subtenant with evidence of its payment of the Direct Expenses apply to Overlandlord within five (5) business days of the date Sublandlord makes such payment to Overlandlordthis Sublease. (c) So long as Subtenant is not then in material default To the extent that the Operating Expense Increases due under this Sublease (beyond any applicable notice and cure period)the Master Lease are payable on a monthly basis pursuant to the Master Lease, Fixed Rent and Direct Expenses such Operating Expense Increases shall be abated for paid to Sublessor as and when Basic Rent is paid. To the period (extent that the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31Operating Expense Increases are billed from time to time to Sublessor by Master Lessor, 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 or on behalf of Subtenant, any such Fixed Rent and Direct Expenses previously abated hereunder Operating Expense Increases shall be immediately due and payable from Subtenant paid by Sublessee to Sublandlord. (d) In addition to the Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, or with the consent of the Overlandlord, Subtenant shall pay any Subtenant Surcharge Sublessor within fifteen (15) business days after Subtenant’s Sublessee's receipt of an invoice therefor. (d) Sublessee shall pay to Sublessor upon execution of this Sublease, in addition to the Overlandlord’s statements from Sublandlord. In portion of the event that Subtenant disputes the Subtenant Surcharges, Sublandlord agrees to cooperate with Subtenant Security Deposit as set forth in seeking a reduction of such disputed amount from the Overlandlord, and if such reduction is obtainedSection 7 below, the corresponding reduction first month's Basic Rent in the amount of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereof$48,259.05.

Rent. (a) From and Commencing 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 United States, in advance on the first (1st) 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 executed and 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) Commencing on November 1, 2010 and continuing through the Sublease Term, in addition to payment of the Basic Rent, 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 4Sublandlord, pro-rated on a per diem basis in the case of any partial months as to each calendar year or portion thereof during the Sublease 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 without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder(“Passthrough Rent”), an amount equal to all without deduction, demand, notice from Sublandlord, or right of the Real Estate Taxes offset, (i) Subtenant’s Percentage Share (as defined in Section 5.(B)(1hereafter defined) of the ▇▇▇▇▇▇▇▇▇) and amount by which Operating Expenses (as defined in Section 5.(C)(1the 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) due from Sublandlord to Overlandlord pursuant to Sections 5.(B) and 5.(C) of for such calendar year exceed the ▇▇▇▇▇▇▇▇▇, respectively Tax Expenses in calendar year 2010 (collectively, “Direct ExpensesSubtenant’s Tax Payment”). 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 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 Fixed 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 SurchargesSubtenant’s Percentage Share” shall 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 Passthrough Rent. Subtenant shall have no right to dispute the Operating Expenses and all amounts which become due and payable Tax Expenses once the same is agreed upon by or adjudicated, pursuant to any dispute mechanism is set forth in the Lease or applicable at law, by Sublandlord and Landlord. The obligations to make payments hereunder, which obligations arise during and relate to the Overlandlord under period prior to termination or expiration of this Sublease, shall survive the ▇▇▇▇▇▇▇▇▇ (without additional charge termination 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 expiration of Subtenant under this Sublease or which are otherwise attributable to the Subleased Premises, including, but not limited to: (i) any increases in the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofSublease.

Rent. (a) From and after the Commencement Date, Subtenant Sublessee shall pay to Sublandlord annual fixed Sublessor rent (the “"Fixed Rent”") in the amounts set forth listed on Schedule 4 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 payable paid monthly 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 Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on or before the first day of each monthmonth 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, set-off counterclaim or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an setoff of any amount equal to all for any reason whatsoever. Rent for any partial month of the Real Estate Taxes (as defined Sublease Term shall be prorated in Section 5.(B)(1the 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 4.2(g) of the ▇▇▇▇▇▇▇▇▇) and Operating Expenses 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 defined in Section 5.(C)(1incorporated 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 not attributable to Sublessee's use or occupancy of the ▇▇▇▇▇▇▇▇▇) due from Sublandlord to Overlandlord pursuant to Sections 5.(B) and 5.(C) of the ▇▇▇▇▇▇▇▇▇Premises, 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 no 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 Additional Charges shall be abated for the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31payable by Sublessee, 2011. In additionincluding, during the Free-Rent Periodwithout limitation, 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, Additional Charges incurred as a result of any default Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by or on behalf of Subtenant, any such Sublessor. Fixed Rent and Direct Expenses previously abated Additional Charges shall be paid to Sublessor in lawful money of the 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 amount stipulated to be paid hereunder shall be immediately due and payable from Subtenant to Sublandlord. (d) In addition to the Fixed 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 the Overlandlord’s fire, rent or deemed other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord than on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereof.account

Rent. (a) From and after the Commencement Date, Subtenant Sublessee shall pay to Sublandlord annual fixed rent (the “Fixed Sublessor as 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 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 deduction, setoff, notice or demand and without abatementdemand, set-off or deduction. (b) From and after the Commencement Dateat The Scripps Research Institute, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the 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 the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 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 Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇Road, La Jolla, CA 92037, or with at such other place as Sublessor shall designate from time to time by written notice to Sublessee, paid on the consent first day of each month of the OverlandlordTerm, Subtenant Sublessor’s current actual rental rate per the Master Lease, estimated to be the amount of $4.31 per rentable square feet (“RSF”) times 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 any Subtenant Surcharge within fifteen (15) business days after Subtenantto 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 Overlandlordfirst 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 statements receipt of a letter from Sublandlordthe 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 annualized amounts owed by Sublessee under this section for operating costs shall be paid to Sublessor on the first day of each month during the Term. · Sublessor shall be entitled to use all or any portion of the Security Deposit, 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 tear, caused or contributed to by Sublessee or its invitees; (iii) clean the Premises, if necessary to return the Premises to the condition it was in prior to Sublessee occupying the Premises, upon the expiration or termination of this Sublease; and/or (iv) replace or restore furnishings, fixtures, equipment or other appurtenances other than due to normal wear and tear as a result of Sublessee’s use of the Premises. The Security Deposit shall not be used by Sublessee in lieu of payment of the last months’ Rent. If all or any portion of the Security Deposit is used by Sublessor as permitted hereunder during the Term, Sublessee agrees to pay to Sublessor an amount sufficient to reinstate the 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 paid on the event that Subtenant disputes the Subtenant Surcharges, Sublandlord agrees to cooperate with Subtenant in seeking a reduction of such disputed amount from the Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofSecurity Deposit.

Rent. On the date that Tenant executes this Lease, Tenant shall deliver to Landlord the original executed Lease, the Base Rent (a) From which shall be applied against the Rent payable for the first month Tenant is required to pay Base Rent), the Security Deposit, and after all insurance certificates evidencing the Commencement Dateinsurance required to be obtained by Tenant under Section 12 of this Lease. Tenant agrees to pay Landlord, Subtenant shall pay to Sublandlord annual fixed rent (without prior notice or demand, or abatement, offset, deduction or claim, the “Fixed Rent”) Base Rent specified in the amounts set forth on Schedule 4 attached hereto. Fixed Rent shall be Basic Lease Information, payable in advance at Landlord's address specified 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 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 without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the 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 the period (the “Free-Rent Period”) beginning Basic Lease Information on the Commencement Date and continuing through March 31thereafter on the first (1st) day of each month throughout the balance of the Term of the Lease and Tenant agrees and acknowledges that Tenant shall commence paying Rent on the Commencement Date, 2011regardless of whether or not the Tenant Improvements are completed as of the Commencement Date. 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 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 Fixed Base Rent set forth in the Basic Lease Information, Tenant shall 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. 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 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 and Direct Expenses, Subtenant agrees to pay to Sublandlord Tenant shall otherwise perform all Subtenant Surcharges (as hereinafter defined) as additional rent other obligations of Tenant required hereunder. As used herein, The Rent for any fractional part of a calendar month at 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 commencement 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, or with the consent termination of the Overlandlord, Subtenant Lease term shall pay any Subtenant Surcharge within fifteen (15) business days after Subtenant’s receipt be a prorated amount of the Overlandlord’s statements from Sublandlord. In the event that Subtenant disputes the Subtenant Surcharges, Sublandlord agrees to cooperate with Subtenant in seeking Rent for a reduction of such disputed amount from the Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within full calendar month based upon a thirty (30) days thereofday 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) From Beginning on the Rent Commencement Date and after continuing thereafter throughout the Term, Tenant will pay the Rent in monthly installments in advance, without demand, deduction or offset, in lawful money of the United States commencing on the Rent Commencement Date, Subtenant shall pay to Sublandlord annual fixed rent (the “Fixed Rent”) in the amounts set forth and continuing 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 Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on or before the first day of each monthand every month thereafter until the Termination Date. Rent payments for any fractional calendar month at the end, without notice or the beginning of the term of the Lease, will be prorated. In the event Tenant fails to pay any installment of Rent hereunder within ten days of the due date of such installment, Tenant will pay to Landlord on demand a late charge in an amount equal to four percent (4%) of such installment. The provision for such late charge will be in addition to all of Landlord’s other rights and without abatementremedies hereunder or at law and will not be construed as liquidated damages or as limiting Landlord’s remedies in any manner. Commencing with the second Lease Year hereunder, set-off or deduction. (b) From and after Base Annual Rent will increase on each anniversary of the Rent Commencement Date by the Base Annual Rent Escalation over the Base Annual Rent paid the previous Lease Year. Commencing January 1 of the year following the Commencement DateDate and continuing thereafter for each calendar year during the Term, Subtenant agrees Landlord will present to Tenant Tenant’s Forecast Operating Expenses. Tenant will pay to Sublandlordwithout deduction, offset, or counter claim, and otherwise in the same manner as additional rent hereunderBase Annual Rent on the first day of each calendar month during the Term, an amount equal to all of the Real Estate Taxes one twelfth (as defined in Section 5.(B)(11/12) of the ▇▇▇▇▇▇▇▇▇) and Tenant’s Forecast Operating Expenses as Additional Rent. From time to time during any calendar year, Landlord may revise Tenant’s Forecast Operating Expense and adjust Tenant’s monthly payments to reflect Landlord’s such revisions. Promptly after the full execution of this Lease (as defined in Section 5.(C)(1and delivery to Tenant of a copy thereof), Tenant shall pay Landlord the first month’s Rent due hereunder. Notwithstanding the foregoing, and provided there is no default or event of default hereunder by Tenant, Base Annual Rent (but not Operating Expenses) of shall be abated hereunder for 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 first five (5) business days of months after 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 the period Commencement Date (the “Free-Rent PeriodAbatement”) beginning on ). Tenant will be responsible for its Proportionate Share of the Commencement Date and continuing through March 31, 2011. In addition, during Operating Expenses for the Free-Rent Period, Sublandlord shall pay all Building as well as its 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 or on behalf of Subtenant, any such Fixed Rent and Direct Expenses previously abated hereunder shall be immediately due and payable from Subtenant to Sublandlordjanitorial services. (d) In addition to the Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereof.

Rent. (a) From and after the Commencement Date, Subtenant A. Tenant shall pay to Sublandlord annual fixed rent (Landlord, throughout the “Fixed Rent”) Lease Term, the Base Rental, in the amounts set forth on Schedule 4 attached hereto. Fixed Rent shall be payable in advance in the equal monthly installments set forth on Schedule 4the first day of each calendar month, pro-rated on a per diem basis in without demand, notice or offset. In addition, during each calendar year, or portion thereof, falling within the case Lease Term, Tenant shall pay to Landlord as Additional Base Rental hereunder Tenant's Pro Rata Share of any partial months Basic Costs (as defined below) for the applicable calendar year. Prior to the Commencement Date and prior to January 1 of each calendar year during the Lease Term, or as soon thereafter as practical, Landlord shall make a good faith estimate of Basic Costs for the applicable calendar year and Tenant's Pro Rata Share thereof. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on On or before the first day of each monthmonth during such calendar year, without notice or demand Tenant shall pay to Landlord, as Additional Base Rental, a monthly installment equal to one-twelfth of Tenant's Pro Rata Share of Landlord's estimate of Basic Costs. Landlord shall have the right from time to time during any such calendar year, if it reasonably believes the costs will vary by more than five percent (5%), to revise the estimate of Basic Costs for such year and without abatementprovide Tenant with a revised statement therefor, set-off or deduction. (b) From and after thereafter the Commencement Dateamount Tenant shall pay each month shall be based upon such revised estimate. If Landlord does not provide Tenant with an estimate of the Basic Costs by January 1 of any calendar year, Subtenant agrees Tenant shall continue to pay to Sublandlord, a monthly installment based on the previous year's estimate until such time as additional rent hereunderLandlord provides Tenant with an estimate of Basic Costs for the current year. Upon receipt of such current year's estimate, an amount equal to all of the 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 adjustment shall be abated made for any month during the period (the “Free-Rent Period”) beginning current year with respect to which Tenant paid monthly installments of Additional Base Rental based on the Commencement Date and continuing through March 31, 2011previous year's estimate. In addition, during the Free-Rent Period, Sublandlord Tenant shall pay all utilities and other operating costs to Landlord 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 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. underpayment within ten (d10) In addition to the Fixed 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, 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 Sublandlorddemand. In the event that Subtenant disputes the Subtenant SurchargesAny overpayment shall, Sublandlord agrees to cooperate with Subtenant in seeking a reduction of such disputed amount from the Overlandlordat Landlord's option, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant Tenant or credited against the next due installment or installments of Base Rental due for the months immediately following the furnishing of such estimate. Any amounts paid by Tenant based on any estimate shall be subject to adjustment pursuant to tile immediately following paragraph when actual Basic Costs are determined for such calendar 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 for the previous calendar year. If the amount of estimated Basic Costs actually paid by Tenant for the prior year is in excess of Tenant's actual Pro Rata Share of Basic Costs for such prior year, then Landlord shall apply such overpayment against Base Rental next due or to become due hereunder, provided if the Lease Term expires prior to the determination of such overpayment, Landlord shall within thirty ten (3010) days thereof.following such termination, refund such overpayment to Tenant after first deducting the amount of any Rent due hereunder. Likewise, Tenant shall pay to Landlord, within ten (10) days after demand, any underpayment with respect to the prior year,

Rent. 4.1 Sublessee shall pay to Sublessor during the Term, in lawful money (by good check evidencing immediately available funds) of the United States, without any prior demand therefor and without any offsets or deductions whatsoever except as may be other~vise expressly provided herein, the following sums (collectively, "Rent"): (a) From and after the Commencement Date, Subtenant shall pay to Sublandlord annual fixed rent ("Basic Rent") at the “Fixed Annual Basic Rent Rate for the period commencing on the Execution Date and ending on the Expiration Date. In addition, an amount equal to the amount of Basic Rent which would have been payable for the period beginning on (and as though the Term of this Sublease had commenced on) the Proration Date and ending on the day prior to the Execution Date shall be due and payable on the Execution Date. (b) percentage rent ("Percentage Rent”") at the rate specified in, and on the terms and conditions set forth in, the Percentage Rent Rider attached hereto as Exhibit "E"; and (c) additional rent ("Additional Rent") consisting of all other sums of money as shall become due from and be payable by Sublessee hereunder (for default in the amounts set forth on Schedule 4 attached heretopayment of which Sublessor shall have the same remedies as for a default in the payment of Basic Rent). Fixed Basic Rent, Percentage Rent and Additional Rent are sometimes collectively referred to herein as "Rent". 4.2 Except as expressly provided in Paragraph 4.1 hereof, Basic Rent shall be payable in advance in the equal monthly installments set forth beginning on Schedule 4, pro-rated the Execution Date and continuing on a per diem basis in the case of any partial months during the 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 without abatement, set-off or deduction. (b) From and after calendar month thereafter during the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunderTerm. In addition, an amount equal to all the amount of Basic Rent which would have been payable for the period beginning on (and as though the Term of this Sublease had commenced on) the Proration Date and ending on the day prior to the Execution Date shall be due and payable on the Execution Date. 4.3 The amount payable on the Execution Date calculated based upon the Proration Date, as set forth above, shall be prorated on the basis of the Real Estate Taxes (as defined actual number of days in Section 5.(B)(1) the month in which the Proration Date occurs. In the event the Expiration Date shall occur on a day other than the last day of a calendar month, then the amount of the ▇▇▇▇▇▇▇▇▇) and Operating Expenses (as defined in Section 5.(C)(1) monthly installment of the ▇▇▇▇▇▇▇▇▇) due from Sublandlord to Overlandlord pursuant to Sections 5.(B) and 5.(C) Basic Rent for the last month or portion thereof in which the Expiration Date occurs shall be prorated on the basis of the ▇▇▇▇▇▇▇▇▇actual number of days in such month, respectively and any excess prepaid Basic Rent and Additional Rent shall be refunded by Sublessor to Sublessee on the Expiration Date. 4.4 If Sublessee shall fail to pay any rents, charges or other sums after the same become due and payable, such unpaid amounts shall bear interest at the per annum rate of one percent (collectively1%) in excess of the rate from time to time announced by NationsBank, “Direct Expenses”N.A. (or any successor thereto) as its "prime rate" ("Late Payment Interest Rate"). Sublandlord , calculated on the basis of actual days elapsed, based on a three hundred sixty (360) day year, from the fifth (5th) business day following the due date of such rents, charges or other sums to the date of payment; except that such interest shall provide Subtenant with evidence never exceed the maximum legal rate from time to time permitted by applicable law; provided, however, if the payment is more than thirty (30) days late, the Late Payment Interest Rate, from and after such thirtieth (30th) day, shall be increased by three (3) percentage points, except that such interest shall never exceed the maximum legal rate from time to time permitted by applicable law The provisions herein for Additional Rent shall not be construed to extend the date for payment of any sums required to be paid by Sublessee hereunder or to relieve Sublessee of its payment obligation to pay all such sums at the time or times herein stipulated. Notwithstanding the imposition 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 Additional Rent, Sublessee shall be in material default under this Sublease if any or all payments required to be made by Sublessee are not made within ten (beyond 10) days following written notice that any such amounts are past due, which notice shall identify in reasonable detail the items required to be paid, and the exact amount required to cure such default. Notwithstanding anything to the contrary in this Sublease, Sublessee shall not be in default with respect to payment of Percentage Rent until the expiration of ten (10) days following written notice received by Sublessee of the final determination of the amount thereof following any dispute with respect thereto, which shall be resolved in accordance with the provisions of the Percentage Rent Rider attached hereto as Exhibit "E", provided that Sublessee shall have paid, on or before the due date or within any applicable notice and cure grace period), Fixed the amount of Percentage Rent and Direct Expenses shall be abated for the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 or on behalf of Subtenant, any such Fixed Rent and Direct Expenses previously abated hereunder shall be immediately due and payable from Subtenant to Sublandlordwhich is undisputed. (da) In addition to the Fixed Rent and Direct ExpensesFor purposes of this Paragraph 4.5, Subtenant agrees to pay to Sublandlord all Subtenant Surcharges (as hereinafter defined) as additional rent hereunder. As used herein, the term “Subtenant Surcharges” a "Major Event" shall mean any of the following events: (i) Sublessee is prevented from charging such prices, rates and all amounts which become due charges as it chooses in its sole discretion for products and payable by Sublandlord services on the Premises because of the relationship of Sublessor or DNR to the Overlandlord under Premises, or by reason of legal requirements specifically applicable only to the ▇▇▇Premises or applicable solely to properties or assets such as the Premises which have been privatized by the State of Georgia; (ii) Sublessee is prevented from charging such prices, rates and charges as the result of controls imposed by the Corps in a manner inconsistent with the Corps Consent, Estoppel and Non-Disturbance Agreement; (iii) Sublessee fails to obtain liquor licenses in accordance with the terms of Paragraph 33 hereof, Sublessee having otherwise complied in all respects with all of the terms and conditions set forth therein, due to (A) the nonexistence of Sublessor, (B) Sublessor's failure or refusal to issue such liquor licenses for any reason other than Sublessee's failure to comply with the usual and customary requirements of Sublessor, or failure to comply with the terms of Paragraph 33 hereof, which failure Sublessee fails to cure within thirty (30) days after receipt of written notice that any such liquor license will not be issued, which notice shall set forth in reasonable detail the reason that such liquor license will not be issued and any action required to satisfy the objections of Sublessor, or (C) the lack of authority of Sublessor to issue liquor licenses; (iv) the hotel tax described in Paragraph 34 is no longer imposed by Sublessor, and/or (subject to the limitations on the applications of such funds described in Paragraph 34 below) Sublessee no longer may use its discretion in determining how such funds may be utilized in promoting and marketing the Premises, due to (A) the nonexistence of Sublessor, (B) Sublessor's failure or refusal to impose such tax, or (C) the lack of authority of Sublessor to impose such tax; (v) the Corps target level of the waters of Lake ▇▇▇▇▇▇ is permanently reduced below an elevation of 1059 feet based on National Geodetic Vertical Datum; and (without additional charge vi) the State of Georgia (or profit to Sublandlordany other agency or instrumentality thereof) 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) levies any increases in the Overlandlord’s fire, rent tax or other insurance premiums resulting from assessment solely against the Premises or any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇portions thereof, or with solely against properties or assets such as the consent Premises which have been privatized by the State of the Overlandlord, Subtenant Georgia. The event described in subclause (iv) above shall pay any Subtenant Surcharge within fifteen (15) business days after Subtenant’s receipt not be a Major Event if such hotel tax is no longer imposed by Sublessor by reason 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 general repeal of such disputed amount from the Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereoftax.

Rent. (a) From Tenant shall continue to pay Rent for the Premises through November 30, 2025 in the same manner as set forth in the Lease prior to this Fourteenth Amendment. Effective as of December 1, 2025 and after continuing through the Commencement DateExpiration Date (as herein amended), Subtenant Tenant shall pay Rent for the Premises in accordance with the following schedule: [***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] ⁺Note: Tenant shall pay, in addition to Sublandlord annual fixed Rent, all applicable sales, rent and use tax. *Note: Provided that no monetary Event of Default under the Lease beyond any applicable notice and cure period then exists, the Rent due during December 2022, January 2023 and every subsequent December of the Term through December 2030 (the collective sum of [***], hereinafter referred to as the “Fixed Abated Rent”) in the amounts set forth on Schedule 4 attached hereto. Fixed Rent shall be payable in advance in fully abated. Notwithstanding the monthly installments set forth on Schedule 4foregoing, pro-rated on a per diem basis in the case of if, at any partial months time during the Extended Term. Except as otherwise set forth herein, each monthly installment Tenant causes a monetary Event of Fixed Rent shall be payable on or before Default under the first day of each month, without notice or demand and without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of the 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 (Lease beyond any applicable notice and cure period), Fixed Rent and Direct Expenses shall be abated for the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 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 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 Fixed 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” unamortized portion of the Abated Rent shall mean any and all amounts which immediately become due and payable by Sublandlord to the Overlandlord Landlord as Additional Rent under the ▇▇▇▇▇▇▇▇▇ (without additional charge or profit Lease. If Tenant fails to Sublandlord) as “Additional timely pay to Landlord such Abated Rent” (as such term is defined in the ▇▇▇▇▇▇▇▇▇) which would not have become due , Landlord shall be entitled to all rights and payable but for the acts and/or failures remedies available 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 the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, and (ii) any additional rent or charges Landlord under the ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account Lease and at law and in equity. Tenant’s payment of such Abated Rent pursuant to this paragraph shall not, in any other additional service as may be provided way, limit the rights and remedies available to Landlord under the ▇▇▇▇▇▇▇▇▇, or with the consent Lease and at law and in equity as to any monetary Event 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 Overlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereofDefault.