Common use of Tenant’s Audit Right Clause in Contracts

Tenant’s Audit Right. Subject to the provisions of this paragraph, Tenant shall have the right, at Tenant's cost and expense, to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable to the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlord. (7) If, Tenant performs any such audit, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregate, then Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00). (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject Tenant shall have the right to audit the provisions amounts shown on Landlord’s Statement in accordance with this Section 5.13, provided that Tenant must notify Landlord that it wishes to commence such audit in accordance with this Section 5.13 within twenty-four (24) months after the later of (i) Tenant’s receipt of such Landlord’s Statement or (ii) the termination of this paragraphLease (the “Review Period”). If Tenant gives such notice to Landlord, Tenant then Tenant, or its authorized agent which shall be a non-contingency fee certified public accountant or auditing firm, shall have the right, at Tenant's its own cost and expenseexpense (without a requirement that Tenant pay Landlord’s costs in complying with this provision), to examine inspect and/or audit Landlord’s detailed records each year with respect to Building Operating Costs and Common Area Operating Costs set forth in such Landlord’s Statement within 120 days after the date of Tenant’s notice. If Tenant does not notify Landlord that it intends to commence an audit within such Review Period, Tenant shall have waived its right to audit such Landlord’s Statement. Tenant shall, and shall use its commercially reasonable efforts to cause its agents and employees to, maintain all documentation information contained in Landlord’s books and calculations prepared records in the determination of Operating Expenses Allocable strict confidence. Landlord agrees to the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps retain such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant for Tenant’s Base Year and all subsequent Calendar Years associated with the Lease, regardless of whether or not such periods were prior to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement Landlord’s ownership of the actual amount of Landlord's Operating Expenses or Landlord's Tax ExpensesBuilding and/or Park Place Project, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. until five (5) As years following the termination of this Lease. Within fifteen (15) business days following Tenant’s written notice to Landlord of its desire to review Landlord’s books and records, Landlord shall forward to Tenant or Tenant’s authorized representative a condition to performing any such examinationfull and complete copy of the Building’s and the Park Place Project’s respective general ledgers, Tenant and its examiners all escalation worksheets and their supporting documentation for each year being reviewed. General ledgers shall be required to execute the type printed from Landlord’s particular computerized accounting system which reflect: (a) the full year’s listing of expenses with each such expense listed under its applicable account (which account has its name and deliver to Landlord an agreementnumber clearly specified) and with each account’s expenses summarized by account balances, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iiib) to for each expense, the extent required by applicable law or reporting requirements or by administrativedate of the expense, governmental or judicial proceeding. the payee/vendor, the amount (6) including debits and credits), and the transaction description (reflecting an explanation of what the expense was for). If, after the audit by review of such documentation, Tenant desires additional information of or from Landlord's ’s books and records pursuant including but not limited to this Section 2.6.1 with respect to any calendar year invoices paid by Landlord or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may beservices contracts, Landlord shall credit cooperate with Tenant by making all pertinent records available to Tenant, and Tenant’s employees and agents for inspection. Tenant, and Tenant’s employees and agents shall be entitled to make and retain photostatic copies of such overpayment against the next installment(s) records. Tenant shall bear all costs of Annual Fixed Rent thereafter payable by Tenantsuch audit it requests, except that if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Building Operating Costs and Common Area Operating Costs, on a combined basis, of three percent (3%) or more, and Landlord’s independent nationally recognized certified public accountants concur in such overpayment findings (or, in the absence of such concurrence, such overstatement is determined after confirmed by binding arbitration between the termination parties conducted in Irvine, California by the American Arbitration Association under the Commercial Arbitration Rules, using a single arbitrator selected by the parties pursuant to such rules, or expiration by such other dispute resolution mechanism to which the parties may mutually agree in writing), then Landlord shall bear all costs of the term audit (and, if applicable, the arbitration or other dispute resolution mechanism). If the arbitration or other dispute resolution mechanism selected by the parties confirms that the Building Operating and Common Area Operating Costs, on a combined basis, were not overstated by 3% or more, then Tenant shall bear the cost of this Leasethe audit and such arbitration or other dispute resolution mechanism. If the agreed or confirmed audit shows an underpayment of Building Operating Costs or Common Area Operating Costs by Tenant, Landlord Tenant shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant pay to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days after the audit is agreed to or confirmed, the amount of such determinationunderpayment, pay such underpayment to Landlord. (7) Ifand, Tenant performs any such auditif the agreed or confirmed audit shows an overpayment of Building Operating Costs or Common Area Operating Costs by Tenant, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregate, then Landlord shall reimburse Tenant for such overpayment. The payment of any amounts pursuant to this Lease shall not preclude Tenant from questioning the reasonable out-of-pocket costs incurred by correctness of any Landlord’s Statement, provided that the failure of Tenant in performing such to commence an audit not thereof prior to exceed Five Thousand and 00/100 Dollars ($5,000.00)the expiration of the Review Period shall be conclusively deemed to be Tenant’s approval of the applicable Landlord’s Statement. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject Landlord shall maintain at all times during the Lease term, full, complete and accurate books of account and records prepared in accordance with generally accepted accounting principles with respect to Operating Expenses and Tax Expenses. If Tenant wishes to review Landlord’s books and records which are the basis of a Landlord’s Statement, Tenant shall give Landlord written notice of such desire within six (6) months following Tenant’s receipt of Landlord’s Statement, provided that, if Tenant requested an Annual Statement Detail prior to the provisions end of the fifth (5th) month following Tenant’s receipt of Landlord’s Statement and Landlord did not deliver an Annual Statement Detail to Tenant prior to the end of the sixth (6th) month following the initial delivery of Landlord’s Statement to Tenant, then Tenant shall have a period of thirty (30) days following Tenant’s receipt of the Annual Statement Detail to notify Landlord of a desire to inspect the books and records for the subject calendar year. If Tenant does not give Landlord such notice within such time, Tenant shall have waived its right to dispute the applicable Landlord’s Statement. Promptly after the receipt of such written notice from Tenant, (I) Landlord shall deliver to Tenant, or otherwise make available for Tenant’s review at Landlord’s office in San Francisco, California, Landlord’s books and records regarding Landlord’s Statement as may be reasonably required by Tenant to ascertain Landlord’s compliance with this paragraphParagraph 7 and (II) Landlord and Tenant shall endeavor in good faith to resolve any clarification requested, or dispute raised, by Tenant. If such efforts do not succeed, Tenant shall have the right, at Tenant's cost right to cause a nationally recognized independent certified public accounting firm designated by Tenant and expenseacceptable to Landlord in Landlord’s reasonable discretion, to examine all documentation be paid on an hourly and calculations prepared in the determination of Operating Expenses Allocable to the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition , to performing any such examinationaudit Landlord’s Statement, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, provided that Tenant may disclose such information (i) notifies Landlord in writing of Tenant’s intention to Tenant's employees, counsel and advisors who have exercise such audit right within two (2) months following the need date upon which Landlord delivers or makes available to know such Tenant the information described in order to provide Tenant with advice in connection with such auditclause (I) above, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers actually begins such audit within two (2) months following the notice from Tenant to Landlord advising Landlord that Tenant will require an audit (provided that such 2-month period within which the audit must be commenced shall be extended by the length of Tenant any delay in the commencement of the audit that is caused by Landlord) and (iii) diligently pursues such audit to completion as quickly as reasonably possible. Landlord agrees to make available to Tenant’s auditors, at Landlord’s office in San Francisco, the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant relevant to this Section 2.6.1 with respect to any calendar year or fiscal yearthe audit for review and copying, but such books and records may not be removed from Landlord’s offices. Tenant shall bear all of Tenant’s costs of such audit, plus Landlord’s actual copying costs, except that, if the audit (as applicable, it is finally determined that: (iconducted and certified by the auditor) Tenant has made shows an overpayment on account aggregate overstatement of Tenant’s Share of Operating Expenses Allocable or Tax Expenses payable by Tenant pursuant to the Premises terms of this Lease of five percent (5%) or more, and Landlord's Tax Expenses Allocable ’s auditors concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by a court of competent jurisdiction or such other dispute resolution mechanism as to which the Premisesparties mutually agree in writing), as the case may be, then Landlord shall credit such overpayment against bear all costs of the next installment(s) audit. If the agreed or confirmed audit shows an underpayment of Annual Fixed Rent thereafter payable Operating Expenses by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord Tenant shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant pay to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determinationafter the audit is agreed to or confirmed, pay such underpayment the amount owed to Landlord. (7) If, Tenant performs any such auditand, it is determined that Landlord has overcharged Tenant on account if the agreed or confirmed audit shows an overpayment of Tenant’s Share of Operating Expenses Allocable or Tax Expenses payable by Tenant pursuant to the Premises terms of this Lease, Landlord shall reimburse Tenant for such overpayment within thirty (30) days after the audit is agreed to or Landlord's confirmed. Further, if the agreed or confirmed audit shows an aggregate overstatement of Tenant’s Share of Operating Expenses or Tax Expenses Allocable to the Premises, as the case may be, by more than of five percent (5%) or more for the subject year, then, notwithstanding anything to the contrary in this Paragraph 7.h., Tenant may also audit the two (2) calendar years immediately prior to the calendar year that was the subject of the audit. Upon written request by Tenant to Landlord at any time following the last day of the Base Year and after which Landlord has completed Landlord’s calculation of Base Operating Expenses and Base Taxes (and Landlord shall use reasonable efforts to complete such calculation within one hundred fifty (150) days following the last day of the Base Year), Landlord shall deliver to Tenant for Tenant’s review a Landlord’s Statement (but in the aggregatelevel of detail of an Annual Statement Detail) setting forth Landlord’s calculation of Base Operating Expenses and Base Taxes, and, upon receipt of such Landlord’s Statement, Tenant shall have the right to review Landlord’s books and records and, if necessary, audit Landlord’s books and records, with respect to the calculation of Base Operating Expenses and Base Taxes, with such review and/or audit to be in accordance with the provisions above in this Paragraph 7.h. as they apply to Tenant’s review and audit of Landlord’s Statement for a particular calendar year and, once the review and/or audit process has been completed (in accordance with the applicable provisions above regarding the final agreement upon, or confirmation of, the results) for Landlord’s Statement for the Base Year, Tenant shall not be permitted to re-evaluate the Base Operating Expenses or the Base Taxes at a later date unless additional information pertinent to the gross-up has been obtained and requires an adjustment to Landlord’s Statement for the Base Operating Expenses and/or there is an adjustment to Base Taxes by the taxing authority. Notwithstanding anything to the contrary set forth above, Tenant’s audit rights under this Paragraph 7.h. shall be conditioned upon (i) Tenant having paid the total amounts billed by Landlord under this Paragraph 7 within the time stipulated in Paragraph 7.e. for payment (including, without limitation, the contested amounts) (provided, however, that if Tenant notifies Landlord of Tenant’s intent to exercise the rights set forth in this Paragraph 7.h., if any amount is then due and unpaid by Tenant which would preclude Tenant’s exercise of the right set forth herein, Landlord shall reimburse provide Tenant for with notice of such amounts and Tenant shall have ten (10) days in which to pay such outstanding amounts and reinstate Tenant’s right pursuant to the provisions of this Paragraph 7.h. and, upon such payment, the two (2) month period within which Tenant must commence the audit (if at all) shall commence) and (ii) Tenant executing, prior to the commencement of the audit, a commercially reasonable out-of-pocket costs incurred by confidentiality agreement in form and substance reasonably satisfactory to Landlord in which Tenant shall agree to keep confidential, and not disclose to any other party (excluding Tenant’s auditors, partners, lenders or legal counsel as may be required in performing the normal course of Tenant’s business or in enforcing the terms of this Lease), the results of any such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00)or any action taken by Landlord in response thereto. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject to the provisions of this paragraph, Tenant shall have the right, at Tenant's cost and expense, to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable to the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation ’s annual statement shall be made available to final and binding upon Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by unless Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days after Tenant’s receipt thereof, shall contest any item therein by giving written notice to Landlord, specifying each item contested and the reasons therefor; provided that Tenant shall in all events pay when due the amount specified in Landlord’s annual statement, pending the results of the Tenant Review and determination of the Neutral Accountant, as applicable and as each such term is defined below. If, during such thirty (30)-day period, Tenant reasonably and in good faith questions or contests the correctness of Landlord’s statement of Tenant’s Pro Rata Share of Operating Expenses, Landlord shall provide Tenant with reasonable access to Landlord’s books and records to the extent relevant to determination of Operating Expenses, and such information as Landlord reasonably determines to be responsive to Tenant’s written inquiries. In the event that, after Tenant’s review of such determinationinformation, pay such underpayment Landlord and Tenant cannot agree upon the amount of Tenant’s Pro Rata Share of Operating Expenses, then Tenant shall have the right to Landlord. (7) If, Tenant performs any such audit, it is determined that Landlord has overcharged have an independent public accounting firm hired by Tenant on account an hourly basis and not on a contingent-fee basis (at Tenant’s sole cost and expense) and approved by Landlord (which approval Landlord shall not unreasonably withhold or delay) audit and review such of Landlord’s books and records for the year in question as directly relate to the determination of Operating Expenses Allocable for such year (the “Tenant Review”), but not books and records of entities other than Landlord. Landlord shall make such books and records available at the location where Landlord maintains them in the ordinary course of its business. Landlord need not provide copies of any books or records. Tenant shall commence the Tenant Review within fifteen (15) days after the date Landlord has given Tenant access to Landlord’s books and records for the Tenant Review. Tenant shall complete the Tenant Review and notify Landlord in writing of Tenant’s specific objections to Landlord’s calculation of Operating Expenses (including Tenant’s accounting firm’s written statement of the basis, nature and amount of each proposed adjustment) no later than sixty (60) days after Landlord has first given Tenant access to Landlord’s books and records for the Tenant Review. Landlord shall review the results of any such Tenant Review. The parties shall endeavor to agree promptly and reasonably upon Operating Expenses taking into account the results of such Tenant Review. If, as of the date this is sixty (60) days after Tenant has submitted the Tenant Review to Landlord, the parties have not agreed on the appropriate adjustments to Operating Expenses, then the parties shall engage a mutually agreeable independent third party accountant with at least ten (10) years’ experience in commercial real estate accounting (the “Neutral Accountant”). If the parties cannot agree on the Neutral Accountant, each shall within ten (10) days after such impasse appoint an accountant having the same qualifications as those required of the Neutral Accountant and, within ten (10) days after the appointment of both such accountants, those two accountants shall select a the Neutral Accountant (which cannot be the accountant and accounting firm that conducted the Tenant Review). If either party fails to timely appoint an accountant, then the Accountant the other party appoints shall be the Neutral Accountant. Within ten (10) days after appointment of the Neutral Accountant, Landlord and Tenant shall each simultaneously give the Neutral Accountant (with a copy to the Premises other party) its determination of Operating Expenses, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Neutral Accountant shall select either Landlord's Tax ’s or Tenant’s determination of Operating Expenses. The Neutral Accountant may not select or designate any other determination of Operating Expenses. The determination of the Neutral Accountant shall bind the parties. If the parties agree or the Neutral Accountant determines that the Operating Expenses Allocable actually paid by Tenant for the calendar year in question exceeded Tenant’s obligations for such calendar year, then Landlord shall, at Tenant’s option, either (a) credit the excess to the Premisesnext succeeding installments of estimated Additional Rent or (b) pay the excess to Tenant within thirty (30) days after delivery of such results. If the parties agree or the Neutral Accountant determines that Tenant’s payments of Operating Expenses for such calendar year were less than Tenant’s obligation for the calendar year, as then Tenant shall pay the case may be, deficiency to Landlord within thirty (30) days after delivery of such results. If the parties agree or the Neutral Accountant determines that the Operating Expenses billed to Tenant by Landlord and paid by Tenant to Landlord for the applicable calendar year in question exceeded by more than five ten percent (510%) in the aggregatewhat Tenant should have been billed during such calendar year, then Landlord shall reimburse Tenant for pay the reasonable out-of-pocket costs incurred cost of the Tenant Review and the Neutral Accountant. In all other cases, Tenant shall pay the cost of the Tenant Review and the Neutral Accountant. The results of the Tenant Review, all materials provided by Landlord or made available by Landlord and the determination of the Neutral Accountant shall be kept strictly confidential by Tenant and its accountant and may not be disclosed to any other tenant or occupant of the Building or any other third party.” 3. A new Article 40 is hereby added to the Lease reading as follows: 40. Landlord shall have the right at any time during the first nine (9) months of the Term, upon providing Tenant not less than sixty (60) days’ prior written notice, to provide Tenant with space elsewhere in performing the Building of substantially the same size (and at least the same size and layout with respect to lab areas) and quality of improvements (including lab space and supporting infrastructure) as the Premises and to remove Tenant from the Premises and place Tenant in such audit not space. Landlord shall pay all reasonable costs and expenses related thereto. The relocation shall occur on a weekend. Should Tenant refuse to exceed Five Thousand permit Landlord to move Tenant to such new space at the end of such thirty (30) day period, Landlord shall have, in addition to all other rights and 00/100 Dollars ($5,000.00). (8) Any disputes remedies allowed under this Section 2.6.1 relating Lease, at law or in equity, the right to amounts cancel and terminate this Lease upon providing written notice to Tenant within thirty (30) days after the end of such thirty (30) day period of Landlord’s election to so terminate. Upon providing such notice to Tenant, this Lease shall immediately terminate. If Landlord moves Tenant to such new space, then this Lease and each and all of its terms, covenants and conditions shall remain in excess full force and effect and be deemed applicable to such new space, and such new space shall thereafter be deemed to be the “Premises,” and Landlord and Tenant shall enter into an express written amendment to this Lease memorializing such change. Tenant’s Base Rent and Additional Rent obligations shall not increase as a result of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 belowsuch relocation.”

Tenant’s Audit Right. Subject to Upon receipt by Tenant of the provisions of this paragraphReconciliation Statement, Tenant shall have the rightninety (90) days to request in writing to audit, inspect and copy, at Tenant's cost and expense, to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable to the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively’s cost, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 of Landlord with respect to any calendar year item of Additional Rent and any other cost or fiscal yearitem, as applicableif any, which is passed through to Tenant upon thirty (30) days advance written notice by Tenant to Landlord. If Tenant does not provide such written notice within such time period, Tenant shall be deemed to have accepted the Reconciliation Statement. Any third-party conducting an audit on behalf of Tenant shall be compensated on an hourly basis and shall not be compensated based upon a percentage of overcharges it discovers. Landlord shall cooperate with Tenant in providing Tenant reasonable access to its books and records during Landlord’s normal business hours for this purpose. Before conducting any audit, Tenant must pay the full amount shown due in the Reconciliation Statement. Tenant shall have no right to conduct an audit or to give Landlord notice that it desires to conduct an audit at any time Tenant is finally determined that: (i) in default under the Lease. Tenant has made shall not disclose to any person any information obtained in an overpayment on account audit of Operating Expenses Allocable Landlord’s books and records, except to Tenant’s accountants, attorneys, employees, and directors. If the parties agree to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may beresults of such audit, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount any overcharge of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to items as discovered by the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, audit within thirty (30) days of such determination, pay such underpayment to Landlord. (7) If, Tenant performs any completion of such audit. If the results of the audit show an undercharge to Tenant, it is determined that then Tenant shall pay the difference within thirty (30) days after Tenant knows of such undercharge. Landlord has overcharged and Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) each retain their legal rights in the aggregate, then Landlord shall reimburse Tenant for event the reasonable out-of-pocket costs incurred parties do not reach agreement on any disputed amounts objected to by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00). (8) Any disputes within the time period allowed under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below3.4.

Tenant’s Audit Right. Subject Within sixty (60) days (the “Audit Election Period”) after Landlord furnishes to Tenant the Operating Costs Reconciliation Statement for any calendar year, Tenant may, at its expense during Landlord’s normal business hours, elect to audit Landlord’s Operating Costs for such calendar year only, subject to the provisions of this paragraph, Tenant shall have the right, at Tenant's cost and expense, to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable to the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): following conditions: (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. no Event of Default has occurred under this Lease; (2) Having previously made such examination in respect the audit shall be prepared by an independent certified public accounting firm of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. recognized national standing; (3) Any request for examination in respect of no event shall any calendar year may audit be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. performed by a firm retained on a “contingency fee” basis; (4) Such examination may be made only by the audit shall commence within thirty (30) days after Landlord makes Landlord’s books and records available to Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. ’s auditor and shall conclude within sixty (60) days after commencement; (5) As a condition to performing any such examination, the audit shall be conducted where Landlord maintains its books and records and shall not interfere with the conduct of Landlord’s business; and (6) Tenant and its examiners accounting firm shall be required treat any audit in a confidential manner and shall each execute Landlord’s commercially reasonable confidentiality agreement for Landlord’s benefit prior to execute and commencing the audit. Tenant shall deliver a copy of such audit to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or within five (5) Business Days following the Buildings in connection with completion of such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant Tenant. This paragraph shall not be construed to this Section 2.6.1 with respect limit, suspend or ▇▇▇▇▇ Tenant’s obligation to any calendar year or fiscal yearpay Rent when due, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of including estimated Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may beCosts. After verification, Landlord shall credit such any overpayment determined by the audit report against the next installment(s) of Annual Fixed Rent thereafter payable due and owing by TenantTenant or, except that if no further Rent is due, refund such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund directly to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlord. (7) If. Likewise, Tenant performs shall pay Landlord any such auditunderpayment determined by the audit report within thirty (30) days of determination. The foregoing obligations shall survive the expiration or earlier termination of the Lease. If Tenant does not give written notice of its election to audit during the Audit Election Period, it is determined Landlord’s Operating Costs for the applicable calendar year shall be deemed approved for all purposes, and Tenant shall have no further right to review or contest the same. If the audit proves that Landlord has overcharged Tenant on account Landlord’s calculation of Operating Expenses Allocable to Costs for the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, calendar year under inspection was overstated by more than five seven and 50/100 percent (57.5%) in the aggregate, then then, after verification, Landlord shall reimburse Tenant for the pay Tenant’s actual reasonable out-of-pocket costs incurred by Tenant in performing such audit and inspection fees applicable to the review of said calendar year statement (not to exceed Five Thousand and 00/100 Dollars $3,500 per audit) within thirty ($5,000.00)30) days after receipt of Tenant’s invoice therefor. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject Within six (6) months after receipt of a Statement by Tenant ("REVIEW PERIOD"), if Tenant disputes the amount set forth in the Statement, Tenant's employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm), designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord's records at Landlord's offices, provided that Tenant is not then in default in the provisions payment of this paragraphBase Rent or Building Direct Expenses after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord's records in strict confidence. Landlord shall cooperate with Tenant in obtaining all necessary or appropriate information from the Association. Notwithstanding the foregoing, Tenant shall only have the right, at Tenant's cost and expense, right to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable to the Premises and review Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): records one (1) Such documentation time during any twelve (12) month period. Tenant's failure to dispute the amounts set forth in any Statement by written notice to Landlord within thirty (30) days after the Review Period shall be deemed to be Tenant's approval of such Statement and calculation Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the proper amount shall be made available by an independent certified public accountant selected by Landlord and reasonably approved by Tenant who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant at and the offices where accountant the information upon which the certification is to be based. If such certification by the accountant proves that the Building Direct Expenses set forth in the Statement were (i) overstated by less than two percent (%), then the cost of the accountant and the cost of such certification shall be paid for by Tenant, (ii) overstated by two percent (2%) or more but less than three percent (3%), then the cost of the accountant and the cost of certification shall be split evenly between Landlord keeps and Tenant, or (iii) overstated by three percent (3%) or more, then the cost of the accountant and the cost of such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses appropriate payments or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expensesreimbursements, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expensesto each other, as the case may be, in respect of such calendar year or fiscal year and provides are determined to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records owing pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlordcertification. (7) If, Tenant performs any such audit, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregate, then Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00). (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject to If Tenant disputes the provisions amount of this paragraph, Tenant shall have the right, at Tenant's cost and expense, to examine all documentation and calculations prepared Additional Rent stated in the determination Landlord’s Statement, Tenant, within six (6) months of receipt of Landlord’s Statement, may itself, through its own employees, or through a nationally recognized property management firm designated by Tenant and reasonably acceptable to Landlord (the “Approved Inspection Firm”), inspect Landlord’s books and records directly related to Operating Expenses Allocable to and Property Taxes for the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any applicable calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expensesonly and, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with the first such examinationinspection during the Lease Term or in connection with comparing the Operating Expenses and Taxes for the applicable Base Year to a subsequent year, the Operating Expenses and Taxes for the applicable Base Year; provided, however, that Tenant is not entitled to request that inspection if Tenant is then in monetary default under this Lease (as to which notice has been previously given) or if Tenant has not paid all amounts required to be paid under the applicable Landlord Statement. As a condition to any such inspection, Tenant and, if applicable the Approved Inspection Firm, shall execute a confidentiality agreement, in form and substance reasonably acceptable to Tenant, agreeing to keep the results of any such inspection and the results thereof, confidential. Tenant may disclose the information obtained from such information (i) audit and examination to Tenant's employees’s accountants, counsel attorneys and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent others reasonably required by applicable law Tenant to perform, analyze and/or enforce such audit and examination and this Lease. Landlord shall provide Tenant’s designated representative, or reporting requirements or by administrativethe Approved Inspection Firm, governmental or judicial proceeding. (6) If, after the audit by Tenant of access to Landlord's ’s books and records pursuant directly related to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable and Property Taxes during Landlord’s regular business hours and upon reasonable prior notice at the Building management office in San Francisco. Tenant’s Approved Inspection Firm must not be retained on a contingency fee basis. Tenant shall have the right to copy and duplicate such information as Tenant may require. If Landlord disputes the Premises or Landlord's Tax Expenses Allocable to results of an audit done by Tenant, Landlord shall send Tenant a notice thereof within ten (10) days after receipt of the Premises, as results of such audit. To the case may beextent Landlord disputes a portion of the results of such audit, Landlord shall credit such overpayment the undisputed portion of the overcharge against the next installment(smonthly rent payments of Tenant or if the Term has expired or otherwise has been terminated, shall refund the undisputed portion of the overcharges to the Tenant. Following receipt of Landlord’s notice, either party may submit the dispute for arbitration, provided that Tenant shall continue to pay to Landlord all rent, including any adjustments pursuant to this Article, until a final decision is rendered pursuant to arbitration. If after Tenant’s or its Approved Inspection Firm’s inspection, Tenant still disputes the Landlord’s Statement, Landlord and Tenant shall for a period of thirty (30) days seek to agree on the amount subject to dispute, and if no agreement is reached, then, either party may submit such dispute to binding arbitration by notice to the other party (“Arbitration Notice”). The failure of Annual Fixed Rent thereafter payable Tenant to provide an Arbitration Notice within sixty (60) days of Tenant’s delivery of the Tenant’s Approved Inspection Firm’s report to Landlord shall constitute a waiver by Tenant of its right to arbitrate hereunder, and except for such adjustments as have been agreed to by Landlord, Landlord’s Statement shall be conclusive and binding to Tenant. Within thirty (30) days of the Arbitration Notice, Landlord and Tenant shall jointly select an arbitrator, who shall be unaffiliated in any manner with either Landlord or Tenant and shall be a certified public accountant that shall have been active over the five (5) year period ending on the date of such appointment in the analysis of operating expenses in commercial office buildings in San Francisco. Neither Landlord nor Tenant shall consult with such arbitrator as to his or her opinion as to the disputed matters prior to the appointment. The determination of the arbitrator shall be limited solely to issues raised by Tenant’s Approved Inspection Firm’s report or by Landlord’s response to Tenant’s Approved Inspection Firm’s report . Such arbitrator may hold hearings and require such briefs as the arbitrator, except that if such overpayment in his or her sole discretion, determines is determined necessary. In addition, Landlord or Tenant may submit to the arbitrator with a copy to the other party within five (5) business days after the termination or expiration appointment of the term of this Lease, Landlord shall promptly refund arbitrator any data and additional information that such party deems relevant to Tenant the amount determination by the arbitrator and the other party may submit a reply in writing within five (5) business days after receipt of such overpayment less any amounts then due from Tenant to Landlord; data and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, additional information. The arbitrator shall conduct such evidentiary hearings as the case may be, Tenant arbitrator deems necessary or appropriate. The arbitrator shall, within thirty (30) days of his or her appointment, reach a decision as to the disputed matters in Tenant’s Approved Inspection Firm’s report, and shall notify Landlord and Tenant of such determination. The decision of the arbitrator shall be binding upon Landlord and Tenant. If Landlord and Tenant fail to agree upon and appoint such arbitrator, pay such underpayment then the appointment of the arbitrator shall be made by JAMS. If Landlord and Tenant fail to Landlord. (7) If, Tenant performs any such audit, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable agree upon other matters relating to the Premises arbitration, then the rules of JAMS shall govern such arbitration. The cost of arbitration shall be paid by the substantially unsuccessful party, as determined by the arbitrator. The arbitration proceeding and all evidence given or Landlord's Tax Expenses Allocable discovered pursuant thereto shall be maintained in confidence by all parties. Judgment upon the award rendered by the arbitrator may be entered by either party into any court having jurisdiction, or application may be made to such court for a judicial recognition of the Premisesaward or an order of enforcement thereof, as the case may be. If such arbitration reveals that Tenant has made an overpayment, Landlord shall credit the amount of the overpayment the next monthly rent payment of Tenant, or if the Term has expired or otherwise been terminated, refund such overpayment to Tenant. If the certification shows that the amount payable by Tenant attributable to Tenant’s Share of actual Property Taxes and Operating Expenses was less than reported in Landlord’s Statement, Tenant shall be credited against the next installment of Rent in the amount of any overpayment by Tenant, and, if the amount reported in Landlord’s Statement exceeded the amount determined by the certification as payable by Tenant attributable to Tenant’s Share of Property Taxes and Operating Expenses for the period subject to the certification by more than five the greater of $7,500 or four percent (54%) in the aggregate), then Landlord shall reimburse Tenant for its actual and reasonable audit expenses incurred in aUditing such statement, and a reimbursement of attorneys’ fees incurred in determining and recovering the reasonable out-of-pocket costs incurred overpayment in addition to the credit, or when appropriate, a refund of the overpayment. Likewise, if the certification shows that the amount payable by Tenant attributable to Tenant’s Share of actual Property Taxes and Operating Expenses was greater than reported in performing such Landlord’s Statement, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days . If Tenant fails to timely exercise its audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00). (8) Any disputes under rights in accordance with this Section 2.6.1 4(h), the failure shall be conclusively deemed to constitute Tenant’s approval of Landlord’s Statement for the calendar year in question. In no event shall this Section 4(h) be deemed to allow any review of any of Landlord’s books and records by any subtenant of Tenant. The provisions of this Section 4(h) are intended as the sole and exclusive remedy of Tenant for the resolution of disputes relating to Additional Rent stated in any Landlord’s Statement and shall survive the termination or expiration of this Lease for such period as hereinabove provided for Tenant to exercise such right during the year prior to such termination or expiration of the Lease Term. Landlord’s failure to submit a Landlord’s Statement to Tenant within one (1) year after the expiration of any calendar year shall be deemed a conclusive waiver of Landlord’s right to any Additional Rent relating to such Landlord’s Statement for such year (except for Additional Rent due in connection with Property Taxes, to the extent that the associated delay was attributable to with a failure by the taxing authority to provide the assessment required to invoice Tenant for Additional Rent within such period of time). Landlord’s failure to submit a Landlord’s Statement shall not deprive Tenant of its right to recover from Landlord if Tenant’s estimated payments exceed the amounts in excess actually due from Tenant for Operating Expenses or Property Taxes. Subject to the preceding sentence, the obligations of One Hundred Thousand Landlord and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 belowTenant with respect to any Additional Rent shall survive the expiration or any sooner termination of the Term.

Tenant’s Audit Right. Subject Tenant shall have the right to examine, copy and audit Landlord's books and records establishing Operating Expenses for any Operating Year for a period of one (1) year following the date that Tenant receives the statement of Operating Expenses for such Operating Year from Landlord. Tenant shall give Landlord not less than thirty (30) days' prior notice of its intention to examine and audit such books and records, and such examination and audit shall take place at such place within the continental United States as Landlord routinely maintains such books and records, unless Landlord elects to have such examination and audit take place in another location designated by Landlord in the city and state in which the Property is located. All costs of the examination and audit shall be borne by Tenant; provided, however, that if such examination and audit establishes that the actual Operating Expenses for the Operating Year in question are less than the amount set forth as the annual Operating Expenses on the annual statement delivered to Tenant by at least five percent (5%), then Landlord shall pay the reasonable costs of such examination and audit. If, pursuant to the provisions audit, the payments made for such Operating Year by Tenant exceed Tenant's required payment on account thereof for such Operating Year, Landlord shall credit the amount of overpayment against subsequent obligations of Tenant with respect to Operating Expenses (or promptly refund such overpayment if the Term of this Lease has ended and Tenant has no further obligation to Landlord); but, if the payments made by Tenant for such Operating Year are less than Tenant's required payment as established by the examination and audit, Tenant shall pay the deficiency to Landlord within thirty (30) days after conclusion of the examination and audit, and the obligation to make such payment for any period within the Term shall survive expiration of the Term. If Tenant does not elect to exercise its right to examine and audit Landlord's books and records for any Operating Year within the time period provided for by this paragraph, Tenant shall have the right, at Tenantno further right to challenge Landlord's cost and expense, to examine all documentation and calculations prepared in the determination statement of Operating Expenses Allocable to the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlord. (7) If, Tenant performs any such audit, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregate, then Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00). (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject to the provisions of this paragraph, Tenant shall have the right, at Tenant's cost and expense, right to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable cause a reputable -------------------- nationally recognized accounting firm to the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant pertaining to this Section 2.6.1 with respect to any Operating Expenses for the immediately prior calendar year or fiscal year, provided that Tenant notifies Landlord in writing of Tenant's intention to exercise such audit right within ninety (90) days after receipt of the relevant annual statement described in Section 5.c., actually begins such audit within thirty (30) days after such notice from Tenant (but in no event earlier than ten (10) Business Days (as applicabledefined below) after such notice) and diligently pursues such audit to completion. ▇▇▇▇▇▇▇▇ agrees to make available to ▇▇▇▇▇▇'s auditors, it is finally determined at the Buildings or at Landlord's office in the State of California, the books and records relevant to the audit for review and copying, but such books and records may not be removed from ▇▇▇▇▇▇▇▇'s location. Tenant shall promptly deliver to Landlord a copy of the report or other documentation prepared by ▇▇▇▇▇▇'s auditors upon completion of the audit. Tenant shall bear all costs of such audit, except that: , if the audit (ias conducted and certified by ▇▇▇▇▇▇'s nationally recognized accounting firm) Tenant has made shows an overpayment on account aggregate overstatement of Operating Expenses Allocable of more than five percent (5%), and ▇▇▇▇▇▇▇▇'s auditors concur in such findings (or, in the absence of such concurrence, such overstatement is ultimately confirmed by dispute resolution), then Landlord shall bear Tenant's costs of the audit, such payment to the Premises or be made by Landlord within thirty (30) days of Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration receipt of the term of this Lease, Landlord shall promptly refund to Tenant invoice (with reasonably satisfactory supporting documentation) for such costs. If the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made agreed or confirmed audit shows an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may beby ▇▇▇▇▇▇, Tenant shallshall pay to Landlord, within thirty (30) days of such determinationafter the audit is agreed to or confirmed, pay such underpayment the amount owed to Landlord. (7) If, Tenant performs any such auditand, it is determined that Landlord has overcharged Tenant on account if the agreed or confirmed audit shows an overpayment of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premisesby ▇▇▇▇▇▇, as the case may be, by more than five percent (5%) in the aggregate, then Landlord shall reimburse Tenant for such overpayment within thirty (30) days after the reasonable out-of-pocket costs incurred by Tenant audit is agreed to or confirmed. As used in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00)this Lease, a "Business Day" is Monday through Friday, excluding state or federal holidays. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject Provided that (a) no Default exists under this Lease beyond applicable cure periods, and (b) Tenant delivers to Landlord written notice of ▇▇▇▇▇▇’s desire to review Landlord’s books and records related to Direct Expenses within six (6) full months after Landlord’s delivery of the provisions of this paragraphStatement, then Tenant shall have the right(but not any subtenant) may, at Tenant's its sole cost and expense, to examine all documentation expense and calculations prepared in the determination of Operating Expenses Allocable to the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year time per calendar year, upon prior written notice and during the hours of 9:00 a.m. to 5:30 p.m. from Monday to Friday at a time and place within the county in which the Premises is located and reasonably acceptable to Landlord, cause a certified public accountant or professional equivalent or by an independent, nationally recognized accounting firm or a local accounting firm (not hired on a contingency basis) reasonably acceptable to Landlord to audit Landlord’s records relating to Direct Expenses for the Expense Year being contested and the Base Year (provided the Base Year may only be audited one time). Any right of Tenant to review ▇▇▇▇▇▇▇▇’s books and records and/or to object to Landlord’s determination of Direct Expenses is deemed void unless Tenant completes and delivers the audit to Landlord within sixty (60) days after the date Landlord advises makes Landlord’s complete books and records available for ▇▇▇▇▇▇’s review as described herein. In the event Landlord, in good faith, disputes the results of any such audit, the parties shall in good faith attempt to resolve any disputed items. If Landlord and Tenant are not able to resolve such dispute, final settlement shall be made by a mutually satisfactory independent third party certified public accountant. The parties shall share the cost of the actual independent third-party certified public accountant, except if Tenant’s audit (if accepted by Landlord) or the third-party audit (if Landlord contests Tenant’s audit) shows that the amount of Landlord's Operating Direct Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. was five percent (5%) As a condition or more than the amount that such audit reveals should have been determined, Landlord shall reimburse to performing any Tenant, within forty-five (45) days of receipt of Tenant’s certificate setting forth such examinationamount, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings Tenant’s costs incurred in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel ▇▇▇▇▇▇’s audit and advisors who have ▇▇▇▇▇▇’s portion of the need to know such information in order to provide Tenant with advice in connection with such costs for the third-party audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after . If the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except shows that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of Direct Expenses was greater than the amount that such overpayment audit reveals should have been determined, unless Landlord reasonably contests the audit, Landlord will refund the excess amount to Tenant within forty-five (45) days after ▇▇▇▇▇▇▇▇ receives a copy of the audit report. If the audit shows that the amount of Direct Expenses was less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to than the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may beamount that such audit reveals should have been determined, Tenant shall, will pay to Landlord within thirty forty-five (3045) days of such determination, pay such underpayment to Landlord. (7) Ifas Additional Rent, the difference between the amount Tenant paid and the amount determined in the audit. Pending resolution of any audit, Tenant performs any such audit, it is determined that will continue to pay to Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) amounts provided in the aggregateEstimate Statement pursuant to Section 4.4.2 of the Lease. Except as required by law, then Landlord shall reimburse Tenant must keep all information it obtains in any audit strictly confidential and may only use such information for the reasonable out-of-pocket costs incurred by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00)limited purpose described herein. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject If Tenant disputes any amounts set forth in a statement provided by Landlord to the provisions of this paragraphTenant hereunder regarding Operating Expenses and Real Estate Taxes, Tenant shall have the right, at Tenant's cost and ’s sole expense, to examine all documentation notify Landlord in writing, not later than ninety (90) days following receipt of such statements provided by Landlord, that Tenant disputes such statement(s) and calculations prepared that it intends to audit Landlord’s books and records in the determination of Operating Expenses Allocable respect to the Premises and Landlord's Tax Expenses Allocable calendar year which is the subject of the statement (the “Audit Notice”). If Tenant fails to give Landlord the Premises Audit Notice on or before such ninety (as defined in Section 2.7 below90) (Collectivelyday period, the "Total Expenses"): (1) Such documentation and calculation statements for the applicable calendar year shall be made available to final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct. Such audit shall be conducted on a non-contingency fee basis by an independent certified public accountant designated by Tenant, which accountant is reasonably approved by Landlord (“Qualified Person”). The audit shall take place at the offices of Landlord where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, are located (provided that such location is in the same metropolitan area as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may beotherwise, Landlord shall credit make such overpayment against records available electronically) at a mutually convenient time during Landlord’s regular business hours. No subtenant shall have any right to conduct an audit, and no assignee shall conduct an audit for any period during which such assignee was not the next installment(stenant under the Lease. Tenant agrees that the results of any audit under shall be kept strictly confidential by Tenant and shall not be disclosed to any other person or entity (other than Tenant’s accountants, attorneys and advisors) except as required by law. Any overpayments by Tenant shall be credited or refunded as provided herein, and any underpayments shall be paid to Landlord. All costs and expenses of Annual Fixed Rent thereafter payable any such audit shall be paid by Tenant, except that if such overpayment is determined after audit shows that the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlord. (7) If, Tenant performs any such audit, it is determined that Real Estate Taxes so audited was overstated by Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregate), then Landlord shall reimburse Tenant for the reasonable out-of-pocket costs and expenses incurred by Tenant in performing such audit. Notwithstanding anything herein to the contrary, Tenant shall have no right to conduct an audit not or to exceed Five Thousand and 00/100 Dollars ($5,000.00). (8) Any disputes give Landlord notice that it desires to conduct an audit at any time that there is a default beyond any applicable notice, grace or cure period under this Section 2.6.1 relating Lease Agreement. Tenant’s audit rights shall (subject to amounts the timing requirements set forth in excess this paragraph) survive the expiration or earlier termination of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 belowthis Lease.

Tenant’s Audit Right. Subject At the request of Tenant at any time within ninety (90) days after Landlord delivers Landlord’s Statement to Tenant (the provisions of this paragraph“Review Period”), Tenant Tenant, at Tenant’s sole expense, shall have the right, at Tenant's cost and expense, right to examine all documentation Landlord’s books and calculations prepared in the determination of records applicable to Landlord’s Operating Expenses Allocable and Taxes for the period covered by such Landlord’s Statement only, but provided that all books and records for the Base Expense Year and Base Tax Year shall also be provided. Such right to examine Landlord’s books and records shall be exercisable: (i) upon reasonable advance notice to Landlord and at reasonable times during Landlord’s business hours; (ii) only during the ninety (90) day period following Tenant’s receipt of Landlord’s Statement and shall be subject to the Premises following terms and Landlord's Tax Expenses Allocable to the Premises conditions: (as defined in Section 2.7 belowi) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall The review may only be made available to conducted by an independent certified public accountant retained by Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are who is not being paid by Tenant compensated on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Prior to reviewing any of Landlord’s books and records, Tenant has made an underpayment on account and the independent certified public accountant who will perform the review shall have executed a confidentiality agreement in form and substance satisfactory to Landlord in its sole and unrestrained discretion. In the event such review of Landlord’s Operating Expenses Allocable and Taxes for such period discloses that certain items were improperly included in Landlord’s Operating Expenses and Taxes and resulted in an overcharge to the Premises or Landlord's Tax Expenses Allocable to the PremisesTenant, as the case may be, Tenant then Landlord shall, within thirty sixty (3060) days after receipt from the Tenant of such determinationdemand therefor, pay such underpayment to Landlord. (7) If, Tenant performs any such together with a copy of the results of the audit, it is determined that Landlord has overcharged refund to Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregate, then overage. Landlord shall reimburse Tenant for Tenant’s actual audit costs up to a maximum of $2,000 if the reasonable out-of-pocket costs incurred by overcharge to Tenant in performing equals or exceeds ten percent (10%) of the amount actually due. Should Tenant fail to object to any Landlord’s Statement within the applicable Review Period, Tenant shall be conclusively deemed to have approved such audit not Landlord’s Statement and the reconciliation set forth therein, and Tenant expressly waives any further right to exceed Five Thousand object to such Landlord’s Statement or any of the charges set forth therein or to assert any claim arising therefrom. Notwithstanding anything herein to the contrary, Tenant shall pay all installments of Additional Rent as and 00/100 Dollars ($5,000.00)when due. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject to the provisions of this paragraph, Tenant shall have the right, at Tenant's cost and expense, right to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable to the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount conduct an audit of Landlord's Operating Expenses or Landlord's Tax ’s books and records relating to Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Taxes and Insurance Expenses or Landlord's Tax Expenses, as in accordance with the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year following terms and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing companyprovisions, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information delivers written notice of its intent to audit within ninety (i90) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, days after the audit receipt by Tenant of Landlord's books a Final Statement and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit completes such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, audit within thirty (30) days after the date Landlord makes Landlord’s books and records available to Tenant: (i) No Default on the part of such determination, pay such underpayment to LandlordTenant then exists. (7ii) IfTenant shall have the right to have a Qualified Auditor (as defined below) inspect Landlord’s accounting records at Landlord’s office. (iii) The Qualified Auditor shall not be employed or engaged on a contingency basis, in whole or in part. (iv) Prior to commencing the audit, Tenant performs and the auditor shall: (A) if the auditor is not an employee of Tenant, provide Landlord with evidence that the auditor is from a nationally recognized accounting firm and that the individual performing the audit is a certified public accountant (a “Qualified Auditor); (B) each sign a confidentiality letter to be provided by Landlord; and (C) provide Landlord with evidence of the fee arrangement between the auditor and Tenant. (v) The audit shall be limited solely to confirming that the Expenses, Taxes and Insurance Expenses reported in the Landlord’s Statement are consistent with the terms of this Lease. The auditor shall not make any judgments as to the reasonableness of any item of expense and/or the total Expenses, total Taxes, or total Insurance Expenses, nor shall such auditreasonableness be subject to audit except where this Exhibit B specifically states that a particular item must be reasonable. (vi) If Tenant’s auditor finds errors or overcharges in the Final Statement that Tenant wishes to pursue, then within the time period set forth above Tenant shall advise Landlord thereof in writing with specific reference to claimed errors and overcharges and the relevant Lease provisions disqualifying such expenses. Landlord shall have .a reasonable opportunity to meet with Tenant’s auditor (and any third auditor selected as provided below, if applicable) to explain its calculation of Expenses, Taxes, or Insurance Expenses, it is determined being the understanding of Landlord and Tenant that Landlord intends to operate the Building as a first-class office building with services at or near the top of the market. If Landlord agrees with said findings, appropriate rebates or charges shall be made to Tenant. If Landlord does not agree, Landlord shall engage its own auditor to review the findings ,of Tenant’s auditor and Landlord’s books and records. The two (2) auditors and the parties shall then meet to resolve any difference between the audits. (vii) If agreement cannot be reached within two (2) weeks thereafter, then the auditors shall together select a third auditor (who shall be a Qualified Auditor not affiliated with and who does not perform services for either party or their affiliates) to which they shall each promptly submit their findings in a final report, with copies submitted simultaneously to the first two (2) auditors, Tenant and Landlord. Within two (2) weeks after receipt of such findings, the third auditor shall determine which of the two reports best meets the terms of the Lease, which report shall become the “Final Finding”. The third auditor shall not have the option of selecting a compromise between the first two auditors’ findings, nor to make any other finding. (viii) If the Final Finding determines that Landlord has overcharged Tenant, Landlord shall credit Tenant on account toward the payment of Operating additional Rent next due and payable under this Lease the amount of such overcharge. If the Final Finding determines that Tenant was undercharged, then within thirty (30) days after the Final Finding, Tenant shall reimburse Landlord the amount of such undercharge. (ix) If the Final Finding results in a determination that Landlord overstated the total amount charged to Tenant for Expenses, Taxes or Insurance Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in for the aggregatecalendar year subject to the audit, then Landlord shall pay its own audit costs and reimburse Tenant for its costs associated with said audits. If the reasonable outFinal Finding results in a credit to Tenant of less than five percent (5%) of Tenant’s Share of the Expenses, Taxes or Insurance Expenses for the calendar year subject to the audit (or in a determination that Tenant underpaid Expense for such year), Tenant shall pay its own costs and shall reimburse Landlord for Landlord’s costs associated with said audits. In all other events, each party shall pay its own audit costs, including one-ofhalf (1/2) of the cost of the third auditor. THIS WORK AGREEMENT (this “Work Agreement”) is attached to and made a part of that certain Lease (the “Lease”) between CA-pocket costs incurred by Tenant MISSION STREET LIMITED PARTNERSHIP (“Landlord”) and FORGEROCK, INC., a Delaware corporation (“Tenant”). All capitalized terms used but not defined herein shall have the respective meanings given such terms in performing such audit not to exceed Five Thousand the Lease. This Work Agreement sets forth the terms and 00/100 Dollars ($5,000.00). (8) Any disputes under this Section 2.6.1 conditions relating to amounts the construction of Tenant Improvements (defined below) in excess the Premises. For purposes of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 belowthis Work Agreement, the term “Premises” includes the Deferred Space.

Tenant’s Audit Right. Subject to the provisions of this paragraph, Tenant shall have the right, at Upon Tenant's cost and expense, to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable to the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a ’s written request from Tenant to make such examination. given not more than ninety (290) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement days after Tenant’s receipt of the actual amount of Landlord's Operating Expenses or Landlord's Common Area Maintenance, Tax Expensesand Insurance Statement, Landlord shall furnish Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of with such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings reasonable supporting documentation in connection with such examination; providedsaid Common Area Maintenance Costs, however, that Taxes and Insurance as Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, reasonably request. Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund provide said information to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days after Tenant’s written request therefor. Within ninety (90) days after receipt of the Common Area Maintenance, Tax and Insurance Statement by Tenant (the “Review Period”), if Tenant disputes the amount of Additional Rent set forth in the Common Area Maintenance, Tax and Insurance Statement, an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm which has previous experience in reviewing financial operating records of landlords of comparable buildings, (B) shall not have provided primary accounting and/or lease administration services to Tenant in the past three (3) years, and (C) is not working on a contingency fee basis) designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Common Area Maintenance, Tax and Insurance Statement at Landlord’s corporate offices, provided that Tenant is not in default under the Lease (subject to the applicable notice and cure periods). In connection with such inspection, Tenant and Tenant’s agents must agree in advance to abide by Landlord’s reasonable rules and procedures regarding such inspection, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Such inspection shall be completed in a timely manner but no later than thirty (30) days after the date Tenant’s accountant commences such inspection. Any audit report prepared by Tenant’s auditors shall be delivered concurrently to Landlord and Tenant within such thirty (30) day period. Tenant’s failure to dispute the amount of Additional Rent set forth in any Common Area Maintenance, Tax and Insurance Statement within the Review Period shall be deemed to be Tenant’s approval of such determinationstatement and Tenant, pay thereafter, waives the right or ability to dispute the amounts set forth in such underpayment to Landlord. (7) Ifstatement. If after such inspection, Tenant performs any still disputes such auditAdditional Rent, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable a determination as to the Premises proper amount may be made, at Tenant’s option and expense, by an independent certified public accountant who (x) is a member of a nationally or Landlord's Tax Expenses Allocable to regionally recognized accounting firm which has previous experience in reviewing financial operating records of landlords of comparable buildings, (y) is not working 151177627 v8 on a contingency fee basis and (z) shall be mutually selected by Landlord and Tenant (the Premises, as “Accountant”); provided that if such determination by the case may be, Accountant proves that Additional Rent for the applicable Expense Year were overstated by more than five percent (5%) in the aggregate), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord. In addition, if such audit reveals that Landlord has over-charged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant for the reasonable outamount of such over-ofcharge. If the audit reveals that the Tenant was under-pocket costs incurred charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees that this Section 7 shall be the sole method to be used by Tenant to dispute the amount of any Common Area Maintenance Costs, Taxes and Insurance payable or not payable by Tenant pursuant to the terms of the Lease, and Tenant hereby waives any other rights at law or in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00). (8) Any disputes under this Section 2.6.1 equity relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.thereto. 151177627 v8

Tenant’s Audit Right. Subject Tenant will have the right to inspect and audit Landlord’s books and records with respect to Operating Costs, Taxes and Insurance following its receipt of an Operating Costs, Tax and Insurance Statement (a “Tenant Audit”), provided that Tenant provides Landlord not less than 10 days’ prior notice of Tenant’s intention to conduct such Tenant Audit, which notice must be delivered to Landlord on or before the provisions date that is 180 days after Tenant’s receipt of this paragraphthe applicable Operating Costs, Tax and Insurance Statement (including an Operating Costs, Tax and Insurance Statement received after the expiration or earlier termination of the Term). In the event Tenant does not give Landlord notice of its election to conduct a Tenant Audit within such 180 day period, the terms and amounts set forth in such Operating Costs, Tax and Insurance Statement will be conclusive and final, and Tenant shall have no further right to conduct a Tenant Audit with respect to such Operating Costs, Tax and Insurance Statement or the rightOperating Costs, at Taxes and Insurance related thereto. Tenant may only use a private accounting firm retained on an hourly or fixed fee basis or Tenant's cost and expense, ’s internal accounting staff to examine all conduct a Tenant Audit; in no event may Tenant use any auditor paid on a contingency fee or result based basis. If the conclusion of the Tenant Audit (which conclusion must be reasonably supported by the documentation and calculations prepared reviewed in connection with the determination of Operating Expenses Allocable to Tenant Audit) reveals that the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available amount charged by Landlord to Tenant at for Operating Costs, Taxes and Insurance was greater than Tenant’s Proportionate Share of actual Operating Costs, Taxes and Insurance, Landlord will credit against Rent next coming due after the offices where completion of the Tenant Audit (or if the Term has expired, Landlord keeps will pay to Tenant within 30 days after the completion of the Tenant Audit) the amount due to Tenant based on such records during normal business hours within a reasonable time after difference, and if such conclusion of the Tenant Audit is that the amount charged by Landlord receives a written request to Tenant for Operating Costs, Taxes and Insurance was less than Tenant’s Proportionate Share of actual Operating Costs, Taxes and Insurance, Tenant will pay to Landlord the amount due from Tenant based on such difference within 30 days after the completion of the Tenant Audit. Unless the Tenant Audit shows that the amount charged by Landlord to make such examination. (2) Having previously made such examination in respect of any period Tenant for which Landlord has given Tenant a statement Operating Costs, Taxes and Insurance was greater by 3% or more than Tenant’s Proportionate Share of the actual amount of Landlord's Operating Expenses or Landlord's Tax ExpensesCosts, Taxes and Insurance, Tenant may not thereafter make will be responsible for its own costs and expenses related to the Tenant Audit. If a subsequent examination of Landlord's Tenant Audit shows that the amount charged by Landlord to Tenant for Operating Expenses Costs, Taxes and Insurance was greater by 3% or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant Tenant’s Proportionate Share of the actual amount of Landlord's Operating Expenses or Landlord's Tax ExpensesCosts, as the case may beTaxes and Insurance, in respect of such calendar year or fiscal year Landlord will be responsible for its own costs and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) expenses related to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books Audit and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlord. (7) If, Tenant performs any such audit, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregate, then Landlord shall will reimburse Tenant for the actual and reasonable out-of-pocket costs incurred charged by the accounting fee retained by Tenant, if any, to conduct the Tenant Audit. A permitted assignee of Tenant’s interest in performing the Lease may conduct a Tenant Audit, but only with respect to Operating Costs, Tax and Insurance Statements delivered after the effective date of the applicable assignment of the Tenant’s interest in the Lease. No subtenant of the Premises will be permitted to conduct a Tenant Audit, but Tenant may conduct the Tenant Audit hereunder for the benefit of such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00)subtenant in connection with the conduct of its own audit. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject to In the provisions of this paragraph, event Tenant shall have the right, at Tenant's cost and expense, to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable to the Premises and has a good faith belief that Landlord's Tax Expenses written statement of Actual Costs Allocable to the Premises (as defined described in Section 2.7 belowArticle 9;4 above) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available contains charges to Tenant at that are not permitted under the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement terms of the actual amount Lease, it shall provide Landlord with reasonably detailed reasons in writing for its objection to any charge or alleged error within ninety (90) days of Landlordreceiving such statement. Landlord shall within thirty (30) days thereafter either adjust such statement in response to such objection(s) and credit any overpayment to Tenant as aforesaid or in the alternative notify Tenant in writing that it believes that Tenant's Operating Expenses or Landlord's Tax Expensesobjection is without merit. Not later than twenty (20) days after the expiration of the thirty (30) day period described in the immediately preceding sentence, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as shall have the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides right to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. employ an independent certified public accountant who shall have at lease five (5) As a condition to performing any such examinationyears experience in the field of passthrough audits for commercial office buildings in the metropolitan Washington, Tenant and its examiners D.C. area, which certified public accountant shall be required to execute and deliver reasonably acceptable to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential (provided that such certified public accountant is not any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers employee of Tenant and (iii) is not compensated on a contingency fee basis). Such certified public accountant shall have the right to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the inspect and audit by Tenant of Landlord's books and records pursuant relating to this Section 2.6.1 with respect to any the calendar year or fiscal yearto which the statement relates. If Tenant elects to employ such accountant, as applicableTenant shall provide Landlord not less than five (5) business days notice of the date on which the accountant desires to examine Landlord's books and records during regular business hours. Prior to the performance of such audit, it is finally determined that: (i) Tenant has made and such approved certified public accountant each shall execute Landlord's form of non-disclosure agreement providing that the information disclosed in connection with such audit be kept confidential. Tenant shall cause the results of such audit to be communicated in writing to Landlord. If Landlord does not agree with the audit submitted by Tenant, Landlord's accountant and the accountant designated by Tenant shall endeavor to resolve any differences. If such parties are unable to agree, Landlord and Tenant shall select an overpayment independent certified public accountant who satisfies the criteria set forth above. Such jointly selected accountant, after executing Landlord's form of non-disclosure agreement, shall make an independent audit. the results of which shall be binding on Landlord and Tenant. If such audit shows that the amounts paid by Tenant to Landlord on account of Operating Expenses Allocable increases in such charges exceeded the amounts to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, which Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Leasewas entitled hereunder, Landlord shall promptly refund to Tenant credit the amount of such overpayment less any excess against Tenant's next due Rent payment. If such audit shows that the amounts then due from paid by Tenant to Landlord; and (ii) Tenant has made an underpayment Landlord on account of Operating Expenses Allocable increase in such charges were less than the amounts to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may bewhich Landlord was entitled hereunder, Tenant shall, shall pay to Landlord the amount of such shortfall within thirty (30) days of the date Tenant is notified of the error. Except as otherwise expressly provided below, all costs and expenses of Tenant's audit (including without limitation reasonable copying charges) shall be paid by Tenant. In addition Tenant shall be responsible for the costs incurred in connection with the third accountant (including without limitation reasonable copying charges) unless such determination, pay such underpayment audit discloses that the amounts paid by Tenant to Landlord. (7) If, Tenant performs any such audit, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable exceeded the amounts to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, which Landlord was entitled by more than five percent (5%) ), in the aggregate, then which event Landlord shall promptly reimburse Tenant for the reasonable out-of-pocket costs and expenses incurred by Tenant in performing connection with Tenant's audit and such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00)third audit. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject Unless Tenant takes exception by written notice to the provisions Landlord within thirty (30) days after Landlord provides any Statement to Tenant, such Statement shall be considered final and binding on Tenant (except as to additional Building Direct Expenses not then known or omitted by error). Pending resolution of this paragraphany such exceptions, Tenant shall have the right, at pay Tenant's cost and expense, to examine all documentation and calculations prepared ’s Share of Building Direct Expenses in the determination amount shown on such Statement, subject to credit, refund or additional payment after any such exceptions are resolved. If Tenant takes exception to any Statement within such 30-day period, then an independent certified public accountant (which accountant is a member of Operating Expenses Allocable a nationally recognized accounting firm and is not working on a contingency fee basis), designated and paid for by Tenant (“Tenant’s Accountant”), may, after reasonable notice to Landlord and at reasonable times during business hours during that period which is thirty (30) days following Tenant’s exception notice, inspect Landlord’s records with respect to the Premises subject Statement at Landlord’s offices, provided that Tenant is not then in breach or default under this Lease and Landlord's Tax Expenses Allocable Tenant has paid all amounts required to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant paid under the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any Statement. In connection with such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examinationinspection, Tenant and its examiners shall be required Tenant’s agents (including, without limitation, Tenant’s Accountant) must agree in advance to execute follow Landlord’s reasonable rules and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant procedures regarding inspections of Landlord's books ’s records, and records pursuant shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to this Section 2.6.1 with respect take exception to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, Statement within thirty (30) days of Tenant’s receipt of such determinationStatement, pay or to complete inspection of Landlord’s records with respect to such underpayment Statement within thirty (30) days following Tenant’s exception notice, shall be deemed to Landlord. (7) Ifbe Tenant’s approval of such Statement, and Tenant thereafter waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant performs any still disputes such auditStatement, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable a determination as to the Premises or proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (“Landlord's Tax ’s Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by Landlord’s Accountant proves that Building Direct Expenses Allocable to the Premises, as the case may be, were overstated by more than five percent (5%) in the aggregate), then Landlord the cost of Landlord’s Accountant and the cost of such determination shall reimburse be paid for by Landlord. Tenant for hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the reasonable out-of-pocket costs incurred amount of Building Direct Expenses payable by Tenant shall be as set forth in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00). (8) Any disputes under this Section 2.6.1 relating 4.4.2, and Tenant hereby waives any and all other rights pursuant to amounts in excess applicable law to inspect such books and records and/or to contest the amount of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved Building Direct Expenses payable by arbitration under Section 8.31 belowTenant.

Tenant’s Audit Right. Subject to the provisions of this paragraphSection 6.4, Tenant shall have the right, at Tenant's ’s cost and expense, to examine all documentation and calculations prepared in the determination of the Tenant’s Expense Share and Tenant’s Tax Share: (a) Tenant shall have the right to make such examination no more than once in respect of any period in which Landlord has given Tenant a Year End Statement of the actual amount of Operating Expenses Allocable and Real Estate Taxes. Tenant shall have no right to examine all documentation and calculations pursuant to this Section 6.4 unless Tenant has paid the Premises and Landlord's Tax Expenses Allocable to amount shown on the Premises Year End Statement. Tenant shall exercise such right by giving Landlord written notice (as defined the “Documentation Request”) no more than twelve (12) months after Landlord gives Tenant a Year End Statement in Section 2.7 below) respect of such period (Collectively, the "Total Expenses"):“Documentation Request Due Date”). (1b) Such documentation and calculation calculations shall be made available to Tenant at the offices in the Greater Boston area where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Documentation Request. Landlord shall notify Tenant to make (the “Documentation Availability Notice”) when such documents and calculations are available for examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4c) Such examination (the “Examination”) may be made only by Tenant's employeesa reputable certified public accounting firm licensed to do business in the jurisdiction where the Project is located, internal or such other real estate firm with sufficient experience reviewing operating expense statements and accounting departmentfor comparable buildings in Boston, outside accountants or other professional auditing company, provided Massachusetts. In no event shall Tenant use any such outside accountants and/or auditing company are not examiner who is being paid by Tenant on a contingent fee basis. (5d) As a condition to performing any such examinationExamination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit Kreasonably acceptable to Landlord and Tenant, agreeing to keep confidential any information which it discovers about Landlord or the Buildings Project in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6e) Provided that the Landlord provides reasonable access to all documentation necessary to conduct the Examination, the Examination shall be commenced within forty-five (45) days after Landlord delivers the Documentation Availability Notice and shall be concluded within one hundred twenty (120) days of its commencement. (f) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 Examination with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (ia) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises Tenant’s Expense Share or Landlord's Tenant’s Tax Expenses Allocable to the Premises, as the case may beShare, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this LeaseTerm, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and or (iib) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises Tenant’s Expense Share or Landlord's Tenant’s Tax Expenses Allocable to the Premises, as the case may beShare, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlord. ; and (7c) Ifif the amount of the Tenant’s Expense Share and Tenant’s Tax Share, Tenant performs any such audit, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregate, then was overstated by more than four percent (4%), Landlord shall reimburse Tenant for the pay Tenant’s reasonable out-of-pocket costs incurred by Tenant in performing cost for such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00)audit. (8) Any disputes under g) Time is of the essence of the provisions of this Section 2.6.1 relating 6.4. Should Tenant fail to give Landlord the Documentation Request by the Documentation Request Due Date, then in any such case Tenant shall have no further right to question said Operating Expenses or Real Estate Taxes, and the amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may shown on the applicable Year End Statement shall be resolved by arbitration under Section 8.31 belowfinal as between the parties.

Tenant’s Audit Right. Subject Provided that Tenant delivers written notice of its intent to audit within ninety (90) days after receipt by Tenant of Landlord's Cost Statement and completes such audit within one hundred and twenty (120) days after the provisions date of this paragraphthe notice of intent to audit, Tenant shall have the right, at Tenant's cost right to conduct a reasonably and expense, to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable to the Premises and Landlord's Tax Expenses Allocable to the Premises (as specifically defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant relating to this Section 2.6.1 with respect to any Operating Costs during the prior calendar year in accordance with the following terms and provisions: (a) Tenant shall not then be in default in its obligations under this Lease. (b) Tenant shall have the right to have an employee of Tenant or fiscal a Qualified Auditor inspect Landlord's accounting records at Landlord's office no more than once per calendar year. (c) Neither the employee of Tenant nor the Qualified Auditor shall be employed or engaged on a contingency basis, as applicablein whole or in part. (d) Prior to commencing the audit, it is finally determined thatTenant and the auditor shall: (i) provide Landlord with evidence that the auditor is from a nationally recognized accounting firm or one of the top five (5) accounting firms in the Seattle metropolitan area and that the individual performing the audit is a certified public accountant (a "Qualified Auditor"); (ii) each sign a confidentiality letter to be provided by ▇▇▇▇▇▇▇▇, consistent with the provisions of this Section 4.8; (iii) provide a ----------- signed representation certified by the auditor's chief financial officer, chief executive officer or managing partner (or equivalent) that such auditing firm is acting as an independent accountant in the conduct of the audit; and (iv) provide Landlord with a full copy of all written instructions and engagement letters between the auditor and Tenant. (e) The audit shall be limited solely to: (i) confirming that the Operating Costs reported in the Landlord's Cost Statement are consistent with ▇▇▇▇▇▇▇▇'s books and records; (ii) confirming that Landlord has reasonable support for the expenses and items of expenses as reported by Landlord in the Landlord's Cost Statement; (iii) confirming that Landlord has not accidentally or fraudulently charged the same item of expenses on a duplicate basis to the Project; (iv) confirming that Landlord has not charged any item specifically excluded from Operating Costs in this Lease; (v) reviewing the procedure for gross-up to confirm that it is consistent with the terms of this Lease relative to such procedures; and (vi) confirming that Tenant has made an overpayment on account been properly allocated Tenant's Proportionate Share of Operating Expenses Allocable Costs. The auditor shall not make any judgments as to the Premises reasonableness of any item of expense and/or the total Operating Costs of the Project, nor shall such reasonableness be subject to audit. (f) If ▇▇▇▇▇▇'s auditor finds errors or over or under charges in Landlord's Tax Expenses Allocable Cost Statement, said findings must be immediately and simultaneously reported to both Landlord and Tenant, with full written support for such findings and specific reference to the Premisesrelevant Lease provisions disqualifying such expenses, as if applicable. If ▇▇▇▇▇▇▇▇ agrees with said findings, appropriate rebates or charges shall be made to Tenant in accordance therewith. If Landlord does not agree, Landlord shall engage its own auditor to review the case findings of ▇▇▇▇▇▇'s auditor and Landlord's books and records. The two auditors shall then meet to resolve any difference between the audits. If agreement cannot be reached within two (2) weeks after the auditors' initial meeting, then the auditors shall together select a third auditor (who shall be a Qualified Auditor) to which they shall each promptly submit their findings in a final report, with copies submitted simultaneously to the first two auditors, Tenant and Landlord. The third auditor shall leave submitted findings unopened for a period of two (2) weeks, during which time Landlord and Tenant may beattempt to reach a negotiated settlement. If no settlement is reached, then within fifteen (15) days following the completion of such two-week period, the third auditor shall determine which of the two reports best meets the terms of this Lease, which report shall become the "Final Finding." The third auditor shall not have the option of selecting a compromise between the first two auditors' findings, nor to make any other finding. (g) If the Final Finding determines that Landlord has overcharged Tenant, Landlord shall credit such overpayment against Tenant toward the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration payment of the term of Base Rent next due and payable under this Lease, Landlord shall promptly refund to Tenant Lease the amount of such overpayment less any amounts overcharge. If the Final Finding determines that Tenant was undercharged, then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days after the Final Finding, Tenant shall reimburse Landlord the amount of such determination, pay such underpayment to Landlordundercharge. (7h) If, If the Final Finding results in a credit to Tenant performs any such audit, it is determined that Landlord has overcharged Tenant on account in excess of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five three percent (53%) in of Tenant's Proportionate Share of the aggregatetotal Operating Costs, then Landlord shall pay its own audit costs and reimburse Tenant for its costs associated with said audits. If the reasonable out-of-pocket Final Finding results in a credit to Tenant of less than one percent (1%) of Tenant's Proportionate Share of the total Operating Costs, Tenant shall pay its own costs incurred by Tenant in performing such and reimburse Landlord for its costs associated with said audits. In all other events, each party shall pay its own audit not to exceed Five Thousand and 00/100 Dollars costs, including one half ($5,000.00)1/2) of the cost of the third auditor. (8) Any disputes under this Section 2.6.1 relating i) The results of any audit of Operating Costs hereunder shall be treated by ▇▇▇▇▇▇, all auditors, and their respective employees and agents as confidential, and shall not be discussed with nor disclosed to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved any third party, except to the extent otherwise required by arbitration under Section 8.31 belowlaw or judicial process.

Tenant’s Audit Right. Subject to the provisions of this paragraph, Tenant shall have the right, at Tenant's cost right to conduct an audit of Landlord’s books and expense, records relating to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable in accordance with the following terms and provisions, provided that Tenant delivers written notice of its intent to audit within ninety (90) days after receipt by Tenant of Landlord’s Statement and completes such audit within one hundred twenty (120) days after the Premises and Landlord's Tax Expenses Allocable date of Tenant’s notice of intent to audit: (i) No event of default is outstanding with respect to payment of Base Rent or additional Rent. (ii) Tenant shall have the Premises right to have an employee of Tenant or a Qualified Auditor (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant inspect Landlord’s accounting records at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examinationLandlord’s office no more than once per calendar year. (2iii) Having previously made such examination Neither the employee of Tenant nor the Qualified Auditor shall be employed or engaged on a contingency basis, in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses whole or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same periodin part. (3iv) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of Prior to commencing the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examinationaudit, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information auditor shall: (i) to if the auditor is not as employee of Tenant's employees, counsel provide Landlord with evidence that the auditor is from a nationally recognized accounting firm and advisors who have that the need to know such information in order to provide Tenant with advice in connection with such audit, individual performing the audit is a certified public accountant (a “Qualified Auditor”); (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant each sign a confidentiality letter to be provided by Landlord; and (iii) to provide Landlord with evidence of the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceedingfee arrangement between the auditor and Tenant. (6v) IfThe audit shall be limited solely to confirming that the Operating Expenses reported in the Landlord’s Statement are consistent with the terms of this Lease. The auditor shall not make any judgments as to the reasonableness of any item of expense and/or the total Operating Expenses, after nor shall such reasonableness be subject to audit except where this Lease specifically states that a particular item must be reasonable. (vi) If Tenant’s auditor finds errors or overcharges in Landlord’s Statement that Tenant wishes to pursue, then within the audit by time period set forth above Tenant shall advise Landlord thereof in writing with specific reference to claimed errors and overcharges and the relevant Lease provisions disqualifying such expenses. Landlord shall have a reasonable opportunity to meet with Tenant’s auditor (and any third auditor selected hereinbelow, if applicable) to explain its calculation of Operating Expenses, it being the understanding of Landlord and Tenant that Landlord intends to operate the Building as a first-class office building with services at or near the top of the market. If Landlord agrees with said findings, appropriate rebates or charges shall be made to Tenant. If Landlord does not agree, Landlord shall engage its own auditor to review the findings of Tenant’s auditor and Landlord's ’s books and records pursuant records. The two (2) auditors and the parties shall then meet to this Section 2.6.1 resolve any difference between the audits. (vii) If agreement cannot be reached within two (2) weeks thereafter, then the auditors shall together select a third auditor (who shall be a Qualified Auditor not affiliated with respect and who does not perform services for either party or their affiliates) to any calendar year or fiscal yearwhich they shall each promptly submit their findings in a final report, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable with copies submitted simultaneously to the Premises or first two (2) auditors. Tenant and Landlord's Tax Expenses Allocable . Within two (2) weeks after receipt of such findings, the third auditor shall determine which of the two reports best meets the terms of this Lease, which report shall become the “Final Finding”. The third auditor shall not have the option of selecting a compromise between the first two auditors’ findings, nor to make any other finding. (viii) If the Premises, as the case may beFinal Finding determines that Landlord has overcharged Tenant, Landlord shall credit such overpayment against Tenant toward the payment of additional Rent next installment(s) of Annual Fixed Rent thereafter due and payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of under this Lease, Landlord shall promptly refund to Tenant Lease the amount of such overpayment less any amounts overcharge. If the Final Finding determines that Tenant was undercharged, then due from Tenant to Landlord; and within twenty (ii20) Tenant has made an underpayment on account of Operating Expenses Allocable to days after the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may beFinal Finding, Tenant shall, within thirty (30) days shall reimburse Landlord the amount of such determination, pay such underpayment to Landlordundercharge. (7ix) If, Tenant performs any such audit, it is determined If the Final Finding results in a determination that Landlord has overcharged Tenant on account of overstated Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in of Tenant’s Share of the aggregateOperating Expense for the calendar year subject to the audit, then Landlord shall pay its own audit costs and reimburse Tenant for its costs associated with said audits. If the reasonable out-of-pocket Final Finding results in a credit to Tenant of less than one percent (1%) of Tenant’s Share of the Operating Expenses for the calendar year subject to the audit (or in a determination that Tenant underpaid Operating Expense for such year), Tenant shall pay its own costs incurred by Tenant in performing such and shall reimburse Landlord for Landlord’s costs associated with said audits. In all other events, each party shall pay its own audit not to exceed Five Thousand and 00/100 Dollars costs, including one half ($5,000.00)1/2) of the cost of the third auditor. (8) Any disputes under this Section 2.6.1 relating x) The results of any audit of Operating Expenses hereunder shall be treated by Tenant, all auditors, and their respective employees and agents as confidential, and shall not be discussed with nor disclosed to amounts any third party, except for disclosures required by applicable law, court rule or order or in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by connection with any litigation or arbitration under Section 8.31 belowinvolving Landlord or Tenant.

Tenant’s Audit Right. Subject to the provisions Within one hundred eighty (180) days after receipt of this paragrapha Statement (“Audit Period”), Tenant shall have the rightbe entitled, upon no less than twenty (20) business days written notice to Landlord and during business hours at Tenant's cost and expenselandlord’s office or such other place as landlord shall reasonably designate, to inspect and examine all documentation those books and calculations prepared in records of Landlord relating to the determination of Operating Direct Expenses Allocable and/or Electricity Costs for the Expense Year for which the Statement was prepared. In no event, unless expressly agreed by Landlord, shall Tenant have the right to the Premises and review Landlord's Tax ’s tax returns or other books or records which would not otherwise pertain to Direct Expenses Allocable to the Premises (and/or Electricity Costs, as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation applicable. The inspection of Landlord’s records shall be made available to performed by an independent, certified public accounting firm with real estate and leasing experience (“Qualified Firm”). Tenant at agrees and acknowledges that the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. selected Qualified Firm shall neither (2a) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant base its fee on a contingent fee basis. contingency arrangement, nor (5b) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings employ directly in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice audit any individual previously employed in connection with such audit, (ii) actual the management or proposed successors, assigns, subtenants, lenders or purchasers operation of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration portion of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, Project. The examination must be conducted within thirty (30) days of such determination, pay such underpayment books and records being made available to Tenant (“Examination Period”) and shall be the subject of a confidentiality agreement between Landlord. (7) If, Tenant performs any and such auditQualified Firm. The Qualified Firm shall prepare a report indicating the results of the review (the “Report”). If the Report discloses that the amount of Direct Expenses and/or Electricity Costs, it is determined as applicable, billed to Tenant was incorrect, the appropriate party shall pay the other party the deficiency or overpayment, as applicable, unless Landlord disputes such Report within thirty (30) days after the receipt of such Report by Landlord. If Landlord disputes such Report within such thirty (30) day period, Landlord and Tenant shall agree upon another Qualified Firm to review and verify the Direct Expenses and/or Electricity Costs, as applicable, and provide the results thereof to Landlord and Tenant (the “Reconciliation Audit”) and the determination as set forth in the Reconciliation Audit shall be binding upon Landlord and Tenant. All costs of the audit generating the Report shall be paid by Tenant unless the audit shows that Landlord has overcharged Tenant on account of Operating overstated the aggregate Direct Expenses Allocable to or Electricity Costs in the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Statement by more than five percent (5%) ), in the aggregate, then which case Landlord shall reimburse Tenant for pay the reasonable out-of-pocket costs incurred by Tenant in performing cost and expenses of such audit not to exceed Seven Thousand Five Thousand and 00/100 Hundred Dollars ($5,000.007,500). The exercise by Tenant of its audit rights hereunder shall not relieve Tenant of its obligations to pay prior to the request for and inspection and examination of Landlord’s books and records or permit Tenant the right to audit any other sums with the exception of the amounts set forth in the Statement If Tenant does not elect to exercise its rights to audit during the Audit Period, and/or does not elect to examine the books and records during the Examination Period, then Tenant shall be bound by Landlord’s determination. Additionally, Tenant agrees and acknowledges that the audit right as set forth herein and the review of books and records shall be confidential and, with the exception of Tenant’s auditors and consultants, Tenant shall not disclose or discuss the audit or the results of the audit to any other parties. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject to the provisions of this paragraph, Tenant shall have the right, at Tenant's cost and expense’s cost, to examine all documentation audit, inspect and calculations prepared in copy the determination books and records of Operating Expenses Allocable Landlord with respect to the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available any item of Additional Rent or cost that is passed through to Tenant as follows. Upon receipt by Tenant of the certified statement, Tenant shall have ninety (90) days to notify Landlord in writing of Tenant’s desire to audit, inspect and copy the books and records of Landlord. Upon such written notification by Tenant, Landlord shall provide Tenant with reasonable access to its books and records at the offices where Landlord keeps such records Landlord’s office during normal business hours hours. If Tenant does not provide such written notification to Landlord within a reasonable this ninety (90) day time after period, Tenant shall no longer have any right to Minnetonka, Minnesota audit, inspect and copy the books and records of Landlord receives a written request from with respect to any item of Additional Rent or cost that is passed through to Tenant and shall be deemed to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement approve the accuracy of the actual amount certified statement. Tenant shall not disclose to any person any information obtained in an audit of Landlord's Operating Expenses ’s books and records, except to Tenant’s accountants, attorneys, lenders, employees and partners. If the results of the audit show an over charge to Tenant, Landlord shall credit or Landlord's Tax Expensesrefund to Tenant any over charge within thirty (30) days after completion of the audit. If the results of the audit show an undercharge to Tenant, then Tenant may shall pay the difference within thirty (30) days after Tenant knows of such undercharge. Any audit by Tenant shall not thereafter make a subsequent examination be conducted by any party that is being paid on any type of contingency basis. Any audit, inspection or copying of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, ’s books by Tenant for that same period. (3) Any request for examination in respect of any a calendar year may shall be made no more than completed and the results of the audit provided to Landlord within one (1) year after Landlord advises Tenant the end of the actual amount of Landlord's Operating Expenses calendar year. Any rights Tenant may have to a credit or Landlord's Tax Expenses, as the case may be, in respect of such refund for an over charge for a calendar year or fiscal shall expire one (1) year after the end of the calendar year unless the audit is completed and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, results provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord within this one (1) year time period. If the audit discloses an agreement, overpayment in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or excess of 5% of the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) amount properly chargeable to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlord. (7) If, Tenant performs any such audit, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregate, then Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred cost of the audit. The audit described herein shall be conducted by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00)an auditor selected by Tenant. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject to (a) Provided that an Event of Default is not then occurring under this Lease (nor is any event occurring which, with the provisions passage of this paragraphtime or the giving of notice, or both, would constitute an Event of Default hereunder), Tenant shall have the right, at Tenant's cost and expensewithin ninety (90) days after the delivery of the relevant Reconciliation Statement, to examine all documentation review and calculations prepared in audit Landlord’s books and records regarding such Reconciliation Statement for the determination sole purpose of Operating Expenses Allocable determining the accuracy thereof. Such review or audit shall be performed by or a nationally-recognized certified public accounting firm who shall calculate its fees with respect to the Premises and Landlord's Tax Expenses Allocable to the Premises hours actually worked (as defined in Section 2.7 belowopposed to a calculation based upon percentage of recoveries or other incentive arrangement) (Collectively, the "Total Expenses"): (1) and without any discount on time or rate. Such documentation and calculation review or audit shall be made available to Tenant at the offices where Landlord keeps such records take place during normal business hours in the office of Landlord or Landlord’s property manager in the San Francisco Bay Area and shall be completed within a reasonable time fourteen (14) days after Landlord receives a written request from the commencement thereof. If Tenant to make does not so review or audit Landlord’s books and records, Landlord’s Reconciliation Statement shall be final and binding upon Tenant. In the event that Tenant determines on the basis of its review of Landlord’s books and records that the amount of Building Operating Cost paid by Tenant for the period covered by such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of Reconciliation Statement is less than or greater than the actual amount properly payable by Tenant under the terms of Landlord's Operating Expenses or Landlord's Tax Expensesthis Lease, Tenant may not thereafter make a subsequent examination shall promptly pay any deficiency to Landlord or, if Landlord concurs with the results of Landlord's Operating Expenses or Landlord's Tax Expensessuch audit in its reasonable discretion, Landlord shall promptly refund any excess payment to Tenant, as the case may be. If Landlord fails to concur with the results of Tenant’s audit, for that same period. then within ten (310) Any request for examination in respect of any calendar year may be made no more than one (1) year business days after Landlord advises notifies Tenant of Landlord’s disagreement with the actual amount of Landlord's Operating Expenses or Landlord's Tax Expensesaudit results, as the case may beLandlord and Tenant shall meet and shall attempt in good faith to resolve such disagreement. Each party shall make its accounting personnel available during such meeting and, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrativeavailable, governmental or judicial proceeding. (6) shall bring appropriate backup documentation to such meeting to support its position. If, after following such meeting, the audit parties still fail to agree on the calculation of Building Operating Cost payable by Tenant for the applicable period, then such dispute shall be resolved by arbitration in accordance with Section 3.09(b) below. Tenant shall be solely responsible for the costs and expenses of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenantaudit, except that if such overpayment is determined after audit determines that the termination or expiration actual amount of Project Operating Cost paid by Tenant during any calendar year exceeds the amount properly payable by Tenant hereunder during such period by an amount greater than six percent (6%) of the term of this Lease, Landlord shall promptly refund actual Project Operating Cost properly chargeable to Tenant the amount of during such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlord. (7) If, Tenant performs any such audit, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregateperiod, then Landlord shall reimburse Tenant (in the form of a credit against the Gross Rent next coming due hereunder or, if the Term has previously expired, in the form of a direct payment) for the reasonable out-of-pocket costs incurred of such audit. For purposes of determining whether the actual amount of Project Operating Cost paid by Tenant during a calendar year exceeds the amount properly payable by Tenant hereunder by more than six percent (6%), the parties shall take into account amounts improperly included by Landlord in performing the calculation of Project Operating Cost, but shall exclude any amount attributable to a disagreement over or an improper determination of an amortization period established by Landlord pursuant to Section 3.05(a)(xi) above. By way of example only, the parties shall take into account an amount charged to Tenant but specifically excluded under the list of exclusions contained in Section 3.05(c) above, but shall disregard any excess amount included improperly but in good faith within Project Operating Cost attributable to Landlord’s utilization of an incorrect amortization period for capital expenses. (i) If either party demands arbitration pursuant to Section 3.09(a), the notice of demand shall specify with (A) with particularity the demanding party’s proposed resolution of the matter in issue, and (B) the name and address of the person designated by the demanding party to act as arbitrator on its behalf. Within ten (10) business days after such audit demand, the responding party shall give notice (the “Response”) to the demanding party specifying (1) with particularity the responding party’s proposed resolution of the matter in issue, and (2) the name and address of the person designated by the responding party to act as arbitrator on its behalf. If the responding party fails to deliver a Response within such ten (10) business day period, then the arbitrator appointed by the demanding party shall be the arbitrator to determine the issue. The arbitrators selected pursuant to this Section 3.09(b)(i) shall be certified public accountants from national or major regional accounting firms who have not previously performed work for Landlord or Tenant and with at least ten (10) years experience in matters pertaining to exceed Five Thousand the operation of office and 00/100 Dollars research and development properties similar to and in the vicinity of the Project. ($5,000.00ii) The arbitration shall be conducted in San Francisco, California in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The judgment or the award rendered in any such arbitration may be entered in any court having jurisdiction and shall be final and binding between the parties. Failure on the part of either party to make a timely and proper demand for arbitration shall constitute a waiver of the party’s right thereto, but not a waiver of such party’s right to pursue any other legal or equitable remedies (provided that the other party does not timely and properly demand arbitration as herein provided). (8) Any disputes under this iii) If two (2) arbitrators are designated in accordance with Section 2.6.1 relating 3.09(b)(i) above, such arbitrators shall meet within ten (10) business days after the second arbitrator is appointed, and if, within ten (10) business days after such first meeting the two arbitrators shall be unable to amounts agree promptly upon a determination of the matter in excess issue, they shall appoint a third arbitrator, who shall be a competent and impartial person with qualifications similar to those required of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration the first two arbitrators under Section 8.31 3.09(b)(i) above. If they are unable to agree upon such appointment within five (5) business days after expiration of such ten (10) business day period, the third arbitrator shall be selected by the parties themselves, if they can agree thereon, within a further period of ten (10) business days. If the parties cannot so agree, then either party, on behalf of both, may request appointment of such a qualified person by the then Chief Judge of the United States District Court having jurisdiction over the City and County of San Francisco, acting in his private non-judicial capacity. Request for appointment shall be made in writing with a copy given to the other party. Each party agrees that said judge shall have the power to make the appointment. The three (3) arbitrators shall decide the dispute, if it has not previously been resolved, by following the procedure set forth below: (A) The three (3) arbitrators shall attempt to decide the issue within fifteen (15) business days after the appointment of the third arbitrator. Within such fifteen (15) business day period the arbitrators shall hold a hearing in accordance with the aforesaid rules at which each party may submit evidence, be heard and cross-examine witnesses, with each party having at least ten (10) business days’ advance notice of the hearing. The hearing shall be conducted so that each of Landlord and Tenant shall have reasonably adequate time to present oral evidence or argument, but either party may present whatever written evidence it deems appropriate prior to the hearing (with copies of any such written evidence being sent to the other party prior to the hearing). The arbitrators shall have the right to consult experts and competent authorities with factual information or evidence pertaining to the determination of the matter at issue, but any such consultation shall be made in the presence of both parties with full right on their part to cross-examine. The decision in which any two (2) arbitrators so appointed and acting hereunder concur shall be the final decision of the arbitration and the arbitrators shall render the decision and award in writing with counterpart copies to each party. The arbitrators shall have no power to modify the provisions of this Lease. Any decision derived from the foregoing arbitration process shall be binding and conclusive upon the parties. If the arbitrators are unable to render a decision in accordance with the foregoing, or if the decision of the arbitrators shall be held by a court of competent jurisdiction to be unenforceable for any reason, then the matter submitted to arbitration shall be subject to litigation in the courts of the State of California, and Landlord and Tenant each hereby waive its right to a jury trial in any such court proceeding. (B) If any arbitrator fails, refuses or is unable to act, his successor shall be appointed by the party who appointed him, but in the case of the third arbitrator, his successor shall be appointed in the same manner as provided for appointment of the third arbitrator. (iv) Each party shall pay the fees and expenses of the arbitrator designated by it, and fifty percent (50%) of the fees and expenses of the third arbitrator, if any.

Tenant’s Audit Right. Subject to the provisions of this paragraph, Tenant shall have the right, at Tenant's cost right to conduct an audit of Landlord’s books and expense, records relating to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable to in accordance with the Premises following terms and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing companyprovisions, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information delivers written notice of its audit within one hundred and twenty (i120) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, days after the audit receipt by Tenant of Landlord's books ’s Statement and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit completes such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, audit within thirty (30) days of such determination, pay such underpayment after the date Landlord makes ▇▇▇▇▇▇▇▇’s books and records available to LandlordTenant: (i) No Default then exists. (7ii) IfTenant shall have the right to have an employee of Tenant or a Qualified Auditor (as defined below) inspect Landlord’s accounting records at Landlord’s office. (iii) Neither the employee of Tenant nor the Qualified Auditor shall be employed or engaged on a contingency basis, in whole or in part. (iv) Prior to commencing the audit, Tenant performs and the auditor shall: (a) if the auditor is not an employee of Tenant, provide Landlord with evidence that the auditor is from a nationally recognized accounting firm and that the individual performing the audit is a certified public accountant (a “Qualified Auditor”); (b) each sign a confidentiality letter to be provided by Landlord; and (c) provide Landlord with evidence of the fee arrangement between the auditor and Tenant. (v) The audit shall be limited solely to confirming that the Operating Expenses reported in the Landlord’s Statement are consistent with the Terms of this Lease. The auditor shall not make any judgments as to the reasonableness of any item of expense and/or the total Operating Expenses, nor shall such auditreasonableness be subject to audit except where this Lease specifically states that a particular item must be reasonable. (vi) If ▇▇▇▇▇▇’s auditor finds errors or overcharges in Landlord’s Statement that Tenant wishes to pursue, then within the time period set forth above Tenant shall advise Landlord thereof in writing with specific reference to claimed errors and overcharges and the relevant lease provisions disqualifying such expenses. Landlord shall have a reasonable opportunity to meet with ▇▇▇▇▇▇’s auditor (and any third auditor selected hereinbelow, if applicable) to explain its calculation of Operating Expenses, it is determined being the understanding of Landlord and Tenant that Landlord intends to operate the Building as a first-class office building with services at or near the top of the market. If ▇▇▇▇▇▇▇▇ agrees with said findings, appropriate rebates or charges shall be made to Tenant. If Landlord does not agree, Landlord shall engage its own auditor to review the findings of ▇▇▇▇▇▇’s auditor and Landlord’s books and records. The two (2) auditors and the parties shall then meet to resolve any difference between the audits. (vii) If agreement cannot be reached within two (2) weeks thereafter, then the auditors shall together select a third auditor (who shall be a Qualified Auditor not affiliated with and who does not perform services for either party or their affiliates) to which they shall each promptly submit their findings in a final report, with copies submitted simultaneously to the first two (2) auditors, Tenant and Landlord. Within two (2) weeks after receipt of such findings, the third auditor shall determine which of the two reports best meets the Terms of this Lease, which report shall become the “Final Finding”. The third auditor shall not have the option of selecting a compromise between the first two auditors’ findings, nor to make any other finding. (viii) If the Final Finding determines that Landlord has overcharged Tenant, Landlord shall credit Tenant on account toward the payment of additional Rent next due and payable under this Lease the amount of such overcharge. If the Final Finding determines that Tenant was undercharged, then within twenty (20) days after the Final Finding, Tenant shall reimburse Landlord the amount of such undercharge. (ix) If the Final Finding results in a determination that Landlord overstated Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in for the aggregatecalendar year subject to the audit, then Landlord shall pay its own audit costs and reimburse Tenant for its costs associated with said audits. In all other events, each party shall pay its own audit costs, including one-half (1/2) of the reasonable out-of-pocket costs incurred by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00)cost of the third auditor. (8) Any disputes under this Section 2.6.1 relating x) The results of any audit of Operating Expenses hereunder shall be treated by ▇▇▇▇▇▇, all auditors, and their respective employees and agents as confidential, and shall not be discussed with nor disclosed to amounts any third party, except for disclosures required by applicable law, court rule or order or in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by connection with any litigation or arbitration under Section 8.31 belowinvolving Landlord or Tenant.

Tenant’s Audit Right. Subject The last four sentences of the first paragraph of Section 5.2.4 of the Lease are hereby deleted in their entirety and the following is added to the provisions end of this such paragraph: ​ “Landlord shall use reasonable efforts to deliver to Tenant Landlord’s annual reconciliation statement of all Real Estate Taxes and Consolidated Operating Expenses for the preceding calendar year (collectively, “Expenses”) within one hundred twenty (120) days after the end of each year (but in no event later than three hundred sixty-five (365) days after the end of each year), which statement shall include reasonable supporting explanation and documentation. Within ninety (90) days after receipt of Landlord’s annual reconciliation statement (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice (“Review Notice”) that Tenant (including, without limitation, Tenant’s Auditors (as defined below)) intends to review Landlord’s records of the Expenses for the year to which the statement applies (the “Request for Information”). Within a reasonable time after Landlord’s receipt of a timely Request for Information and executed Audit Confidentiality Agreement (referenced below), Landlord, as determined by Landlord, shall forward to Tenant (and Tenant’s Auditors), or make available for inspection on site at such location deemed reasonably appropriate by Landlord (which shall be within the Boston area), such records (or copies thereof) for the applicable year that are reasonably necessary for Tenant (including, Tenant’s Auditors) to conduct its audit of the information set forth ​ in the annual reconciliation statement. Within ninety (90) days after all applicable records are made available to Tenant (such period is referred to as the “Objection Period”), Tenant shall have the right, at Tenant's cost and expense, right to examine all documentation and calculations prepared give Landlord written notice (an “Objection Notice”) stating in the determination reasonable detail any objection to Landlord’s statement of Operating Expenses Allocable for that year which relates to the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be records that have been made available to Tenant. If Tenant at provides Landlord with a timely Objection Notice and the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period parties agree that Expenses for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more are less than one (1) year after reported, then Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall a credit such overpayment against the next installment(s) installment of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant in the amount of the overpayment by Tenant or refund such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, amount within thirty (30) days if the Term has then ended. If the parties agree that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. In the event of a good faith disagreement with respect to whether Expenses for a calendar year are less than or more than that reported, Landlord and Tenant shall appoint a mutually acceptable independent auditor (the “Independent Auditor”) to resolve such disagreement, and the findings of the Independent Auditor shall be binding and conclusive on the parties and the fees of such determinationindependent auditor shall be shared equally by Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the identity of the Independent Auditor, pay such underpayment then the Independent Auditor shall be one of the "Big 4" accounting firms selected by Tenant which is not paid on a contingency basis. If Tenant retains an agent to review Landlord. (7) If’s records, the agent must be with a certified public accounting firm licensed to do business in the state or commonwealth where the Building is located. Tenant performs shall be solely responsible for all costs, expenses and fees incurred for the audit, provided that if any such audit, it is determined that Landlord has overcharged Tenant on account audit reveals an overstatement of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than in excess of five percent (5%) in the aggregate), then Landlord shall reimburse Tenant on demand for all of the reasonable out-of-pocket costs incurred of such audit, and in addition, notwithstanding the above, Landlord shall be responsible for all costs of the Independent Auditor. Tenant shall not directly or indirectly engage such agent or any other party in connection with such review whose compensation or fees are charged in whole or in part on a contingency basis. The records and related information obtained by Tenant shall be treated as confidential (except as required by law or to the extent required to be disclosed to enforce Tenant’s rights hereunder) by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s Auditors”), and, prior to making any records available to Tenant or Tenant’s Auditors, Landlord may require Tenant and Tenant’s Auditors to each execute a commercially reasonably confidentiality agreement in performing such audit not a form reasonably provided by Landlord (“Audit Confidentiality Agreement”) in accordance with the foregoing. In no event shall Tenant be permitted to exceed Five Thousand examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and 00/100 Dollars ($5,000.00)continues to pay all Rent when due. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.”

Tenant’s Audit Right. Subject to the provisions of this paragraph, Tenant shall have the rightright to cause a reputable nationally recognized accounting firm to audit Landlord’s books and records pertaining to Operating Expenses for the immediately prior calendar year, provided that Tenant notifies Landlord in writing of Tenant’s intention to exercise such audit right within ninety (90) days after receipt of the relevant annual statement described in Section 5.c., actually begins such audit within thirty (30) days after such notice form Tenant (but in no event earlier than ten (10) Business Days (as defined below) after such notice) and diligently pursues such audit to completion. Landlord agrees to make available to Tenant’s auditors, at Tenant's cost and expense, to examine all documentation and calculations prepared the Buildings or at Landlord’s office in the determination State of California, the books and records relevant to the audit for review and copying, but such books and records may not be removed from Landlord’s location. Tenant shall promptly deliver to Landlord a copy of the report or other documentation prepared by Tenant’s auditors upon completion of the audit. Tenant shall bear all costs of such audit, except that, if the audit (as conducted and certified by Tenant’s nationally recognized accounting firm) shows an aggregate overstatement of Operating Expenses Allocable to the Premises of more than five percent (5%), and Landlord's Tax Expenses Allocable ’s auditors concur in such findings (or, in the absence of such concurrence, such overstatement is ultimately confirmed by dispute resolution), then Landlord shall bear Tenant’s costs of the audit, such payment to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where by Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. thirty (230) Having previously made such examination in respect days of any period for which Landlord has given Tenant a statement Landlord’s receipt of the actual amount of Landlord's Operating Expenses invoice (with reasonably satisfactory supporting documentation) for such costs. If the agreed or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord confirmed audit shows an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account underpayment of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord Tenant shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant pay to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determinationafter the audit is agreed to or confirmed, pay such underpayment the amount owed to Landlord. (7) If, Tenant performs any such auditand, it is determined that Landlord has overcharged Tenant on account if the agreed or confirmed audit shows an overpayment of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premisesby Tenant, as the case may be, by more than five percent (5%) in the aggregate, then Landlord shall reimburse Tenant for such overpayment within thirty (30) days after the reasonable out-of-pocket costs incurred by Tenant audit is agreed to or confirmed. As sued in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00)this Lease, a “Business Day” is Monday through Friday, excluding state or federal holidays. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject The Annual Expense Statements furnished by Landlord to the provisions of this paragraph, Tenant as provided in Section 4.4.2(c) shall have the right, at Tenant's cost and expense, be binding on Tenant as to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable to for the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (CollectivelyBase Expense Year and/or any subsequent Fiscal Year; provided, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenseshowever, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expensesmay, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than within one (1) year after Landlord advises Tenant receipt of Landlord’s first statement setting forth Expenses for the Base Expense Year and/or any Annual Expense Statement for any comparison Fiscal Year, by written notice delivered to Landlord, time being of the actual amount essence, question the correctness of Landlord's Operating such Annual Expense Statement or statement of the Expenses for the Base Expense Year (provided that such challenge to the Expenses for the Base Expense Year shall have been made within the one (1) year period following Tenant’s receipt of the first statement setting forth Expenses for the Base Expense Year). Landlord shall permit Tenant or Landlord's Tax Tenant’s independent certified public accountants, who shall not work on a contingency basis (“CPA”), to have access to the books and records utilized to compute Expenses, as the case may be, in respect during normal business hours upon reasonable notice for a period of one (1) year after receipt of such calendar year or fiscal year Annual Expense Statement in question, and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employeesduring no other time, internal accounting department, outside accountants or other professional auditing company, provided and Landlord shall maintain books and records necessary for computation of Expenses. Pending determination of any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As dispute, and as a condition to performing any such examinationTenant’s right to review Landlord’s books and records in accordance with this Section, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, pay Additional Rent in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or accordance with the Buildings in connection with such examination; provided, however, Annual Expense Statement that Tenant may disclose such information (i) is disputing, without prejudice to Tenant's employees, counsel ’s position. Tenant shall notify Landlord in reasonable detail and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers reasonable specificity of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit any claim by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days after the expiration of the aforesaid one (1) year review period, or Tenant shall be deemed to have waived any claims not asserted within said thirty (30) day period. No copying of any of Landlord’s books and records shall be allowed. Tenant agrees that Tenant shall not disclose the contents of such determination, pay books and records to any other party unless (i) Tenant is compelled to disclose the information pursuant to court order or applicable law; (ii) such underpayment to Landlord. (7) If, disclosure is in connection with any proceeding enforcing any remedies of Tenant performs any such audit, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable as to the Premises computation of Expenses or (iii) such disclosure is to any officer, employee, or CPA of Tenant. Landlord may require any CPA employed by Tenant to execute a confidentiality agreement in form reasonably satisfactory to Landlord prior to reviewing any books and records of Landlord's Tax Expenses Allocable . Tenant hereby waives any rights Tenant may have to review any books and records of Landlord (including, without limitation, any rights by law) except as expressly set forth in this Section 4.4.2 and with respect to discovery under the Premises, as the case may be, by more than five percent (5%) in the aggregate, then New York Civil Practice Law and Rules. Landlord shall reimburse Tenant maintain its records for the reasonable out-of-pocket costs incurred by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars a period of at least three ($5,000.00)3) years. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject Within six (6) months after receipt of a Statement by Tenant ("REVIEW PERIOD"), if Tenant disputes the amount set forth in the Statement, Tenant's employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm), designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord's records at Landlord's offices, provided that Tenant is not then in default in the provisions payment of this paragraphBase Rent or Building Direct Expenses after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord's records in strict confidence. Landlord shall cooperate with Tenant in obtaining all necessary or appropriate information from the Association. Notwithstanding the foregoing, Tenant shall only have the right, at Tenant's cost and expense, right to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable to the Premises and review Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): records one (1) Such documentation time during any twelve (12) month period. Tenant's failure to dispute the amounts set forth in any Statement by written notice to Landlord within thirty (30) days after the Review Period shall be deemed to be Tenant's approval of such Statement and calculation Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the proper amount shall be made available by an independent certified public accountant selected by Landlord and reasonably approved by Tenant who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant at and the offices where accountant the information upon which the certification is to be based. If such certification by the accountant proves that the Building Direct Expenses set forth in the Statement were (i) overstated by less than two percent (2%), then the cost of the accountant and the cost of such certification shall be paid for by Tenant, (ii) overstated by two percent (2%) or more but less than three percent (3%), then the cost of the accountant and the cost of certification shall be split evenly between Landlord keeps and Tenant, or (iii) overstated by three percent (3%) or more, then the cost of the accountant and the cost of such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses appropriate payments or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expensesreimbursements, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expensesto each other, as the case may be, in respect of such calendar year or fiscal year and provides are determined to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records owing pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlordcertification. (7) If, Tenant performs any such audit, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregate, then Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00). (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject to the provisions of this paragraph, If Tenant shall have the right, at Tenant's cost and expense, to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable to the Premises and disputes Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement determination of the actual amount of Operating Costs, Taxes, Tenant's Share of Excess Operating Costs or Tenant's Share of Excess Taxes for any calendar year, and provided that (a) no Event of Default exists under this Lease, and (b) Tenant delivers to Landlord written notice of the dispute within one hundred eighty (180) days after Landlord's Operating Expenses delivery of the statement of such amount, then Tenant (but not any subtenant or assignee) may, at its sole cost and expense, upon prior written notice and during the Business Hours specified in the Basic Terms ("Business Hours") at a time and place reasonably acceptable to Landlord (which may be the location where Landlord maintains the applicable records), cause a certified public accountant reasonably acceptable to Landlord to audit Landlord's Tax Expenses, Tenant may not thereafter make records relating to the disputed amounts on a subsequent examination of non-contingent basis. Tenant's objection to Landlord's determination of Excess Operating Expenses Costs, Excess Taxes, Tenant's Share of Excess Operating Costs or Tenant's Share of Excess Taxes is deemed withdrawn unless Tenant completes and delivers the audit to Landlord within one hundred eighty (180) days after the date Tenant delivers its dispute notice to Landlord under this Section 5.7. If the audit shows that the amount Landlord charged Tenant for Tenant's Share of Excess Operating Costs and/or Tenant's Share of Excess Taxes was greater than the amount this Article 5 obligates Tenant to pay, unless Landlord reasonably contests the audit, Landlord will refund the excess amount to Tenant within ten (10) days after Landlord receives a copy of the audit report or, at Landlord's Tax Expensesoption, as Landlord will credit the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual excess amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by against Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition obligation to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to pay installments of Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers Share of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant Excess Operating Costs and/or Tenant's Share of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal yearExcess Taxes, as applicable, it is finally determined that: (i) next accruing under this Lease. If the audit shows that the amount Landlord charged Tenant has made an overpayment on account for Tenant's Share of Excess Operating Expenses Allocable Costs and/or Tenant's Share of Excess Taxes was less than the amount this Article 5 obligates Tenant to the Premises or pay, Tenant will pay to Landlord's Tax Expenses Allocable to the Premises, as Additional Rent, the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant difference between the amount of such overpayment less any amounts then due from Tenant to Landlord; paid and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlord. (7) If, Tenant performs any such audit, it is amount determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregate, then Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred by Tenant in performing such audit. Pending resolution of any audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00). (8) Any disputes under this Section 2.6.1 relating 5.7, Tenant will continue to pay to Landlord the estimated amounts of Tenant's Share of Excess Operating Costs and Tenant's Share of Excess Taxes in excess of One Hundred Thousand accordance with Sections 5.4 and 00/100 Dollars ($100,000.00) 5.5. Tenant must keep all information it obtains in any audit strictly confidential and may be resolved by arbitration under only use such information for the limited purpose this Section 8.31 below5.7 describes and for Tenant's own account.

Tenant’s Audit Right. Subject to the provisions of this paragraph, Tenant shall have the right, at Tenant's cost and expense, to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable to the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectivelycollectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlord. (7) If, Tenant performs any such audit, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregate, then Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00). (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject Tenant shall have the right to examine, copy and audit Landlord’s books and records establishing Operating Expenses for any Operating Year for a period of one (1) year following the date that Tenant receives the statement of Operating Expenses for such Operating Year from Landlord. Tenant shall give Landlord not less than thirty (30) days’ prior notice of its intention to examine and audit such books and records, and such examination and audit shall take place at such place within the continental United States as Landlord routinely maintains such books and records, unless Landlord elects to have such examination and audit take place in another location designated by Landlord in the city and state in which the Property is located. All costs of the examination and audit shall be borne by Tenant; provided, however, that if such examination and audit establishes that the actual Operating Expenses for the Operating Year in question are less than the amount set forth as the annual Operating Expenses on the annual statement delivered to Tenant by at least five percent (5%), then Landlord shall pay the reasonable costs of such examination and audit. If, pursuant to the provisions audit, the payments made for such Operating Year by Tenant exceed Tenant’s required payment on account thereof for such Operating Year, Landlord shall credit the amount of overpayment against subsequent obligations of Tenant with respect to Operating Expenses (or promptly refund such overpayment if the Term of this Lease has ended and Tenant has no further obligation to Landlord); but, if the payments made by Tenant for such Operating Year are less than Tenant’s required payment as established by the examination and audit, Tenant shall pay the deficiency to Landlord within thirty (30) days after conclusion of the examination and audit, and the obligation to make such payment for any period within the Term shall survive expiration of the Term. Tenant shall be required to deliver to Landlord a copy of its contract with its auditor and a copy of all reports produced by its auditor, and Tenant shall not be permitted to engage an auditor which is paid on a contingency or percentage basis. If Tenant does not elect to exercise its right to examine and audit Landlord’s books and records for any Operating Year within the time period provided for by this paragraph, Tenant shall have the right, at Tenant's cost and expense, no further right to examine all documentation and calculations prepared in the determination challenge Landlord’s statement of Operating Expenses Allocable to the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlord. (7) If, Tenant performs any such audit, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregate, then Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00). (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject If Tenant disputes any amounts set forth in a statement provided by Landlord to the provisions of this paragraphTenant hereunder regarding Additional Rent, Tenant shall have the right, at Tenant's cost and ’s sole expense, to examine all documentation notify Landlord in writing, not later than one hundred twenty (120) days following receipt of such statements provided by Landlord, that Tenant disputes such statement(s) and calculations prepared that it intends to audit Landlord’s books and records in the determination of Operating Expenses Allocable respect to the Premises and Landlord's Tax Expenses Allocable calendar year which is the subject of the statement (the “Audit Notice”). If Tenant fails to give Landlord the Premises Audit Notice on or before such one hundred twenty (as defined in Section 2.7 below120) (Collectivelyday period, the "Total Expenses"): (1) Such documentation and calculation statements for the applicable calendar year shall be made available to final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct. Such audit shall be conducted on a non-contingency fee basis by an independent certified public accountant designated by Tenant, which accountant is reasonably approved by Landlord (“Qualified Person”). The audit shall take place at the offices of Landlord where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant are located at a mutually convenient time during Landlord’s regular business hours. No subtenant shall have any right to this Section 2.6.1 with respect conduct an audit, and no assignee shall conduct an audit for any period during which such assignee was not the tenant under the Lease. Tenant agrees that the results of any audit under shall be kept strictly confidential by ▇▇▇▇▇▇ and shall not be disclosed to any calendar year other person or fiscal yearentity (other than Tenant’s accountants, attorneys and advisors) except as applicablerequired by law. Any overpayments by Tenant shall be credited or refunded as provided herein, it is finally determined that: (i) Tenant has made an overpayment on account and any underpayments shall be paid to Landlord. All costs and expenses of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord any such audit shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable be paid by Tenant▇▇▇▇▇▇, except that if such overpayment is determined after audit shows that the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlord. (7) If, Tenant performs any such audit, it is determined that Real Estate Taxes so audited was overstated by Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five seven percent (57%) in the aggregate), then Landlord shall reimburse Tenant for the reasonable out-of-pocket costs and expenses incurred by Tenant in performing such audit. Notwithstanding anything herein to the contrary, Tenant shall have no right to conduct an audit not or to exceed Five Thousand and 00/100 Dollars ($5,000.00). (8) Any disputes give Landlord notice that it desires to conduct an audit at any time that there is a default under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 belowLease Agreement.

Tenant’s Audit Right. Subject to the provisions of this paragraph, Tenant shall have the right, at Tenant's cost right to conduct an audit of Landlord’s books and expense, records relating to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable and Taxes in accordance with the following terms and provisions, provided that Tenant delivers written notice of its intent to audit within one hundred twenty (120) days after receipt by Tenant of Landlord’s Statement and completes such audit within sixty (60) days after the Premises date Landlord makes Landlord’s books and Landlord's Tax Expenses Allocable records available to the Premises Tenant: (i) No Monetary Default (as defined in Section 2.7 Article 29 below) (Collectively, the "Total Expenses"):then exists. (1ii) Such documentation Tenant shall have the right to have a Qualified Auditor (as defined below) inspect Landlord’s accounting records at Landlord’s office. (iii) The Qualified Auditor shall not be employed or engaged on a contingency basis, in whole or in part. (iv) Prior to commencing the audit, Tenant and the auditor shall: (A) provide Landlord with evidence that the auditor is from a nationally recognized accounting firm and that the individual performing the audit is a certified public accountant (a “Qualified Auditor”); (B) each sign a confidentiality letter to be provided by Landlord; and (C) provide Landlord with evidence of the fee arrangement between the auditor and Tenant. (v) The audit shall be limited solely to confirming that the Operating Expenses reported in the Landlord’s Statement are consistent with the terms of this Lease. The auditor shall not make any judgments as to the reasonableness of any item of expense and/or the total Operating Expenses, nor shall such reasonableness be subject to audit except where this Lease specifically states that a particular item must be reasonable. (vi) If Tenant’s auditor finds errors or overcharges in Landlord’s Statement that Tenant wishes to pursue, then within the time period set forth above Tenant shall advise Landlord thereof in writing with specific reference to claimed errors and overcharges and the relevant Lease provisions disqualifying such expenses. Landlord shall have a reasonable opportunity to meet with Tenant’s auditor (and any third auditor selected hereinbelow, if applicable) to explain its calculation of Operating Expenses and Taxes, it being the understanding of Landlord and Tenant that Landlord intends to operate the Building as a first-class office building with services at or near the top of the market. If Landlord agrees with said findings, appropriate rebates or charges shall be made available to Tenant at Tenant. If Landlord does not agree, Landlord shall engage its own auditor to review the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant findings of Tenant’s auditor and Landlord’s books and records. The two (2) auditors and the parties shall then meet to make such examinationresolve any difference between the audits. (vii) If agreement cannot be reached within two (2) Having previously made weeks thereafter, then the auditors shall together select a third auditor (who shall be a Qualified Auditor not affiliated with and who does not perform services for either party or their affiliates) to which they shall each promptly submit their findings in a final report, with copies submitted simultaneously to the first two (2) auditors, Tenant and Landlord. Within two (2) weeks after receipt of such examination in respect of any period for findings, the third auditor shall determine which Landlord has given Tenant a statement of the actual amount two reports best meets the terms of Landlord's Operating Expenses or Landlord's Tax Expensesthis Lease, Tenant may which report shall become the “Final Finding”. The third auditor shall not thereafter have the option of selecting a compromise between the first two auditors’ findings, nor to make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same periodany other finding. (3viii) Any request for examination in respect of any calendar year may be made no more than one (1) year after If the Final Finding determines that Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by has overcharged Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit Tenant toward the payment of additional Rent next due and payable under this Lease the amount of such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenantovercharge, except that or if such overpayment is determined after the expiration or termination or expiration of the term of this Lease, Landlord shall promptly refund pay to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, overcharge within thirty (30) days thereafter. If the Final Finding determines that Tenant was undercharged, then within twenty (20) days after the Final Finding, Tenant shall reimburse Landlord the amount of such determination, pay such underpayment to Landlordundercharge. (7ix) If, Tenant performs any such audit, it is determined If the Final Finding results in a determination that Landlord has overcharged Tenant on account of overstated Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in of Tenant’s Share of the aggregateOperating Expenses for the calendar year subject to the audit, then Landlord shall pay its own audit costs and reimburse Tenant for its costs associated with said audits. In all other events, each party shall pay its own audit costs, including one-half (1/2) of the reasonable out-of-pocket costs incurred by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00)cost of the third auditor. (8) Any disputes under this Section 2.6.1 relating x) The results of any audit of Operating Expenses hereunder shall be treated by Tenant, all auditors, and their respective employees and agents as confidential, and shall not be discussed with nor disclosed to amounts any third party, except for disclosures required by applicable law, court rule or order or in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by connection with any litigation or arbitration under Section 8.31 belowinvolving Landlord or Tenant.

Tenant’s Audit Right. Subject Within ninety (90) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount set forth in the Statement, Tenant’s employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the provisions of this paragraphforegoing, Tenant shall only have the rightright to review Landlord’s records one (1) time during any twelve (12) month period. Tenant’s failure to dispute the amounts set forth in any Statement within the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord’s standard accounting practices, at Tenant's cost and ’s expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant and the accountant to examine all documentation show Tenant and calculations prepared the accountant the information upon which the certification is to be based. However, if such certification by the accountant proves that the Direct Expenses set forth in the determination Statement were overstated by more than ten percent (10%), then the cost of Operating Expenses Allocable to the Premises accountant and the cost of such certification shall be paid for by Landlord's Tax Expenses Allocable to . Promptly following the Premises (as defined in Section 2.7 below) (Collectivelyparties receipt of such certification, the "Total Expenses"): (1) Such documentation and calculation parties shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses appropriate payments or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expensesreimbursements, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expensesto each other, as the case may be, in respect of such calendar year or fiscal year and provides are determined to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records owing pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlordcertification. (7) If, Tenant performs any such audit, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregate, then Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00). (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject Provided that no Default (as defined below) then exists, if Tenant timely delivers an Objection Notice to the provisions of this paragraphLandlord, Tenant shall will have the right, at Tenant's ’s sole cost and expense, except as otherwise set forth below, to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable to the Premises and Landlord's Tax Expenses Allocable to the Premises cause a Qualified Person (as defined in Section 2.7 below) to review supporting data for any portion of the Statement of annual Expenses delivered by Landlord in accordance with the procedure set forth below; however in no event may Tenant review or audit income tax records of Landlord or similar financial records related to Landlord as a business entity. (Collectivelyi) As part of the Objection Notice, Tenant shall deliver a written notice to Landlord specifying the portions of the Statement that are claimed to be incorrect. In no event shall Tenant be entitled to withhold, deduct, or offset any monetary obligation of Tenant to Landlord under this Lease (including without limitation, Tenant’s obligation to make all payments of rent and all payments of Tenant’s Expenses) pending the completion of and regardless of the results of any review of records under this Section. The right of Tenant under this Section 4.2(g) may only be exercised once for any Statement, and any audit of Landlord’s records must be completed within one hundred twenty (120) days after when Tenant delivers the Objection Notice, subject to extension for Force Majeure. Landlord will reasonably cooperate with Tenant in connection with any audit. If Tenant fails to timely deliver an Objection Notice or to meet any of the other above conditions, the "Total Expenses"):right of Tenant under this Section 4.2(g) for a particular Statement shall be deemed waived. (1ii) Such documentation and calculation Landlord will maintain its records for the Project at a location in Austin, Texas (or Landlord will make such records available in Austin, Texas). Except as otherwise set forth herein, Tenant agrees that any review of records under this Section 4.2(g) shall be made available to Tenant at the offices where sole expense of Tenant and shall be conducted by a Qualified Person. Tenant acknowledges and agrees that any records reviewed under this Section 4.2(g) constitute confidential information of Landlord, which shall not be disclosed to anyone other than the Qualified Person performing the review, the principals of Tenant who receive the results of the review, Tenant’s employees, or in connection with any legal action between Tenant and Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from or in connection with which Tenant is compelled to make such examinationdisclosure by a court of competent jurisdiction. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3iii) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of errors disclosed by the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners review shall be required to execute and deliver to Landlord an agreementpromptly corrected by Landlord, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose if Landlord disagrees with any such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may beclaimed errors, Landlord shall credit such overpayment against have the next installment(sright to cause another review to be made by a Qualified Person, at Landlord’s sole cost. In the event of a disagreement between the two (2) reviews, the two (2) Qualified Persons who conducted Landlord’s and Tenant’s reviews shall jointly designate a third (3rd) Qualified Person, the cost of Annual Fixed Rent thereafter payable by Tenant, which shall be split evenly between Landlord and Tenant (except that if such overpayment is determined after the termination or expiration of the term of as otherwise indicated in this Lease), Landlord to conduct a review of Landlord’s records. The review of such third (3rd) Qualified Person shall promptly refund to be deemed correct and binding upon the parties. In the event that the final results of such review of Landlord’s records reveal that Tenant has overpaid obligations for the preceding period, the amount of such overpayment less any amounts then due from Tenant shall be credited against Tenant’s subsequent installment obligations to Landlord; and (ii) pay the estimated Expenses. If Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlord. (7) If, Tenant performs any such audit, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, overpaid by more than five percent (5%) in the aggregate), then Landlord shall reimburse Tenant for pay the reasonable out-of-pocket costs incurred cost of the review of Landlord’s records by Tenant in performing such audit not to exceed Five Thousand Tenant’s Qualified Person and 00/100 Dollars the reasonable out-of-pocket cost of the review of Landlord’s records by the third ($5,000.003rd). (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject to the provisions of this paragraph, Tenant shall have the rightright to conduct an audit of Landlord’s books and records relating to Expenses, at Tenant's cost Insurance Expenses and expense, to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable to the Premises and Landlord's Tax Expenses Allocable to in accordance with the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation following terms and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing companyprovisions, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information delivers written notice of its intent to audit within sixty (i60) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, days after the audit receipt by Tenant of Landlord's books ’s final Statement and completes such audit within sixty (60) days after the date Landlord makes all requested records pursuant available to this Section 2.6.1 with respect Tenant and its Qualified Auditor (as defined below) at the Building: (a) No event of Monetary Default then exists. (b) Tenant shall have the right to any have an employee of Tenant or a Qualified Auditor (as defined below) inspect Landlord’s accounting records at Landlord’s office in the Building no more than once per calendar year year. (c) Neither the employee of Tenant nor the Qualified Auditor shall be employed or fiscal yearengaged on a contingency basis, as applicablein whole or in part. (d) Prior to commencing the audit, it is finally determined thatTenant and the auditor shall: (i) if the auditor is not an employee of Tenant, provide Landlord with evidence that the individual performing the audit is a certified public accountant with demonstrated experience in the audit/review of operating expenses in first-class office buildings (a “Qualified Auditor”) and (ii) each shall sign a confidentiality letter to be provided by Landlord. (e) The audit shall be limited solely to confirming that the Expenses reported in Landlord’s Statement are consistent with the terms of the Lease. (f) If Tenant’s auditor finds errors or overcharges in Landlord’s Statement that Tenant wishes to pursue, then within the time period set forth above Tenant shall advise Landlord thereof in writing with specific reference to claimed errors and overcharges and the relevant Lease provisions disqualifying such Expenses. Landlord shall have a reasonable opportunity to meet with Tenant’s auditor (and any third auditor selected hereinbelow, if applicable) to explain its calculation of Expenses, it being the understanding of Landlord and Tenant that Landlord intends to operate the Building as a first-class office building. If Landlord agrees with said findings, appropriate rebates or charges shall be made to Tenant. If Landlord does not agree, Landlord shall engage its own auditor to review the findings of Tenant’s auditor and Landlord’s books and records. The two (2) auditors and the parties shall then meet to resolve any difference between the audits. (g) If agreement cannot be reached within two (2) weeks thereafter, then the auditors shall together select a third auditor (who shall be a Qualified Auditor not affiliated with and who has made an overpayment on account of Operating Expenses Allocable not performed services for either party or their affiliates) to which they shall each promptly submit their findings in a final report, with copies submitted simultaneously to the Premises or first two (2) auditors, Tenant and Landlord's Tax Expenses Allocable . Within two (2) weeks after receipt of such findings, the third auditor shall determine which of the two reports best meets the terms of this Lease, which report shall become the “Final Finding”. The third auditor shall not have the option of selecting a compromise figure between the first two auditors’ findings, nor to make any other finding. (h) If the Premises, as the case may beFinal Finding determines that Landlord has overcharged Tenant, Landlord shall credit such overpayment against Tenant toward the payment of additional Rent next installment(s) of Annual Fixed Rent thereafter due and payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of under this Lease, Landlord shall promptly refund to Tenant Lease the amount of such overpayment less any amounts overcharge, except if the Final Finding is made after the expiration of the Lease, in which event, such overcharge shall be refunded to Tenant. If the Final Finding determines that Tenant was undercharged, then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days after the Final Finding, Tenant shall reimburse Landlord the amount of such determination, pay such underpayment to Landlord.undercharge; and (7i) If, Tenant performs any such audit, it is determined If the Final Finding results in a determination that Landlord has overcharged Tenant on account of Operating overstated Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five three percent (53%) of Tenant’s Share of the Expense for the calendar year subject to the audit, Landlord shall pay its own audit costs and reimburse Tenant for its costs associated with said audits. If the Final Finding results in a credit to Tenant of less than one percent (1%) of Tenant’s Pro Rata Share of Expenses for the calendar year subject to the audit (or in a determination that Tenant underpaid Expense for such year), Tenant shall pay its own costs and shall reimburse Landlord for Landlord’s costs associated with said audits. In all other events, each party shall pay its own audit costs, including one half (1/2) of the cost of the third auditor THIS WORK AGREEMENT (this “Work Agreement”) is attached to and made a part of that certain Lease (the “Lease”) between CA-MISSION STREET LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and PEAR THERAPEUTICS, INC., a Delaware corporation (“Tenant”). All capitalized terms used but not defined herein shall have the respective meanings given such terms in the Lease. This Work Agreement sets forth the terms and conditions relating to the construction of Tenant Improvements (defined below) in the aggregate, then Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00)Premises. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject Tenant may, within 120 days after receiving Landlord’s reconciliation statement of the Operating Expenses, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the provisions Operating Expenses for the calendar year which is covered by the reconciliation statement. Within a reasonable time after receipt of this paragraphthe Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If Tenant retains an agent to review Landlord’s records, the agent must be a licensed CPA or with a CPA firm and shall not be compensated on a contingency fee basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 45 days after the records are made available to Tenant, Tenant shall have the right, at Tenant's cost and expense, right to examine all documentation and calculations prepared give Land lord written notice (an “Objection Notice”) stating in the determination reasonable detail any objection to Landlord’s statement of Operating Expenses Allocable for that year. If Tenant fails to give Landlord an Objection Notice within the Premises 45 day period or fails to provide Landlord with a Review Notice within the 120 day period described above, Tenant shall he deemed to have approved Landlord’s statement of Operating Expenses and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at barred from raising any claims regarding the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, for that year. If Landlord and Tenant may not thereafter make a subsequent examination of Landlord's determine that Operating Expenses or Landlord's Tax Expenses, as for the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more are less than one (1) year after reported, Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall a credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant in the amount of such the overpayment less any amounts then due from by Tenant or, if no further Rent is due, refund the overpayment directly to Landlord; Tenant within 30 days after determination. Likewise, if Landlord and (ii) Tenant has made an underpayment on account of determine that Operating Expenses Allocable to for the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may becalendar year are greater than reported, Tenant shall, shall pay Landlord the amount of any underpayment within thirty (30) 30 days of after such determination. The records obtained by Tenant and its agent shall he treated as confidential and each shall execute Landlord’s confidentiality agreement for Landlord’s benefit prior to commencing the audit. This paragraph shall not be construed to limit, suspend, or ▇▇▇▇▇ Tenant’s obligation to pay such underpayment to Landlord. (7) IfRent when due, including the OE Payment. Notwithstanding the foregoing, Tenant performs any shall not be entitled to conduct such audit, it an audit if Tenant is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregate, then Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00). (8) Any disputes default under this Section 2.6.1 relating to amounts in excess Lease beyond the expiration of One Hundred Thousand any applicable notice and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 belowcure period.

Tenant’s Audit Right. Subject to the provisions of this paragraphProvided Tenant is not in default beyond any applicable notice and cure periods provided herein, Tenant shall have the right, at Tenant's cost and expense, right to examine all documentation and calculations prepared audit the current year’s expense statement issued by or on behalf of Landlord by written notice given to Landlord within 60 days after receipt of that statement. Such audit shall be conducted in the determination offices of Operating Expenses Allocable Landlord’s property manager at the cost of Tenant. Tenant shall keep all of the information disclosed in the course of such audit confidential, and shall require all of its consultants to agree in writing directed to Landlord to keep all such information confidential. Tenant agrees that such audits shall not be permitted to be conducted on a contingency fee basis. If such audit reveals that Landlord has over-charged Tenant, then within thirty (30) days after the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be results of such audit are made available to Tenant at Landlord, Landlord shall either credit such amount against the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request CAM Expenses next due from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides reimburse to Tenant the applicable amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord’s original statement which was the subject of such audit was in error to Tenant’s disadvantage by more than five (5%), in which case Landlord shall reimburse Tenant for the reasonable cost of such audit. To the extent that Tenant elects not to exercise such audit rights, Tenant shall be deemed to have approved the current year-end ’s expense statement required under Section 2.6 and any disagreements or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid claims by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners in connection therewith shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examinationdeemed forever waived; provided, however, that Tenant may disclose such information (i) shall have a one-time right to Tenant's employees, counsel and advisors who have audit the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers calculation of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating CAM Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlord. (7) If, Tenant performs any such audit, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregate, then Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00)Base Year during the initial 87 month Term. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject 3.6.1 Following the Punchlist Sign-off Date, but no later than one-hundred twenty (120) days after such Punchlist Sign-off Date, Tenant may request that Landlord provide documentation relating to the provisions amount of this paragraphAggregate Disbursements made prior to such date. In addition, at the end of each calendar year during the Lease Term, but no later than one-hundred twenty (120) days after the end of such calendar year, Tenant may request that Landlord provide documentation relating to the costs and expenses that comprised the Additional Rent for such year. Landlord shall use commercially reasonable efforts to provide Tenant with the requested documentation; provided, however, that Landlord shall only be required to provide such documentation to the extent that the requested documentation (a) is reasonably necessary for Tenant to confirm that the Aggregate Disbursements tie back to the Construction Allowance Costs, or confirm the calculation of Additional Rent, (b) is in Landlord’s possession, and (c) has not been previously provided to Tenant by Landlord or any other party (the “Landlord Documentation”). Tenant shall have the right, at Tenant's cost and expenseexercisable only by written notice to Landlord within sixty (60) days after receiving the applicable Landlord Documentation, to examine all documentation request an audit of such Landlord Documentation for the sole purpose of confirming that the Aggregate Disbursements tie back to the Construction Allowance Costs, or the calculation of Additional Rent, as applicable (the “Audit”). The Audit shall be conducted by a member of a reputable, independent, nationally recognized certified public accounting firm, who (a) has experience reviewing records of construction and calculations prepared development costs for similar projects (in the determination case of Operating Expenses Allocable an Audit of the Aggregate Disbursements) or (b) who has experience reviewing operating costs and expenses for similar projects (in the case of an Audit of Additional Rent), and, in either case, such accountant shall not be retained by Tenant on a contingency fee basis. The Audit must be completed no later than ninety (90) days after Tenant receives the applicable Landlord Documentation, and any audit report prepared by Tenant’s auditors shall be delivered concurrently to Landlord and Tenant within the ninety (90) day period, or Tenant shall be deemed to have waived its Audit right. Tenant shall pay all costs of the Audit. In addition, if as part of such Audit, Tenant requests Landlord prepare copies of the Landlord Documentation for review by Tenant or its auditors outside of Landlord’s principal place of business (rather than or in addition to Landlord making the Landlord Documentation available for review at Landlord’s principal place of business), then Tenant shall reimburse Landlord for the reasonable costs of assembling and/or shipping such copies of the Landlord Documentation. 3.6.2 If, after inspection of the Landlord Documentation, Tenant disputes that the Aggregate Disbursements tie back to the Premises Construction Allowance Costs, or the calculation of Additional Rent, then Landlord and Landlord's Tax Expenses Allocable Tenant shall meet and attempt in good faith to resolve the Premises dispute. If the parties are unable to resolve the dispute within sixty (as defined in Section 2.7 below60) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time days after Landlord receives such audit report, then Tenant shall have the right to submit the dispute to arbitration; this right shall be exercised, if at all, by delivering a written request from Tenant notice of election to make such examination. (2) Having previously made such examination in respect of any period for which arbitrate to Landlord has given Tenant a statement not later than the last day of the actual amount 60-day period. Landlord and Tenant shall agree, within fifteen (15) days after Tenant’s delivery of Landlord's Operating Expenses the arbitration election, to retain an arbitrator who shall be an unaffiliated real estate attorney with at least ten (10) years of experience representing developers of similar projects in Southern California. If Landlord and Tenant are unable to agree upon the selection of an arbitrator, then either Landlord or Landlord's Tax ExpensesTenant shall be entitled to apply to the presiding judge of the Superior Court of the County of San Diego, Tenant may not thereafter make California for the selection of an arbitrator who shall be selected from a subsequent examination list of Landlord's Operating Expenses names of experienced arbitrators submitted by Landlord or Landlord's Tax Expensesfrom a list of names submitted by Tenant, as the case may be, unless both Landlord and Tenant submit lists of names, in which case the Court, in its sole discretion, shall select the arbitrator from the lists. This arbitrator shall have the right to retain, as an expert to consult regarding the dispute, an unaffiliated, reputable certified public accountant who is a member of a reputable independent nationally recognized certified public accounting firm and (a) who has experience reviewing records of construction and development costs for that same periodsimilar projects (in the case of an Audit of the Aggregate Disbursements) or (b) who has experience reviewing operating costs and expenses for similar projects (in the case of an Audit of Additional Rent). The arbitration shall be limited to determining whether the Aggregate Disbursements tie back to the Construction Allowance Costs, or the calculation of Additional Rent, as applicable. The arbitrator’s decision shall be delivered simultaneously to Landlord and Tenant and shall be final and binding on Landlord and Tenant. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of 3.6.3 If the actual arbitrator determines that the amount of Landlord's Operating Expenses Aggregate Disbursements or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal yearAdditional Rent, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable was incorrect, the appropriate party shall pay to the Premises other party the deficiency or Landlord's Tax Expenses Allocable to the Premisesoverpayment in Rent, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shallapplicable, within thirty (30) days following delivery of such determinationthe arbitrator’s decision, pay such underpayment to Landlord. (7) If, without interest. All costs and expenses of the arbitration shall be paid by Tenant performs any such audit, it unless the final determination in the arbitration is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises overstated Aggregate Disbursements or Landlord's Tax Expenses Allocable to the PremisesAdditional Rent, as the case may beapplicable, by more than five percent (5%) of the originally reported Aggregate Disbursements or Additional Rent, as applicable, in the aggregate, then which case Landlord shall reimburse Tenant for pay all costs and expenses of the reasonable out-of-pocket arbitration (and the costs incurred by Tenant in performing and expenses of Tenant’s audit giving rise to such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00arbitration). (8) Any disputes 3.6.4 Tenant shall keep any information gained from the inspection of the Landlord Documentation confidential and shall not disclose it to any other party, except as required by law. Tenant shall require its employees or agents inspecting the Landlord Documentation to sign a confidentiality agreement, in form and substance reasonably acceptable to Landlord as a condition to Landlord making the Landlord Documentation available to them. 3.6.5 Tenant’s exercise of Audit rights shall not relieve Tenant of the obligation to pay disputed amounts, and Tenant’s rights under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) section may be resolved exercised by arbitration Tenant only if Tenant is not in uncured breach under this Lease. The payment by Tenant of Rent, or any amount of it on account, shall not preclude Tenant from exercising its rights under this section, but if Tenant fails to timely exercise its Audit rights in accordance with this section, the failure shall be conclusively deemed to constitute Tenant’s approval of Landlord’s Aggregate Disbursements or Additional Rent, as applicable. Landlord shall maintain the Landlord Documentation pertaining to Aggregate Disbursements and Additional Rent, as applicable, during the review period and during any Audit. In no event shall this section be deemed to allow any review of any of Landlord’s records by any subtenant or assignee of Tenant (other than assignees under Exempt Assignment as permitted by Section 8.31 below16.3).

Tenant’s Audit Right. Subject to the provisions of this paragraph, Tenant shall have the right, at Tenant's cost right to conduct an audit of Landlord’s books and expense, records relating to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable and Taxes in accordance with the following terms and provisions, provided that ▇▇▇▇▇▇ delivers written notice of its intent to audit within one hundred twenty (120) days after receipt by Tenant of Landlord’s Statement and completes such audit within sixty (60) days after the Premises date Landlord makes Landlord’s books and Landlord's Tax Expenses Allocable records available to the Premises Tenant: (i) No Monetary Default (as defined in Section 2.7 Article 29 below) (Collectively, the "Total Expenses"):then exists. (1ii) Such documentation Tenant shall have the right to have a Qualified Auditor (as defined below) inspect Landlord’s accounting records at Landlord’s office. (iii) The Qualified Auditor shall not be employed or engaged on a contingency basis, in whole or in part. (iv) Prior to commencing the audit, Tenant and the auditor shall: (A) provide Landlord with evidence that the auditor is from a nationally recognized accounting firm and that the individual performing the audit is a certified public accountant (a “Qualified Auditor”); (B) each sign a confidentiality letter to be provided by Landlord; and (C) provide Landlord with evidence of the fee arrangement between the auditor and Tenant. (v) The audit shall be limited solely to confirming that the Operating Expenses reported in the Landlord’s Statement are consistent with the terms of this Lease. The auditor shall not make any judgments as to the reasonableness of any item of expense and/or the total Operating Expenses, nor shall such reasonableness be subject to audit except where this Lease specifically states that a particular item must be reasonable. (vi) If ▇▇▇▇▇▇’s auditor finds errors or overcharges in Landlord’s Statement that Tenant wishes to pursue, then within the time period set forth above Tenant shall advise Landlord thereof in writing with specific reference to claimed errors and overcharges and the relevant Lease provisions disqualifying such expenses. Landlord shall have a reasonable opportunity to meet with ▇▇▇▇▇▇’s auditor (and any third auditor selected hereinbelow, if applicable) to explain its calculation of Operating Expenses and Taxes, it being the understanding of Landlord and Tenant that Landlord intends to operate the Building as a first-class office building with services at or near the top of the market. If ▇▇▇▇▇▇▇▇ agrees with said findings, appropriate rebates or charges shall be made available to Tenant at Tenant. If Landlord does not agree, Landlord shall engage its own auditor to review the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant findings of ▇▇▇▇▇▇’s auditor and Landlord’s books and records. The two (2) auditors and the parties shall then meet to make such examinationresolve any difference between the audits. (vii) If agreement cannot be reached within two (2) Having previously made weeks thereafter, then the auditors shall together select a third auditor (who shall be a Qualified Auditor not affiliated with and who does not perform services for either party or their affiliates) to which they shall each promptly submit their findings in a final report, with copies submitted simultaneously to the first two (2) auditors, Tenant and Landlord. Within two (2) weeks after receipt of such examination in respect of any period for findings, the third auditor shall determine which Landlord has given Tenant a statement of the actual amount two reports best meets the terms of Landlord's Operating Expenses or Landlord's Tax Expensesthis Lease, Tenant may which report shall become the “Final Finding”. The third auditor shall not thereafter have the option of selecting a compromise between the first two auditors’ findings, nor to make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same periodany other finding. (3viii) Any request for examination in respect of any calendar year may be made no more than one (1) year after If the Final Finding determines that Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by has overcharged Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit Tenant toward the payment of additional Rent next due and payable under this Lease the amount of such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenantovercharge, except that or if such overpayment is determined after the expiration or termination or expiration of the term of this Lease, Landlord shall promptly refund pay to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, overcharge within thirty (30) days thereafter. If the Final Finding determines that Tenant was undercharged, then within twenty (20) days after the Final Finding, Tenant shall reimburse Landlord the amount of such determination, pay such underpayment to Landlordundercharge. (7ix) If, Tenant performs any such audit, it is determined If the Final Finding results in a determination that Landlord has overcharged Tenant on account of overstated Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in of Tenant’s Share of the aggregateOperating Expenses for the calendar year subject to the audit, then Landlord shall pay its own audit costs and reimburse Tenant for its costs associated with said audits. In all other events, each party shall pay its own audit costs, including one-half (1/2) of the reasonable out-of-pocket costs incurred by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00)cost of the third auditor. (8) Any disputes under this Section 2.6.1 relating x) The results of any audit of Operating Expenses hereunder shall be treated by ▇▇▇▇▇▇, all auditors, and their respective employees and agents as confidential, and shall not be discussed with nor disclosed to amounts any third party, except for disclosures required by applicable law, court rule or order or in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by connection with any litigation or arbitration under Section 8.31 belowinvolving Landlord or Tenant.

Tenant’s Audit Right. Subject to the provisions of this paragraph, If Tenant shall have the right, at Tenant's cost and expense, to examine all documentation and calculations prepared in the disputes Landlord’s determination of Operating Expenses Allocable to the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Operating Costs, Taxes, Tenant’s Share of Excess Operating Costs or Tenant’s Share of Excess Taxes for any calendar year, and provided that (a) no Event of Default exists under this Lease, and (b) Tenant delivers to Landlord written notice of the dispute within one hundred eighty (180) days after Landlord's Operating Expenses ’s delivery of the statement of such amount, then Tenant (but not any subtenant or assignee) may, at its sole cost and expense, upon prior written notice and during the Business Hours specified in the Basic Terms (“Business Hours”) at a time and place reasonably acceptable to Landlord (which may be the location where Landlord or Landlord's Tax Expenses’s Managing Agent identified in the Basic Terms (“Managing Agent”) Landlord’s General Manager identified in the Basic Terms (“General Manager”) maintains the applicable records), cause a certified public accountant reasonably acceptable to Landlord to audit Landlord’s records relating to the disputed amounts on a non-contingent basis. Tenant’s objection to Landlord’s determination of Excess Operating Costs, Excess Taxes, Tenant’s Share of Excess Operating Costs or Tenant’s Share of Excess Taxes is deemed withdrawn unless Tenant may not thereafter make a subsequent examination completes and delivers the audit to Landlord within one hundred eighty (180) days after the date Tenant delivers its dispute notice to Landlord under this Section 5.7. If the audit shows that the amount Landlord charged Tenant for Tenant’s Share of Landlord's Excess Operating Expenses or Landlord's Tax ExpensesCosts and/or Tenant’s Share of Excess Taxes was greater than the amount this Article 5 obligates Tenant to pay, as unless Landlord reasonably contests the case may beaudit, for that same period. Landlord will refund the excess amount to Tenant within ten (310) Any request for examination in respect of any calendar year may be made no more than one (1) year days after Landlord advises Tenant receives a copy of the actual audit report or, at Landlord’s option, Landlord will credit the excess amount against Tenant’s obligation to pay installments of Landlord's Tenant’s Share of Excess Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect Costs and/or Tenant’s Share of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal yearExcess Taxes, as applicable, it is finally determined that: (i) next accruing under this Lease. If the audit shows that the amount Landlord charged Tenant has made an overpayment on account for Tenant’s Share of Excess Operating Expenses Allocable Costs and/or Tenant’s Share of Excess Taxes was less than the amount this Article 5 obligates Tenant to the Premises or pay, Tenant will pay to Landlord's Tax Expenses Allocable to the Premises, as Additional Rent, the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant difference between the amount of such overpayment less any amounts then due from Tenant to Landlord; paid and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlord. (7) If, Tenant performs any such audit, it is amount determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregate, then Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred by Tenant in performing such audit. Pending resolution of any audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00). (8) Any disputes under this Section 2.6.1 relating 5.7, Tenant will continue to pay to Landlord the estimated amounts of Tenant’s Share of Excess Operating Costs and Tenant’s Share of Excess Taxes in excess of One Hundred Thousand accordance with Sections 5.4 and 00/100 Dollars ($100,000.00) 5.5. Tenant must keep all information it obtains in any audit strictly confidential and may be resolved by arbitration under only use such information for the limited purpose this Section 8.31 below5.7 describes and for Tenant’s own account.

Tenant’s Audit Right. Subject Tenant shall have the right to review and/or audit Landlord’s books and records regarding Tenant’s proportionate share of Operating Expenses at Landlord’s offices during normal business hours on ten (10) business days’ prior notice (“Review Notice”) once per year, provided provides written notice to Landlord within one hundred twenty (120) days following Tenant’s receipt of the provisions annual statement of this paragraphActual Expenses (the “Review Period”). Within a reasonable time after receipt of Tenant’s review/audit notice. Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Project, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. Any audit shall be conducted by Tenant’s staff or by a nationally recognized firm of certified public accountants (“Tenant’s CPA”) which, along with Tenant, agrees to be bound by a confidentiality agreement in a commercially reasonable form, on a noncontingent fee basis. Tenant shall have no right to contest, review or audit such statement if an Event of Default has occurred and is continuing, or if Tenant fails to give such written notice during the Review Period. Within sixty (60) days after the records are made available to Tenant, Tenant shall have the right, at Tenant's cost and expense, right to examine all documentation and calculations prepared give Landlord written notice (an “Objection Notice”) stating in the determination of Operating Expenses Allocable reasonable detail any objection to the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) that Tenant has made reviewed. If Tenant fails to give Landlord an overpayment on account Objection Notice within such sixty (60) day period or fails to provide Landlord with a Review Notice within the one hundred twenty (120) day period described above, Tenant shall be deemed to have approved Landlord’s annual statement of Actual Expenses for such year and shall be barred from raising any claims regarding Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except for that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlordyear. (7) If, Tenant performs any such audit, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregate, then Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00). (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject to the provisions of this paragraph, Tenant shall have the right, at Tenant's cost right to conduct an audit of Landlord’s books and expense, records relating to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable in accordance with the following terms and provisions, provided that Tenant delivers written notice of its intent to audit within ninety (90) days after receipt by Tenant of Landlord’s Statement (which Landlord’s Statement may be delivered in such manner as is customary for delivery of statements by Landlord under this Section 7) and completes such audit within one hundred twenty (120) days after the Premises date Landlord gives access to its books and Landlord's Tax Expenses Allocable records: (i) No Default is outstanding with respect to payment of Base Rent or additional Rent. (ii) Tenant shall have the Premises right to have an employee of Tenant or a Qualified Auditor (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant inspect Landlord’s accounting records at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examinationLandlord’s office no more than once per calendar year. (2iii) Having previously made such examination Neither the employee of Tenant nor the Qualified Auditor shall be employed or engaged on a contingency basis, in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses whole or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same periodin part. (3iv) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of Prior to commencing the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examinationaudit, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information auditor shall: (i) to if the auditor is not an employee of Tenant's employees, counsel provide Landlord with evidence that the auditor is from a nationally recognized accounting firm and advisors who have that the need to know such information in order to provide Tenant with advice in connection with such audit, individual performing the audit is a certified public accountant (a “Qualified Auditor”); (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant each sign a reasonable confidentiality letter to be provided by Landlord; and (iii) to provide Landlord with evidence of the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceedingfee arrangement between the auditor and Tenant. (6v) IfThe audit shall be limited solely to confirming that the Operating Expenses in the Base Year and as reported in the Landlord’s Statement are consistent with the terms of this Lease. The auditor shall not make any judgments as to the reasonableness of any item of expense and/or the total Operating Expenses, nor shall such reasonableness be subject to audit except where this Lease specifically states that a particular item must be reasonable. (vi) If Tenant’s auditor finds errors or overcharges in Landlord’s Statement that Tenant wishes to pursue, then within the time period set forth above Tenant shall advise Landlord thereof in writing with specific reference to claimed errors and overcharges and the relevant Lease provisions disqualifying such expenses. Landlord shall have a reasonable opportunity to meet with Tenant’s auditor (and any third auditor selected hereinbelow, if applicable) to explain its calculation of Operating Expenses, it being the understanding of Landlord and Tenant that Landlord intends to operate the Building as a first-class office building with service levels at or near the top of the market, increased as circumstances may require in Landlord’s sole and reasonable judgment. If Landlord agrees with said findings, appropriate rebates or charges shall be made to Tenant. If Landlord does not agree, Landlord shall engage its own auditor to review the findings of Tenant’s auditor and Landlord’s books and records. The two (2) auditors and the parties shall then meet to resolve any difference between the audits. (vii) If agreement cannot be reached within two (2) weeks after the audit by Tenant of Landlord's books two (2) auditors and records pursuant the parties first meet to this Section 2.6.1 attempt to resolve the dispute, then the auditors shall together select a third auditor (who shall be a Qualified Auditor not affiliated with respect and who does not perform services for either party or their affiliates) to any calendar year or fiscal yearwhich they shall each promptly submit their findings in a final report, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable with copies submitted simultaneously to the Premises or first two (2) auditors, Tenant and Landlord's Tax Expenses Allocable . Within two (2) weeks after receipt of such findings, the third auditor shall determine which of the two reports best meets the terms of this Lease, which report shall become the “Final Finding”. The third auditor shall not have the option of selecting a compromise between the first two auditors’ findings, nor to make any other finding. (viii) If the Premises, as the case may beFinal Finding determines that Landlord has overcharged Tenant, Landlord shall credit such overpayment against Tenant toward the payment of Base Rent or additional Rent next installment(s) of Annual Fixed Rent thereafter due and payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of under this Lease, Landlord shall promptly refund to Tenant Lease the amount of such overpayment less any amounts then due from overcharge, or if the Term of this Lease has ended, shall refund the overcharged amount to Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days after the Final Finding. If the Final Finding determines that Tenant was undercharged, then within thirty (30) days after the Final Finding, Tenant shall reimburse Landlord the amount of such determination, pay such underpayment to Landlordundercharge. (7ix) If, Tenant performs any such audit, it is determined If the Final Finding results in a determination that Landlord has overcharged Tenant on account overstated Tenant’s Share of the Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in for the aggregatecalendar year subject to the audit, then Landlord shall pay its own audit costs and reimburse Tenant for its costs associated with said audits. If the reasonable out-of-pocket Final Finding results in no credit to Tenant for the calendar year subject to the audit (or in a determination that Tenant underpaid Operating Expense for such year), Tenant shall pay its own costs incurred by Tenant in performing such and shall reimburse Landlord for Landlord’s costs associated with said audits. In all other events, each party shall pay its own audit not to exceed Five Thousand and 00/100 Dollars costs, including one half ($5,000.00)1/2) of the cost of the third auditor. (8) Any disputes under this Section 2.6.1 relating x) The results of any audit of Operating Expenses hereunder shall be treated by Tenant, all auditors, and their respective employees and agents as confidential, and shall not be discussed with nor disclosed to amounts any third party, except for disclosures required by applicable law, court rule or order or in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by connection with any litigation or arbitration under Section 8.31 belowinvolving Landlord or Tenant.

Tenant’s Audit Right. (a) Landlord will deliver the annual Operating Cost statement (the “Year End Statement”) to Tenant within one hundred twenty (120) days after the expiration of the respective Lease Year (with reasonable detail and backup). Landlord’s failure to render any Year End Statement on a timely basis with respect to any calendar year shall not prejudice Landlord’s right to thereafter render a Year End Statement with respect to such calendar year or any subsequent calendar year, nor shall the rendering of a Year End Statement prejudice Landlord’s right to thereafter render a corrected Year End Statement for that calendar year; provided, however, in no event shall Landlord have the right to render a Year End Statement (or a corrected Year End Statement) more than two (2) years after the end of the calendar year in question. (b) Subject to the provisions of this paragraphSection 9.2, Tenant shall have the right, at Tenant's ’s sole cost and expense, to examine all documentation and calculations prepared in the determination correctness of Operating Expenses Allocable to the Premises and Landlord's Tax Expenses Allocable to Year End Statement, provided by Landlord under the Premises (as defined in Section 2.7 below) (Collectivelyapplicable provisions of this Lease, the "Total Expenses"):or any item contained therein: (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3i) Any request for examination in respect of any calendar year may be made by notice from Tenant to Landlord no more than one hundred twenty (1120) year days after the date (the “Operating Cost Statement Date”) that Landlord advises provides a Year End Statement or a corrected Year End Statement to Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year year. Any examination under the preceding sentence must be completed and provides the results communicated to Landlord no more than one hundred eighty (180) days after Tenant the applicable year-end statement required under Section 2.6 or Section 2.7has made such request, as provided herein. (4ii) Tenant hereby acknowledges and agrees that Tenant’s sole right to contest any Year End Statement shall be as expressly set forth in this Section 9.2. Tenant hereby waives any and all other rights provided pursuant to applicable laws to inspect Landlord’s books and records and/or to contest the Year End Statement. If Tenant shall fail to timely exercise Tenant’s right to inspect Landlord’s books and records as provided in this Section, or if Tenant shall fail to timely communicate to Landlord the results of Tenant’s examination as provided in this Section, with respect to any calendar year, then the Year End Statement delivered by Landlord to Tenant shall be conclusive and binding on Tenant. (iii) So much of Landlord’s books and records pertaining to Tenant’s pro rata share of the Operating Costs for the specific matters questioned by Tenant for the calendar year included in Landlord’s Year End Statement shall be made available to Tenant within thirty (30) days after Landlord timely receives the notice from Tenant to make such examination pursuant to this Section, either electronically or during normal business hours, at the offices where Landlord keeps such books and records. (iv) Tenant shall have no right to make such examination unless Tenant has paid the amount shown on the Year End Statement. Tenant shall have the right to make such examination no more than once in respect of any calendar year in which Landlord has given Tenant a Year End Statement, provided that, Tenant may make an examination of any subsequently issued corrected Year End Statement for such calendar year. (v) Such examination may be made only by the following (each, an “Authorized Auditor”): (x) a qualified employee of Tenant's employees, internal (y) an independent nationally or regionally recognized certified public accounting departmentfirm or brokerage firm licensed to do business in the State, outside accountants or other professional auditing company(z) another audit firm licensed to do business in the State, provided any such outside accountants and/or auditing company are subject to Landlord’s approval, which shall not be unreasonably withheld, conditioned, or delayed; it being paid agreed that, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Inc. is an Authorized Auditor for purposes of this clause (v). No examination shall be conducted by Tenant an Authorized Auditor who is to be compensated, in whole or in part, on a contingent fee basis. All costs and expenses of any such examination shall be paid by Tenant. (5vi) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit Kreasonably acceptable to Landlord, agreeing to keep confidential any information which it discovers about Landlord or the Buildings Building in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6vii) If, after the audit by Tenant of Landlord's books No subtenant shall have any right to conduct any such examination and records pursuant to this Section 2.6.1 no assignee may conduct any such examination with respect to any calendar year period during which the assignee was not in possession of the Premises. (viii) If as a result of such examination Landlord and Tenant agree (or fiscal year, as applicable, it is finally determined that: (idetermined) that the amounts paid by Tenant has made an overpayment to Landlord on account of Tenant’s pro rata share of Operating Expenses Allocable Costs exceeded the amounts to which Landlord was entitled hereunder, or that Tenant is entitled to a credit with respect to Tenant’s pro rata share of Operating Costs, Landlord, at its option, shall refund to Tenant the Premises amount of such excess or Landlord's Tax Expenses Allocable apply the amount of such credit to the Premisesamounts of Annual Fixed Rent next coming due, as the case may be, Landlord shall credit such overpayment against the next installment(swithin thirty (30) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined days after the termination or expiration date of such agreement (unless the term of this Leasehas ended, in which case Landlord shall promptly refund to Tenant the amount of such overpayment less any excess). Similarly, if Landlord and Tenant agree (or it is finally determined) that the amounts then due from paid by Tenant to Landlord; and (ii) Tenant has made an underpayment Landlord on account of Tenant’s pro rata share of Operating Expenses Allocable Costs were less than the amounts to the Premises or which Landlord was entitled hereunder, then Tenant shall pay to Landlord's Tax Expenses Allocable to the Premises, as Additional Rent, the case may be, Tenant shall, amount of such deficiency within thirty (30) days after the date of such determination, pay such underpayment to Landlord. (7) Ifagreement. Except as provided in this Section, Tenant performs shall have no right whatsoever to dispute by judicial proceeding or otherwise the accuracy of any Year End Statement. If such audit, it is determined examination reveals that the amount that Landlord has overcharged billed to Tenant on account of Operating Expenses Allocable and paid by Tenant to Landlord for the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, applicable calendar year in question exceeded by more than five percent (5%) in the aggregateamount that Tenant should have been billed during such calendar year, then Landlord shall reimburse Tenant for pay the reasonable out-of-pocket costs incurred by Tenant in performing cost of such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00)examination. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject to If Tenant disputes the provisions amount of this paragraph, Tenant shall have the right, at Tenant's cost and expense, to examine all documentation and calculations prepared Additional Rent stated in the determination Landlord’s Statement, Tenant, within six (6) months of receipt of Landlord’s Statement, may itself, through its own employees, or through a nationally recognized property management firm designated by Tenant and reasonably acceptable to Landlord (the “Approved Inspection Firm”), inspect Landlord’s books and records directly related to Operating Expenses Allocable to and Property Taxes for the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any applicable calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expensesonly and, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with the first such examinationinspection during the Lease Term or in connection with comparing the Operating Expenses and Taxes for the applicable Base Year to a subsequent year, the Operating Expenses and Taxes for the applicable Base Year; provided, however, that Tenant is not entitled to request that inspection if Tenant is then in monetary default under this Lease (as to which notice has been previously given) or if Tenant has not paid all amounts required to be paid under the applicable Landlord Statement. As a condition to any such inspection, Tenant and, if applicable the Approved Inspection Firm, shall execute a confidentiality agreement, in form and substance reasonably acceptable to Tenant, agreeing to keep the results of any such inspection and the results thereof, confidential. Tenant may disclose the information obtained from such information (i) audit and examination to Tenant's employeesaccountants, counsel attorneys and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent others reasonably required by applicable law Tenant to perform, analyze and/or enforce such audit and examination and this Lease. Landlord shall provide Tenant’s designated representative, or reporting requirements or by administrativethe Approved Inspection Firm, governmental or judicial proceeding. (6) If, after the audit by Tenant of access to Landlord's ’s books and records pursuant directly related to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable and Property Taxes during Landlord’s regular business hours and upon reasonable prior notice at the Building management office in San Francisco. Tenant’s Approved Inspection Firm must not be retained on a contingency fee basis. Tenant shall have the right to copy and duplicate such information as Tenant may require. If Landlord disputes the Premises or Landlord's Tax Expenses Allocable to results of an audit done by Tenant, Landlord shall send Tenant a notice thereof within ten (10) days after receipt of the Premises, as results of such audit. To the case may beextent Landlord disputes a portion of the results of such audit, Landlord shall credit such overpayment the undisputed portion of the overcharge against the next installment(smonthly rent payments of Tenant or if the Term has expired or otherwise has been terminated, shall refund the undisputed portion of the overcharges to the Tenant. Following receipt of Landlord's notice, either party may submit the dispute for arbitration, provided that Tenant shall continue to pay to Landlord all rent, including any adjustments pursuant to this Article, until a final decision is rendered pursuant to arbitration. If after Tenant’s or its Approved Inspection Firm’s inspection, Tenant still disputes the Landlord’s Statement, Landlord and Tenant shall for a period of thirty (30) days seek to agree on the amount subject to dispute, and if no agreement is reached, then, either party may submit such dispute to binding arbitration by notice to the other party (“Arbitration Notice”). The failure of Annual Fixed Rent thereafter payable Tenant to provide an Arbitration Notice within sixty (60) days of Tenant’s delivery of the Tenant’s Approved Inspection Firm’s report to Landlord shall constitute a waiver by Tenant of its right to arbitrate hereunder, and except for such adjustments as have been agreed to by Landlord, Landlord’s Statement shall be conclusive and binding to Tenant. Within thirty (30) days of the Arbitration Notice, Landlord and Tenant shall jointly select an arbitrator, who shall be unaffiliated in any manner with either Landlord or Tenant and shall be a certified public accountant that shall have been active over the five (5) year period ending on the date of such appointment in the analysis of operating expenses in commercial office buildings in San Francisco,. Neither Landlord nor Tenant shall consult with such arbitrator as to his or her opinion as to the disputed matters prior to the appointment. The determination of the arbitrator shall be limited solely to issues raised by Tenant’s Approved Inspection Firm’s report or by Landlord’s response to Tenant’s Approved Inspection Firm’s report. Such arbitrator may hold hearings and require such briefs as the arbitrator, except that if such overpayment in his or her sole discretion, determines is determined necessary. In addition, Landlord or Tenant may submit to the arbitrator with a copy to the other party within five (5) business days after the termination or expiration appointment of the term of this Lease, Landlord shall promptly refund arbitrator any data and additional information that such party deems relevant to Tenant the amount determination by the arbitrator and the other party may submit a reply in writing within five (5) business days after receipt of such overpayment less any amounts then due from Tenant to Landlord; data and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, additional information. The arbitrator shall conduct such evidentiary hearings as the case may be, Tenant arbitrator deems necessary or appropriate. The arbitrator shall, within thirty (30) days of his or her appointment, reach a decision as to the disputed matters in Tenant’s Approved Inspection Firm’s report, and shall notify Landlord and Tenant of such determination. The decision of the arbitrator shall be binding upon Landlord and Tenant. If Landlord and Tenant fail to agree upon and appoint such arbitrator, pay such underpayment then the appointment of the arbitrator shall be made by JAMS. If Landlord and Tenant fail to Landlord. (7) If, Tenant performs any such audit, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable agree upon other matters relating to the Premises arbitration, then the rules of JAMS shall govern such arbitration. The cost of arbitration shall be paid by the substantially unsuccessful party, as determined by the arbitrator. The arbitration proceeding and all evidence given or Landlord's Tax Expenses Allocable discovered pursuant thereto shall be maintained in confidence by all parties. Judgment upon the award rendered by the arbitrator may be entered by either party into any court having jurisdiction, or application may be made to such court for a judicial recognition of the Premisesaward or an order of enforcement thereof, as the case may be. If such arbitration reveals that Tenant has made an overpayment, Landlord shall credit the amount of the overpayment the next monthly rent payment of Tenant, or if the Term has expired or otherwise been terminated, refund such overpayment to Tenant. If the certification shows that the amount payable by Tenant attributable to Tenant’s Share of actual Property Taxes and Operating Expenses was less than reported in Landlord’s Statement, Tenant shall be credited against the next installment of Rent in the amount of any overpayment by Tenant, and, if the amount reported in Landlord’s Statement exceeded the amount determined by the certification as payable by Tenant attributable to Tenant’s Share of Property Taxes and Operating Expenses for the period subject to the certification by more than five the greater of $7,500 or four percent (54%) in the aggregate), then Landlord shall reimburse Tenant for its actual and reasonable audit expenses incurred in auditing such statement, and a reimbursement of attorneys' fees incurred in determining and recovering the reasonable out-of-pocket costs incurred overpayment in addition to the credit, or when appropriate, a refund of the overpayment. Likewise, if the certification shows that the amount payable by Tenant attributable to Tenant’s Share of actual Property Taxes and Operating Expenses was greater than reported in performing such Landlord’s Statement, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. If Tenant fails to timely exercise its audit not rights in accordance with this Paragraph 5.H, the failure shall be conclusively deemed to exceed Five Thousand constitute Tenant’s approval of Landlord’s Statement for the calendar year in question. In no event shall this Paragraph 5.H be deemed to allow any review of any of Landlord’s books and 00/100 Dollars ($5,000.00). (8) Any records by any subtenant of Tenant. The provisions of this Paragraph 5.H are intended as the sole and exclusive remedy of Tenant for the resolution of disputes under this Section 2.6.1 relating to Additional Rent stated in any Landlord’s Statement and shall survive the termination or expiration of this Lease for such period as hereinabove provided for Tenant to exercise such right during the year prior to such termination or expiration of the Lease Term. Landlord's failure to submit a Landlord's Statement to Tenant within one (1) year after the expiration of any calendar year shall be deemed a conclusive waiver of Landlord's right to any Additional Rent relating to such Landlord's Statement for such year (except for Additional Rent due in connection with Property Taxes, to the extent that the associated delay was attributable to with a failure by the taxing authority to provide the assessment required to invoice Tenant for Additional Rent within such period of time). Landlord's failure to submit a Landlord's Statement shall not deprive Tenant of its right to recover from Landlord if Tenant's estimated payments exceed the amounts in excess actually due from Tenant for Operating Expenses or Property Taxes. Subject to the preceding sentence, the obligations of One Hundred Thousand Landlord and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 belowTenant with respect to any Additional Rent shall survive the expiration or any sooner termination of the Term.

Tenant’s Audit Right. Subject Within six (6) months after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount set forth in the Statement, an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm), designated by Tenant, may, at Tenant’s sole cost and expense subject to reimbursement, as provided for herein and after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default in the provisions payment of this paragraph▇▇▇▇ Rent or Building Direct Expenses after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall execute a confidentiality agreement, in a form reasonably acceptable to Landlord in Landlord’s reasonable discretion sole discretion, to maintain all information contained in Landlord’s records in strict confidence. Landlord shall cooperate with Tenant in obtaining all necessary or appropriate information from the Association. Notwithstanding the foregoing, Tenant shall only have the right, at Tenant's cost and expense, right to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable to the Premises and review Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such ’s records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of time during any twelve (12) month period. Tenant’s failure to dispute the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, amounts set forth in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only any Statement by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver written notice to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days after the Review Period shall be deemed to be Tenant’s approval of such determinationStatement and Tenant, pay thereafter, waives the right or ability to dispute the amounts set forth in such underpayment to Landlord. Statement. If after such inspection, but within thirty (730) Ifdays after the Review Period, Tenant performs any notifies Landlord in writing that Tenant still disputes such auditamounts, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable a certification as to the Premises proper amount shall be made by an independent certified public accountant selected by Landlord and reasonably approved by Tenant who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant and the accountant the information upon which the certification is to be based. If such certification by the accountant proves that the Building Direct Expenses set forth in the Statement were (i) overstated by less than four percent (4%), then the cost of the accountant and the cost of such certification shall be paid for by Tenant, (ii) overstated by four percent (4%) or more but less than six percent (6%), then the cost of the accountant and the cost of certification shall be split evenly between Landlord and Tenant, or (iii) overstated by six percent (6%) or more, then the cost of the accountant and the cost of such certification shall be paid for by Landlord's Tax Expenses Allocable to . Promptly following the Premisesparties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case ease may be, by more than five percent (5%) in the aggregateto each other, then Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred by Tenant in performing as are determined to be owing pursuant to such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00)certification. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject Provided that Tenant delivers written notice of its intent to audit within sixty (60) days after receipt by Tenant of a statement from Landlord and Tenant completes such audit within one hundred eighty (180) days after the provisions of this paragraphdate Landlord makes Landlord’s books and records available to Tenant, Tenant shall have the rightright following the Base Year, at Tenant's cost and expensebut not more than once per calendar year, to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable to the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount conduct an audit of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's ’s books and records pursuant relating to this Section 2.6.1 Operating Expenses in accordance with respect to any calendar year or fiscal year, as applicable, it is finally determined thatthe following terms and provisions: (i) No default then exists; (ii) Tenant has made shall have the right to have an overpayment employee of Tenant or a Qualified Auditor (as defined below) inspect Landlord’s accounting records at Landlord’s office; (iii) neither the employee of Tenant nor the Qualified Auditor shall be employed or engaged on account a contingency basis, in whole or in part; (iv) prior to commencing the audit, Tenant and the auditor shall: (A) if the auditor is not an employee of Tenant, provide Landlord with evidence that the auditor is from a nationally recognized accounting firm and that the individual performing the audit is a certified public accountant (a “Qualified Auditor”); (B) each sign a confidentiality letter to be provided by Landlord; and (C) provide Landlord with evidence of the fee arrangement between the auditor and Tenant; (v) the audit shall be limited solely to confirming that the Operating Expenses reported in the Landlord’s statement are consistent with the terms of this Lease. If Tenant’s auditor finds errors or overcharges in Landlord’s statement that Tenant wishes to pursue, then within the time period set forth above, Tenant shall advise Landlord thereof in writing with specific reference to claimed errors and overcharges and where applicable, the relevant Lease provisions disqualifying such expenses, and Landlord shall have a reasonable opportunity to meet with Tenant’s auditor (and any third auditor selected hereinbelow, if applicable) to explain its calculation of Operating Expenses Allocable Expenses. If Landlord agrees with said findings, appropriate rebates or charges shall be made to Tenant. If Landlord does not agree, Landlord shall engage its own auditor to review the findings of Tenant’s auditor and Landlord’s books and records. The two (2) auditors and the parties shall then meet to resolve any difference between the audits. If agreement cannot be reached within two (2) weeks thereafter, then the auditors shall together select a third auditor (who shall be a Qualified Auditor not affiliated with and who does not perform services for either party or their affiliates) to which they shall each promptly submit their findings in a final report, with copies submitted simultaneously to the Premises or first two (2) auditors, Tenant and Landlord's Tax Expenses Allocable . Within two (2) weeks after receipt of such findings, the third auditor shall determine which of the two reports best meets the terms of this Lease, which report shall become the “Final Finding”. The third auditor shall not have the option of selecting a compromise between the first two auditors’ findings, nor to make any other finding. If the Premises, as the case may beFinal Finding determines that Landlord has overcharged Tenant, Landlord shall credit such overpayment against Tenant toward the payment of additional rent next installment(s) of Annual Fixed Rent thereafter due and payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of under this Lease, Landlord shall promptly refund to Tenant Lease the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant overcharge, or if the Term has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premisesexpired, as the case may be, Tenant shall, within thirty (30) days of such determination, Landlord shall pay such underpayment amount to Landlord. (7) If, Tenant performs any such audit, it is determined within 30 days. If the Final Finding determines that Landlord has overcharged Tenant on account of overstated the Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregatepercent, then Landlord shall reimburse Tenant for all of Tenant’s reasonable costs relating to the reasonable out-of-pocket costs incurred by Tenant in performing such audit Audit not to exceed Five Thousand $5,000. If the Final Finding determines that Tenant was undercharged, then within thirty (30) days after the Final Finding, Tenant shall reimburse Landlord the amount of such undercharge. Tenant’s failure to provide written notice of its intent to audit within sixty (60) days after receipt by Tenant of a statement or failure to complete such audit within one hundred and 00/100 Dollars eighty ($5,000.00)180) days after the date Landlord makes Landlord’s books and records available to Tenant shall be deemed to be Tenant’s waiver of the audit rights set forth herein. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject The Annual Expense Statements furnished by Landlord to the provisions of this paragraph, Tenant as provided in Section 4.4.3 shall have the right, at Tenant's cost and expense, be binding on Tenant as to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable to for the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of Base Expense Year and/or any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examinationFiscal Year; provided, however, Tenant may, within ninety (90) days after receipt of Landlord’s first statement setting forth Expenses for the Base Expense Year and/or any Annual Expense Statement for any comparison Fiscal Year, by written notice delivered to Landlord, time being of the essence, question the correctness of such Annual Expense Statement or statement of the Base Expenses. Landlord shall maintain books and records necessary for computation of Expenses. Landlord shall permit Tenant or Tenant’s independent certified public accountants, which shall be a firm having at least ten (10) members who are certified public accountants and which shall certify to Landlord that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice it is not being compensated in connection with such auditaudit on a “contingency” or similar basis (“CPA”), (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to have access to the extent required by applicable law or reporting requirements or by administrativebooks and records utilized to compute Expenses, governmental or judicial proceeding. during normal Business Hours upon reasonable notice for a period of one hundred eighty (6180) Ifdays after receipt of such Annual Expense Statement in question, after and during no other time. Pending determination of any such dispute, and as a condition to Tenant’s right to review Landlord’s books and records in accordance with this Section, Tenant shall pay Additional Rent in accordance with the audit Statement that Tenant is disputing, without prejudice to Tenant’s position. Tenant shall notify Landlord in reasonable detail and with reasonable specificity of any claim by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days after the expiration of the aforesaid one hundred eighty (180) day review period, or Tenant shall be deemed to have waived any claims not asserted within said thirty (30) day period. No copying of any of Landlord’s books and records shall be allowed except that a reasonable number of specific invoices may be copied to the extent reasonably necessary for Tenant or its CPA to prepare a report of such determinationaudit. Tenant agrees that Tenant shall not disclose the contents of such books and records to any other party unless (i) Tenant is compelled to disclose the information pursuant to court order or applicable law; (ii) such disclosure is in connection with any proceeding enforcing any remedies of Tenant as to the computation of Expenses or (iii) such disclosure is to any officer, pay such underpayment employee, attorney or CPA of Tenant. Landlord may require any CPA employed by Tenant to execute a confidentiality agreement in form satisfactory to Landlord prior to reviewing any books and records of Landlord. . Tenant hereby waives any rights Tenant may have to review any books and records of Landlord (7including, without limitation, any rights by law) Ifexcept as expressly set forth in this Section 4.4.2. Notwithstanding anything to the contrary in this Section 4.4, Tenant performs any such audit, if it is finally determined that Landlord has overcharged Tenant on account of Operating overstated Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, for a Fiscal Year in any Annual Expense Statement by more than five percent ten (510%) in the aggregatepercent of Expenses as so finally determined, then Landlord shall reimburse pay Tenant (by credit or payment as provided above) interest on the amount of Tenant’s overpayment for such Fiscal Year at the reasonable out-of-pocket costs incurred by Prime Rate calculated at 2% over the Prime Rate from the later of (x) the last day of the applicable Fiscal Year or (y) the date on which Tenant in performing shall have paid to Landlord any “true up” for such audit not Fiscal Year after Landlord shall have given Tenant the Annual Expense Statement with respect to exceed Five Thousand and 00/100 Dollars ($5,000.00)such Fiscal Year, to the date on which Landlord shall refund or credit such overpayment to Tenant. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject Tenant may designate, within 90 days after delivery of any statement, an agent to inspect Landlord’s books and records for the provisions of this paragraph, Tenant shall have the rightapplicable calendar year only (which agent may, at Tenant's cost ’s discretion, work on a contingency fee basis); provided, that Tenant is not entitled to request any inspection if an Event of Default has occurred and expenseis continuing, and any such inspection shall be limited only to examine all documentation those books and calculations prepared records that are necessary in order for Tenant to resolve such dispute. Landlord shall provide Tenant’s agent access to such books and records during Landlord’s regular business hours and upon reasonable prior notice. Tenant shall notify Landlord of the results of such inspection, including its determination of Operating Expenses Allocable the amount of any overpayment or underpayment, within 30 days after such inspection is completed. If Landlord disputes such results, it shall give notice to the Premises Tenant of such dispute within 10 days after receipt of Tenant’s notice, whereupon Tenant’s representatives will promptly meet with Landlord’s representatives in an effort to resolve such dispute. If such representatives are unable to resolve such dispute within 15 days after Landlord gives such notice, then they shall designate a nationally or regionally recognized accounting firm that is unaffiliated with either party to finally resolve such dispute. Such accounting firm shall render its decision within 20 days and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation such decision shall be made available to Tenant at final and binding upon the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect parties. Each party shall pay the fees of their own representatives. The amount of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses overpayment or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may underpayment shall be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. or Landlord (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to credited against Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year’s future Rent payments), as applicable, within 30 days after the final determination. Tenant shall keep any information gained from the inspection of Landlord’s books and records confidential and shall not disclose it is finally determined that: to any other party, except as may be required by law. If requested by Landlord, Tenant shall require its employees and any accountant inspecting Landlord’s books and records to sign a confidentiality agreement as a condition of Landlord’s making its books and records available to them. If Tenant fails to timely exercise its audit rights in accordance with this Section, the failure shall be conclusively deemed to constitute Tenant’s approval of any statement for the calendar year in question. In no event shall this Section be deemed to allow any review of any of Landlord’s books and records by any subtenant of Tenant. In the event such audit discloses (i) errors made during the prior calendar year which, when totaled, establish that the sum overcharged to and paid by Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(sexceeds three percent (3%) of Annual Fixed Rent thereafter payable by the actual (as distinguished from estimated) amount of Tenant’s Proportionate Share of Taxes and Operating Expenses, except that if such overpayment is determined after the termination or expiration audit (i.e. the costs of the term final accounting firm) shall be at the expense of this LeaseLandlord, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and or (ii) Tenant has made no errors or an underpayment on account of Operating Expenses Allocable to the Premises error which equals or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlord. (7) If, Tenant performs any such audit, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more less than five three percent (53%) in ), the aggregate, then Landlord audit shall reimburse Tenant for be at the reasonable out-of-pocket costs incurred by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00)expense of Tenant. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject Within sixty (60) days (the “Audit Election Period”) after Landlord furnishes to Tenant the Common Area Maintenance, Tax and Insurance Statement for any calendar year, Tenant may, at its expense during Landlord’s normal business hours, elect to audit Landlord’s Common Area Maintenance Costs, Taxes and Insurance for such calendar year only, subject to the provisions following conditions: (1) no Event of Default has occurred under this paragraphLease; (2) the audit shall be prepared by an independent certified public accounting firm of recognized national standing; (3) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (4) the audit shall commence within thirty (30) days after Landlord makes Landlord’s books and records available to Tenant’s auditor and shall conclude within sixty (60) days after commencement; (5) the audit shall be conducted where Landlord maintains its books and records and shall not interfere with the conduct of Landlord’s business, and Tenant shall deliver a copy of such audit to Landlord within five (5) Business Days following the completion of such audit by Tenant; and (6) except for disclosures required by Law and as required for the audit by Tenant or Tenant's professional internal or third-party auditor, Tenant shall keep all information it obtains in any audit confidential and may only use such information for the limited purpose this Section 6 describes and for Tenant's own account and shall, if requested by Landlord, execute Landlord’s confidentiality agreement for Landlord’s benefit prior to commencing the audit. Notwithstanding the foregoing, Tenant shall have the right, at Tenant's cost and expense, no right to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable to the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available conduct an audit if Landlord furnishes to Tenant at an audit report for the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one in question prepared by an independent certified public accounting firm of recognized national standing (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about whether originally prepared for Landlord or the Buildings in connection with such examination; providedanother party). This paragraph shall not be construed to limit, howeversuspend or ▇▇▇▇▇ Tenant’s obligation to pay Rent when due, that Tenant may disclose such information (i) to Tenant's employeesincluding estimated Common Area Maintenance Costs, counsel Taxes and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may beInsurance. After verification, Landlord shall credit such any overpayment determined by the audit report against the next installment(s) of Annual Fixed Rent thereafter payable due and owing by TenantTenant or, except that if no further Rent is due, refund such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund directly to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlord. (7) If. Likewise, Tenant performs shall pay Landlord any such auditunderpayment determined by the audit report within thirty (30) days of determination. The foregoing obligations shall survive the expiration or earlier termination of the Lease. If Tenant does not give written notice of its election to audit during the Audit Election Period, it is determined Landlord’s Common Area Maintenance Costs, Taxes and Insurance for the applicable calendar year shall be deemed approved for all purposes, and Tenant shall have no further right to review or contest the same. If the audit proves that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to calculation of Common Area Maintenance Costs, Taxes and Insurance for the Premises, as the case may be, calendar year under inspection was overstated by more than five ten percent (510%) in the aggregate, then then, after verification, Landlord shall reimburse Tenant for the pay Tenant's actual reasonable out-of-pocket costs incurred by Tenant in performing such audit not and inspection fees applicable to exceed Five Thousand and 00/100 Dollars the review of said calendar year statement within thirty ($5,000.00)30) days after receipt of Tenant's invoice therefor. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject Tenant shall have the right to examine, copy and audit Landlord's books and records establishing Operating Expenses for any Operating Year for a period of one (1) year following the date that Tenant receives the statement of Operating Expenses for such Operating Year from Landlord. Tenant shall give Landlord not less than thirty (30) days' prior notice of its intention to examine and audit such books and records, and such examination and audit shall take place at such place within the continental United States as Landlord routinely maintains such books and records, unless Landlord elects to have such examination and audit take place in another location designated by Landlord in the city and state in which the Property is located. All costs of the examination and audit shall be borne by Tenant; provided, however, that if such examination and audit establishes that the actual Operating Expenses for the Operating Year in question are less than the amount set forth as the annual Operating Expenses on the annual statement delivered to Tenant by at least five percent (5%), then Landlord shall pay the reasonable costs of such examination and audit. If, pursuant to the provisions audit, the payments made for such Operating Year by Tenant exceed Tenant's required payment on account thereof for such Operating Year, Landlord shall credit the amount of overpayment against subsequent obligations of Tenant with respect to Operating Expenses (or promptly refund such overpayment if the Term of this Lease has ended and Tenant has no further obligation to Landlord); but, if the payments made by Tenant for such Operating Year are less than Tenant's required payment as established by the examination and audit, Tenant shall pay the deficiency to Landlord within thirty (30) days after conclusion of the examination and audit, and the obligation to make such payment for any period within the Term shall survive expiration of the Term. Tenant shall be required to deliver to Landlord a copy of its contract with its auditor and a copy of all reports produced by its auditor, and Tenant shall not be permitted to engage an auditor which is paid on a contingency or percentage basis. If Tenant does not elect to exercise its right to examine and audit Landlord's books and records for any Operating Year within the time period provided for by this paragraph, Tenant shall have the right, at Tenantno further right to challenge Landlord's cost and expense, to examine all documentation and calculations prepared in the determination statement of Operating Expenses Allocable to the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlord. (7) If, Tenant performs any such audit, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregate, then Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00). (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject to the provisions of this paragraphSection 2.8 and provided that no monetary or material non-monetary Event of Default of Tenant exists, Tenant shall have the right, at Tenant's cost and expense, right to examine all documentation and calculations prepared in the determination correctness of the Landlord’s Tax Excess statement, Landlord’s Operating Expenses Allocable to the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"):Expense statement and/or any annual electricity reconciliation statement or any item contained therein: (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year “Tax Year” or “Operating Year” (as such terms are defined hereinbelow) may be made by notice from Tenant to Landlord no more than one hundred eighty (1180) year days after the date Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 hereunder in respect of such Operating Year and such Tax Year (and only if Tenant shall have fully paid the amounts billed with respect to the applicable Operating Expenses, Taxes or Section 2.7. (4) Such examination may be made only by Tenant's employeeselectricity charge). Notwithstanding the foregoing, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employeesif Tenant has not previously exercised its right, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 2.8, to examine Landlord’s Tax Excess statement with respect to any calendar year or fiscal yearBase Taxes, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to may request such examination not later than the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from deadline for Tenant to exercise its right to examine Landlord; ’s statement relating to Landlord’s Tax Excess statement for fiscal year 2016, and (ii) if Tenant has made an underpayment on account of not previously exercised its right, pursuant to this Section 2.8, to examine Landlord’s Operating Expenses Allocable Expense statement with respect to Base Operating Expenses, Tenant may request such examination not later than the deadline for Tenant to exercise its right to examine Landlord’s statement relating to Landlord’s Operating Expense statement for calendar year 2016. Such notice shall set forth in reasonable detail the matters questioned. Any examination must be completed and the results communicated to Landlord no more than one hundred eighty (180) days after Landlord provides Tenant with access to the Premises or Landlord's Tax Expenses Allocable books and records reasonably required to perform such examination. “Operating Year” shall mean a period of twelve (12) consecutive calendar months, commencing on the Premisesfirst day of January in each year, as except that the case may befirst Operating Year of the Lease Term hereof shall be the period commencing on the Commencement Date and ending on the succeeding December 31, Tenant shalland the last Operating Year of the Lease Term hereof shall be the period commencing on January 1 of the calendar year in which the Lease Term ends, within thirty (30) days of such determination, pay such underpayment to Landlordand ending with the date on which the Lease Term ends. (7) If, Tenant performs any such audit, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregate, then Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00). (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject Within sixty (60) days (the “Audit Election Period”) after Landlord furnishes to Tenant the Operating Costs Reconciliation Statement for any calendar year, Tenant may, at its expense during Landlord’s normal business hours, elect to audit Landlord’s Operating Costs for such calendar year only, subject to the provisions of this paragraph, Tenant shall have the right, at Tenant's cost and expense, to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable to the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): following conditions: (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. no Event of Default has occurred under this Lease; (2) Having previously made such examination in respect the audit shall be prepared by an independent certified public accounting firm of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. recognized national standing; (3) Any request for examination in respect of no event shall any calendar year may audit be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. performed by a firm retained on a “contingency fee” basis; (4) Such examination may be made only by the audit shall commence within thirty (30) days after Landlord makes Landlord’s books and records available to Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. ’s auditor and shall conclude within sixty (60) days after commencement; (5) As a condition to performing any such examination, the audit shall be conducted where Landlord maintains its books and records and shall not interfere with the conduct of Landlord’s business; and (6) Tenant and its examiners accounting firm shall be required treat any audit in a confidential manner and shall each execute Landlord’s commercially reasonable confidentiality agreement for ▇▇▇▇▇▇▇▇’s benefit prior to execute and commencing the audit. Tenant shall deliver a copy of such audit to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or within five (5) Business Days following the Buildings in connection with completion of such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant Tenant. This paragraph shall not be construed to this Section 2.6.1 with respect limit, suspend or ▇▇▇▇▇ ▇▇▇▇▇▇’s obligation to any calendar year or fiscal yearpay Rent when due, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of including estimated Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may beCosts. After verification, Landlord shall credit such any overpayment determined by the audit report against the next installment(s) of Annual Fixed Rent thereafter payable due and owing by TenantTenant or, except that if no further Rent is due, refund such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund directly to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlord. (7) If. Likewise, Tenant performs shall pay Landlord any such auditunderpayment determined by the audit report within thirty (30) days of determination. The foregoing obligations shall survive the expiration or earlier termination of the Lease. If Tenant does not give written notice of its election to audit during the Audit Election Period, it is determined Landlord’s Operating Costs for the applicable calendar year shall be deemed approved for all purposes, and Tenant shall have no further right to review or contest the same. If the audit proves that Landlord has overcharged Tenant on account ▇▇▇▇▇▇▇▇’s calculation of Operating Expenses Allocable to Costs for the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, calendar year under inspection was overstated by more than five seven and 50/100 percent (57.5%) in the aggregate, then then, after verification, Landlord shall reimburse Tenant for the pay Tenant’s actual reasonable out-of-pocket costs incurred by Tenant in performing such audit and inspection fees applicable to the review of said calendar year statement (not to exceed Five Thousand and 00/100 Dollars $3,500 per audit) within thirty ($5,000.00)30) days after receipt of Tenant’s invoice therefor. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject For so long as Tenant is not in default under this Lease beyond any applicable notice or cure period, Landlord’s books and records pertaining to the provisions calculation of this paragraphOperating Expenses for any Expense Year within the Lease Term may be audited in order to verify the accuracy of Landlord’s determination of Tenant’s Share of actual Operating Expenses for the applicable Expense Year by an authorized representative of Tenant at Tenant’s expense, at any time within twelve (12) months after the end of the applicable Expense Year, provided that Tenant gives Landlord not less than thirty (30) days’ prior written notice of any such audit. For purposes hereof, an authorized representative of Tenant means a bona fide employee of Tenant, any reputable accounting firm with experience auditing the financial records of commercial landlords and engaged by Tenant on a non-contingency fee basis, or any other party reasonably approved in writing by Landlord. In no event will an authorized representative of Tenant include the owner of any office, life sciences, or industrial building in the Research Triangle Park, North Carolina area or any Affiliate of such owner. Prior to commencement of such audit, Tenant shall cause its authorized representative to agree in writing for the benefit of Landlord that such representative will keep the results of the audit confidential and that such representative will not disclose or divulge the results of such audit to anyone other than Tenant, Landlord and the counsel and accountants of Landlord and Tenant who have a need to know such information, except in connection with any dispute between Landlord and Tenant relating to Operating Expenses. Such audit will be conducted during reasonable business hours at Landlord’s office where L▇▇▇▇▇▇▇’s books and records are maintained or Landlord shall, if requested by Tenant, provide the rightapplicable documentation to Tenant via a secure, at electronic portal acceptable to Landlord (provided that Tenant shall reimburse Landlord for any costs actually incurred by Landlord in making such documentation available via such electronic portal not to exceed $500.00), shall not unreasonably interfere with the conduct of Landlord’s business, and shall be conducted only during business hours reasonably designated by Landlord. Tenant shall cause such audit to be completed within thirty (30) days, and upon completion, shall cause a written audit report to be prepared by its authorized representative following any such audit and shall provide Landlord with a copy of such report promptly after receipt thereof by T▇▇▇▇▇. If Landlord’s calculation of Tenant's cost and expense, to examine all documentation and calculations prepared in the determination ’s Share of Operating Expenses Allocable for the audited Expense Year was incorrect, then Tenant will be entitled to a prompt (within thirty [30] days following delivery of the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 belowcompleted audit report) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect refund of any period for which Landlord has given overpayment or Tenant a statement shall promptly (within thirty [30] days following delivery of the actual completed audit report) pay to Landlord the amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expensesany underpayment, as the case may be. Nothing in this Section 4.3 shall be construed to limit, for suspend or a▇▇▇▇ T▇▇▇▇▇’s obligation to pay Rent when due, including Additional Rent. Tenant hereby acknowledges that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of T▇▇▇▇▇’s sole right to audit Landlord’s books and records and to contest the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid payable by Tenant on a contingent fee basis. (5) As a condition shall be as set forth in this Section 4.3. Landlord agrees to performing any such examination, work with Tenant and its examiners shall be required auditor in a good faith and commercially reasonable manner (provided Tenant and such auditor do the same) to execute and deliver resolve any factual inaccuracies in such audit or to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential resolve any information which it discovers about Landlord or disputes associated with the Buildings in connection with such examinationresults of any audit performed by T▇▇▇▇▇; provided, however, that L▇▇▇▇▇▇▇’s good faith, reasonable judgment regarding the proper interpretation of this Lease and the proper accounting for Operating Expenses shall be binding on Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with any such audit, (ii) actual audit or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to inspection. If the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount final resolution of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlord. (7) If, Tenant performs any such audit, it is determined audit determines that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregate), then Landlord shall reimburse Tenant for the reasonable actual, out-of-pocket costs incurred by Tenant of Tenant’s audit in performing such audit an amount not to exceed Five Thousand and 00/100 Dollars ($5,000.00)2,500.00. This provision shall survive the expiration or earlier termination of this Lease. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject Within sixty (60) days after receiving the Actual Statement, Tenant may, upon advance written notice to Landlord and the Association and during reasonable business hours, cause an audit of the Association's books and records with respect to the provisions preceding Expense Year to determine the accuracy of this paragraphthe Actual Statement. Landlord shall cause the Association to make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If Tenant retains an agent, at Tenant's sole cost and expense, to review the Association's records, the agent shall be an independent accountant of national standing, which is not compensated on a contingency basis and is also subject to a commercially reasonable confidentiality agreement. Within sixty (60) days after the records are made available to Tenant, Tenant shall have the rightright to give the Association written notice (an "Objection Notice") stating in reasonable detail any objection to the Actual Statement of CAM Expenses for that year. If Tenant provides the Association with a timely Objection Notice, at the Association and Tenant shall work together in good faith to resolve any issues raised in Tenant's cost and expense, Objection Notice. If Tenant fails to examine all documentation and calculations prepared in provide the determination of Operating Expenses Allocable to the Premises and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (CollectivelyAssociation with a timely Objection Notice, the "Total Expenses"): (1) Such documentation and calculation Actual Statement shall be made available deemed final and binding, and Tenant shall have no further right to audit or object to such statement. If the Association and Tenant at determine that CAM Expenses for the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more are less than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may bereported, Landlord shall credit cause the Association to pay such overpayment against directly to Tenant. Likewise, if the next installment(s) of Annual Fixed Rent thereafter payable by TenantAssociation and Tenant determine that CAM Expenses for the Expense Year are greater than reported, except that if such overpayment is determined after Tenant shall pay the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant Association the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days days. If such audit proves that Tenant's Share of such determination, pay such underpayment to Landlord. (7) If, Tenant performs any such audit, it is determined that Landlord has overcharged Tenant on account of Operating CAM Expenses Allocable to set forth in the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Actual Statement were overstated by more than five percent (5%) in the aggregate), then the cost of such audit shall be paid for by the Association. Landlord shall reimburse Tenant cause the Association to maintain records of the CAM Expenses for the reasonable out-of-pocket costs incurred by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars three ($5,000.00)3) year period following each Actual Statement. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject to the provisions of this paragraph, Tenant shall have the right, at Tenant's cost right to conduct an audit of Landlord’s books and expense, records relating to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable to in accordance with the Premises following terms and Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing companyprovisions, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information delivers written notice of its intent to audit within one hundred twenty (i120) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, days after the audit receipt by Tenant of Landlord's ’s Statement and completes such audit within sixty (60) days after the date Landlord makes Landlord’s books and records pursuant available to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: Tenant: (i) No Monetary Default (defined in Article 29 below) then exists. (ii) Tenant has made an overpayment shall have the right to have a Qualified Auditor (as defined below) inspect Landlord’s accounting records at Landlord’s office. (iii) The Qualified Auditor shall not be employed or engaged on account a contingency basis, in whole or in part. (iv) Prior to commencing the audit, Tenant and the auditor shall: (A) provide Landlord with evidence that the auditor is from a nationally recognized accounting firm and that the individual performing the audit is a certified public accountant (a “Qualified Auditor”); (B) each sign a commercially reasonable confidentiality letter to be provided by Landlord; and (C) provide Landlord with evidence of the fee arrangement between the auditor and Tenant. (v) The audit shall be limited solely to confirming that the Operating Expenses reported in the Landlord’s Statement are consistent with the terms of this Lease. (vi) If Tenant’s auditor finds errors or overcharges in Landlord’s Statement that Tenant wishes to pursue, then within the time period set forth above Tenant shall advise Landlord thereof in writing with specific reference to claimed errors and overcharges and the relevant Lease provisions disqualifying (in whole or in part) such expenses. Landlord shall have a reasonable opportunity to meet with Tenant’s auditor (and any third auditor selected hereinbelow, if applicable) to explain its calculation of Operating Expenses Allocable Expenses, it being the understanding of Landlord and Tenant that Landlord intends to operate the Building as a first-class office building with services at or near the top of the market. If Landlord agrees with said findings, appropriate rebates or charges shall be made to Tenant. If Landlord does not agree, Landlord shall engage its own auditor to review the findings of Tenant’s auditor and Landlord’s books and records. The two (2) auditors and the parties shall then meet to resolve any difference between the audits. (vii) If agreement cannot be reached within two (2) weeks thereafter, then the auditors shall together select a third auditor (who shall be a Qualified Auditor not affiliated with and who does not perform services for either party or their affiliates) to which they shall each promptly submit their findings in a final report, with copies submitted simultaneously to the Premises or first two (2) auditors, Tenant and Landlord's Tax Expenses Allocable . Within two (2) weeks after receipt of such findings, the third auditor shall determine which of the two reports best meets the terms of this Lease, which report shall become the “Final Finding”. The third auditor shall not have the option of selecting a compromise between the first two auditors’ findings, nor to make any other finding. (viii) If the Premises, as the case may beFinal Finding determines that Landlord has overcharged Tenant, Landlord shall credit such overpayment against Tenant toward the payment of additional Rent next installment(s) of Annual Fixed Rent thereafter due and payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of under this Lease, Landlord shall promptly refund to Tenant Lease the amount of such overpayment less any amounts overcharge. If the Final Finding determines that Tenant was undercharged, then due from Tenant to Landlord; and within twenty (ii20) Tenant has made an underpayment on account of Operating Expenses Allocable to days after the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may beFinal Finding, Tenant shall, within thirty (30) days shall reimburse Landlord the amount of such determination, pay such underpayment to Landlordundercharge. (7ix) If, Tenant performs any such audit, it is determined If the Final Finding results in a determination that Landlord has overcharged Tenant on account of overstated Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in of Tenant’s Share of the aggregateOperating Expenses for the calendar year subject to the audit, then Landlord shall pay its own audit costs and reimburse Tenant for its costs associated with said audits. If the reasonable outFinal Finding results in a credit to Tenant of less than one percent (1%) of Tenant’s Share of the Operating Expenses for the calendar year subject to the audit (or in a determination that Tenant underpaid Operating Expense for such year), Tenant shall pay its own costs and shall reimburse Landlord for Landlord’s costs associated with said audits. In all other events, each party shall pay its own audit costs, including one-of-pocket costs incurred by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars half ($5,000.00)1/2) of the cost of the third auditor. (8) Any disputes under this Section 2.6.1 relating x) The results of any audit of Operating Expenses hereunder shall be treated by Tenant, all auditors, and their respective employees and agents as confidential, and shall not be discussed with nor disclosed to amounts any third party, except for disclosures to Tenant’s attorneys, accountants, and other professionals (provided such parties are directed to keep such information confidential) and/or as required by applicable law, court rule or order or in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by connection with any litigation or arbitration under Section 8.31 belowinvolving Landlord or Tenant.

Tenant’s Audit Right. Subject Within six (6) months after receipt of a Statement by Tenant ("REVIEW PERIOD"), if Tenant disputes the amount set forth in the Statement, Tenant's employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm), designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord's records at Landlord's offices, provided that Tenant is not then in default in the provisions payment of this paragraphBase Rent or Building Direct Expenses after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord's records in strict confidence. Landlord shall cooperate with Tenant in obtaining all necessary or appropriate information from the Association. Notwithstanding the foregoing, Tenant shall only have the right, at Tenant's cost and expense, right to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable to the Premises and review Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): records one (1) Such documentation time during any twelve (12) month period. Tenant's failure to dispute the amounts set forth in any Statement by written notice to Landlord within thirty (30) days after the Review Period shall be deemed to be Tenant's approval of such Statement and calculation Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the proper amount shall be made available by an independent certified public accountant PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] selected by Landlord and reasonably approved by Tenant who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant at and the offices where accountant the information upon which the certification is to be based. If such certification by the accountant proves that the Building Direct Expenses set forth in the Statement were (i) overstated by less than two percent (2%), then the cost of the accountant and the cost of such certification shall be paid for by Tenant, (ii) overstated by two percent (2%) or more but less than three percent (3%), then the cost of the accountant and the cost of certification shall be split evenly between Landlord keeps and Tenant, or (iii) overstated by three percent (3%) or more, then the cost of the accountant and the cost of such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses appropriate payments or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expensesreimbursements, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expensesto each other, as the case may be, in respect of such calendar year or fiscal year and provides are determined to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records owing pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlordcertification. (7) If, Tenant performs any such audit, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregate, then Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00). (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject Notwithstanding anything contained herein to the provisions of contrary, but provided that Tenant is not in default under this paragraphLease beyond the applicable notice and cure period, Tenant shall have the right, at Tenant's cost and expense, to examine all documentation and calculations prepared in within six (6) months following receipt of the determination annual final statements of Operating Expenses Allocable and Real Property Taxes, by written notice delivered to the Premises Landlord, to declare that it seeks to inspect and examine Landlord's Tax books and records relating to Operating Expenses Allocable to the Premises and Real Property Taxes for said immediately preceding year (as defined except if any overcharge is found, in Section 2.7 below) which event Tenant may inspect and examine Landlord's books and records for prior years), whereupon a duly qualified employee of Tenant or Tenant's designated accountant (Collectively, the "Total Expenses"): (1) Such documentation and calculation who shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. non-contingency basis only) may visit Landlord's office or other place reasonably designated by Landlord, during normal business hours, upon at least fifteen (515) As a condition days prior written notice, to performing any inspect Landlord's books and records to verify the correctness of such examination, annual final statements. All information discovered by Tenant and (and/or its examiners accountants) shall be required to execute regarded as confidential information and deliver to Landlord an agreementmay not be shared with any other party (except for Tenant's contractors, in form attached hereto as Exhibit Kagents, agreeing attorneys, accountants, investors, potential purchasers, or employees all of who shall agree to keep confidential any such information which it discovers about Landlord or the Buildings in connection with such examination; providedconfidential), however, unless required by order of a court of competent jurisdiction (provided that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent reasonably necessary for the limited purpose of adjudicating any dispute with Landlord regarding Operating Expenses and Real Property Taxes); Tenant's failure to adhere to this confidentiality clause shall be deemed to be an Event of Default that, in additional to all other rights and remedies available to Landlord under this Lease, shall result in the nullification of this paragraph and Tenant's future right to inspect and verify Landlord's annual statement of any charges including but not limited to Operating Expenses and Real Property Taxes. Tenant shall be required by applicable law to share with Landlord the results of Tenant's inspection. It is expressly agreed that any errors will be promptly corrected (provided that Landlord agrees with Tenant's evaluation or reporting requirements or by administrativea court of competent jurisdiction has rendered a final decision in Tenant's favor with respect thereto), governmental or judicial proceeding. (6) If, after the audit and any resulting overpayment by Tenant of Landlordwill be promptly refunded by Landlord to Tenant (or, at Tenant's books and records pursuant to this Section 2.6.1 with respect to any calendar year or fiscal yearoption, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment credited against the next installment(s) installment of Annual Fixed Rent thereafter payable rent or other charges due to Landlord hereunder), and any resulting underpayment by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall Tenant will be promptly refund to Tenant the amount of such overpayment less any amounts then due from paid by Tenant to Landlord; . If such inspection and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlord. (7) If, Tenant performs any such audit, it is determined examination reveals that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in or more of the aggregateamount actually due, then Landlord shall also reimburse Tenant for the Tenant's reasonable out-of-pocket costs incurred by Tenant in performing such audit not to exceed Five Thousand inspection and 00/100 Dollars ($5,000.00)examination costs. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject Within six (6) months after receipt of a Statement by Tenant ("REVIEW PERIOD"), if Tenant disputes the amount set forth in the Statement, Tenant's employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm), designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord's records at Landlord's offices, provided that Tenant is not then in default in the provisions payment of this paragraphBase Rent or Building Direct Expenses after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord's records in strict confidence. Landlord shall cooperate with Tenant in obtaining all necessary or appropriate information from the Association. Notwithstanding the foregoing, Tenant shall only have the right, at Tenant's cost and expense, right to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable to the Premises and review Landlord's Tax Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): records one (1) Such documentation time during any twelve (12) month period. Tenant's failure to dispute the amounts set forth in any Statement by written notice to Landlord within thirty (30) days after the Review Period shall be deemed to be Tenant's approval of such Statement and calculation Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the proper amount shall be made available by an independent certified public accountant selected by Landlord and reasonably approved by Tenant who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant at and the offices where accountant the information upon which the certification is to be based. If such certification by the accountant proves that the Building Direct Expenses set forth in the Statement were (i) overstated by less than two percent (%), then the cost of the accountant and the cost of such certification shall be paid for by Tenant, (ii) overstated by two percent (2%) or more but less than three percent (3%), then the cost of the accountant and the cost of certification shall be split evenly between Landlord keeps and Tenant, or (iii) overstated by PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] three percent (3%) or more, then the cost of the accountant and the cost of such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses appropriate payments or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expensesreimbursements, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expensesto each other, as the case may be, in respect of such calendar year or fiscal year and provides are determined to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after the audit by Tenant of Landlord's books and records owing pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlordcertification. (7) If, Tenant performs any such audit, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregate, then Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00). (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. (a) Landlord will deliver the annual Operating Cost statement (the “Year End Statement”) to Tenant within one hundred eighty (180) days after the expiration of the respective Lease Year (with reasonable detail and backup). Landlord’s failure to render any Year End Statement on a timely basis with respect to any calendar year shall not prejudice Landlord’s right to thereafter render a Year End Statement with respect to such calendar year or any subsequent calendar year, nor shall the rendering of a Year End Statement prejudice Landlord’s right to thereafter render a corrected Year End Statement for that calendar year; provided, however, in no event shall Landlord have the right to render a Year End Statement (or a corrected Year End Statement) more than eighteen (18) months after the end of the calendar year in question (nor shall Tenant be obligated to make any payment of additional rent hereunder for any amount that was not properly billed to Tenant within eighteen (18) months after the incurrence of the applicable cost). (b) Subject to the provisions of this paragraphSection 9.2, Tenant shall have the right, at Tenant's ’s sole cost and expense, to examine all documentation and calculations prepared in the determination correctness of Operating Expenses Allocable to the Premises and Landlord's Tax Expenses Allocable to Year End Statement, provided by Landlord under the Premises (as defined in Section 2.7 below) (Collectivelyapplicable provisions of this Lease, the "Total Expenses"):or any item contained therein: (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3i) Any request for examination in respect of any calendar year may be made by notice from Tenant to Landlord no more than one hundred and eighty (1180) year days after the date (the “Operating Cost Statement Date”) that Landlord advises provides a Year End Statement to Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year year. Any examination under the preceding sentence must be completed and provides the results communicated to Landlord no more than one hundred eighty (180) days after Tenant the applicable year-end statement required under Section 2.6 or Section 2.7has made such request, as provided herein. (4ii) Tenant hereby acknowledges and agrees that Tenant’s sole right to contest any Year End Statement shall be as expressly set forth in this Section 9.2. Tenant hereby waives any and all other rights provided pursuant to applicable laws to inspect Landlord’s books and records and/or to contest the Year End Statement (except with respect to manifest error or fraud). If Tenant shall fail to timely exercise Tenant’s right to inspect Landlord’s books and records as provided in this Section, or if Tenant shall fail to timely communicate to Landlord the results of Tenant’s examination as provided in this Section, with respect to any calendar year, then the Year End Statement delivered by Landlord to Tenant shall be conclusive and binding on Tenant (except with respect to manifest error or fraud). (iii) Such of Landlord’s books and records pertaining to Tenant’s Proportionate Share of the Operating Costs for the specific matters questioned by Tenant for the calendar year included in Landlord’s Year End Statement shall be made available to Tenant within thirty (30) days after Landlord timely receives the notice from Tenant to make such examination pursuant to this Section, either electronically or during normal business hours, at the offices where Landlord keeps such books and records. (iv) Tenant shall have no right to make such examination unless Tenant has paid the amount shown on the Year End Statement. Tenant shall have the right to make such examination no more than once in respect of any calendar year in which Landlord has given Tenant a Year End Statement. (v) Such examination may be made only by the following (each, an “Authorized Auditor”): (x) a qualified employee of Tenant's employees, internal (y) an independent nationally or regionally recognized certified public accounting departmentfirm or brokerage firm licensed to do business in the State, outside accountants or other professional auditing company(z) another audit firm licensed to do business in the State, provided any such outside accountants and/or auditing company are subject to Landlord’s approval, which shall not being paid be unreasonably withheld, conditioned, or delayed. No examination shall be conducted by Tenant an Authorized Auditor who is to be compensated, in whole or in part, on a contingent fee basis. All costs and expenses of any such examination shall be paid by Tenant provided, however, that if such examination reveals that the amount that Landlord billed to Tenant and paid by Tenant to Landlord for the applicable calendar year in question exceeded by more than five percent (5%) the amount that Tenant should have been billed during such calendar year, then Landlord shall pay the cost of such examination. (5vi) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit Kreasonably acceptable to Landlord, agreeing to keep confidential any information which it discovers about Landlord or the Buildings Building in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6vii) If, after the audit by Tenant of Landlord's books No subtenant shall have any right to conduct any such examination and records pursuant to this Section 2.6.1 no assignee (other than a Permitted Assignee) may conduct any such examination with respect to any calendar year period during which the assignee was not in possession of the Premises. (viii) If as a result of such examination Landlord and Tenant agree (or fiscal year, as applicable, it is finally determined that: (idetermined) that the amounts paid by Tenant has made an overpayment to Landlord on account of Tenant’s Proportionate Share of Operating Expenses Allocable Costs exceeded the amounts to which Landlord was entitled hereunder, or that Tenant is entitled to a credit with respect to Tenant’s Proportionate Share of Operating Costs, Landlord, at its option, shall refund to Tenant the Premises amount of such excess or Landlord's Tax Expenses Allocable to apply the Premisesamount of such credit, as the case may be, Landlord shall credit such overpayment against the next installment(swithin thirty (30) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined days after the termination or expiration date of such agreement (unless the term of this Leasehas ended, in which case Landlord shall promptly refund to Tenant the amount of such overpayment less any excess). Similarly, if Landlord and Tenant agree (or it is finally determined) that the amounts then due from paid by Tenant to Landlord; and (ii) Tenant has made an underpayment Landlord on account of Tenant’s Proportionate Share of Operating Expenses Allocable Costs were less than the amounts to the Premises or which Landlord was entitled hereunder, then Tenant shall pay to Landlord's Tax Expenses Allocable to the Premises, as Additional Rent, the case may be, Tenant shall, amount of such deficiency within thirty (30) days after the date of such determination, pay such underpayment to Landlord. (7) Ifagreement. Except as provided in this Section, Tenant performs shall have no right whatsoever to dispute by judicial proceeding or otherwise the accuracy of any such audit, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregate, then Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00)Year End Statement. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject to the provisions of this paragraphProvided that Tenant has paid all Rent (including Additional Rent) then due, Tenant shall have the right, upon reasonable prior written notice to Landlord and at Tenant's ’s sole cost and expense, to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable inspect Landlord’s accounting records relative to the Premises and Landlord's Tax Direct Expenses Allocable to the Premises (as defined in Section 2.7 below) (Collectively, the "Total Expenses"): (1) Such documentation and calculation shall be made available to Tenant at the offices where Landlord keeps such records set forth on a Statement delivered for a particular Expense Year during normal business hours at any time within one (1) year following the furnishing (as provided in Section 4.4.1 above) to Tenant of such Statement; provided that (w) such inspection shall be conducted by an employee of Tenant, a reasonable time after national or regional accounting or other professional auditing firm with recognized expertise in the accounting practices of first-class office buildings, or such other person designated by Tenant that is reasonably acceptable to Landlord receives (collectively “Tenant’s Auditor”), (y) Tenant does not engage any Tenant’s Auditor on a written request from “contingent fee” basis to conduct or participate in such inspection, and (z) Tenant to make such examination. (2) Having previously made such examination in respect and Tenant’s Auditor shall keep the results of any period such inspection strictly confidential and shall not disclose the results of same to any third party; and, unless Tenant shall take written exception to any item in such Statement within such one (1) year period, such Statement shall be considered final and accepted by Tenant. Tenant acknowledges that it shall be reasonable for which Landlord has given to object to the proposed use by Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more competitors of Landlord engaged in the development and ownership of real estate on other than an incidental basis, or real estate brokers; provided, the prohibition on the employment of real estate brokers to conduct the initial audit shall not disqualify an entity which has a real estate brokerage division in addition to other divisions, provided the real estate brokerage division is not involved in the initial audit. If the parties are unable to resolve any timely objections to a Statement within one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax ExpensesStatement is sent to Tenant, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information then (i) either party may refer the issues raised to one of the nationally recognized public accounting firms selected by Landlord and reasonably acceptable to Tenant's employees, counsel and advisors who have the need to know decision of such information in order to provide Tenant with advice in connection with such auditaccounting firm shall be conclusively binding upon Landlord and Tenant, (ii) actual or proposed successorsTenant shall pay the fees and expenses relating to the procedure described in clause (i) above, assignsunless such accounting firm determines that Landlord overstated Direct Expenses by more than three percent (3%) for such calendar year, subtenants, lenders or purchasers of Tenant in which case Landlord shall pay such fees and expenses; and (iii) to Landlord shall credit against the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, after next payment of Tenant’s Share of Direct Expenses and Base Rent of any net reductions in Tenant’s Share of Direct Expenses for the audit by preceding year arising from any Tenant of Landlord's books and records objections made pursuant to this Section 2.6.1 with respect to any calendar year or fiscal year, as applicable, it is finally determined that: clause (i) Tenant has made an overpayment on account of Operating Expenses Allocable consented to the Premises by Landlord or Landlord's Tax Expenses Allocable determined pursuant to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(sclause (iii) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Tenant shall, within thirty (30) days of such determination, pay such underpayment to Landlordabove. (7) If, Tenant performs any such audit, it is determined that Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregate, then Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred by Tenant in performing such audit not to exceed Five Thousand and 00/100 Dollars ($5,000.00). (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.

Tenant’s Audit Right. Subject Within 180 days after receipt of a Statement, upon 10 days’ notice, Tenant will have the right to inspect and audit Landlord’s books and records with respect to Operating Costs, Insurance Costs, or Taxes (an “Audit”). In the provisions event Tenant does not give Landlord notice of this paragraphits election to conduct an Audit within such 180-day period, the terms and amounts set forth in the Statement will be conclusive and final, and Tenant shall have the right, at Tenant's cost no further right to conduct an Audit. Tenant may only use a private accounting firm or a consulting or brokerage firm with expertise in real estate accounting and expense, to examine all documentation and calculations prepared in the determination of Operating Expenses Allocable to the Premises and Landlord's Tax Expenses Allocable to the Premises property management for “Comparable Buildings” (as defined in Section 2.7 0 below) (Collectivelyretained on an hourly or fixed-fee basis or Tenant’s internal accounting staff to conduct an Audit; in no event may Tenant use an outside firm paid on a contingency fee basis. If the Audit reveals that the amount charged by Landlord for Operating Costs, the "Total Expenses"): (1) Such documentation and calculation shall be made available Insurance Costs, and/or Taxes was greater than actual Operating Costs, Insurance Costs, and/or Taxes, Landlord will credit such difference to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination. against Rent next coming due (2) Having previously made such examination in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expensesor, Tenant may not thereafter make a subsequent examination of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, for that same period. (3) Any request for examination in respect of any calendar year may be made no more than one (1) year after Landlord advises Tenant of the actual amount of Landlord's Operating Expenses or Landlord's Tax Expenses, as the case may be, in respect of such calendar year or fiscal year and provides to Tenant the applicable year-end statement required under Section 2.6 or Section 2.7. (4) Such examination may be made only by Tenant's employees, internal accounting department, outside accountants or other professional auditing company, provided any such outside accountants and/or auditing company are not being paid by Tenant on a contingent fee basis. (5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form attached hereto as Exhibit K, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination; provided, however, that Tenant may disclose such information (i) to Tenant's employees, counsel and advisors who have the need to know such information in order to provide Tenant with advice in connection with such audit, (ii) actual or proposed successors, assigns, subtenants, lenders or purchasers of Tenant and (iii) to the extent required by applicable law or reporting requirements or by administrative, governmental or judicial proceeding. (6) If, if after the audit by Tenant of Landlord's books and records pursuant to this Section 2.6.1 with respect to any calendar year expiration or fiscal year, as applicable, it is finally determined that: (i) Tenant has made an overpayment on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, Landlord shall credit such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the term of this Lease, Landlord shall promptly will refund such excess amount to Tenant within 30 days and such obligation shall survive termination or expiration of this Lease), and if the Audit reveals that the amount of such overpayment charged by Landlord for Operating Costs, Insurance Costs, and/or Taxes was less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of than actual Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the PremisesCosts, as the case may beInsurance Costs, and/or Taxes, Tenant shall, within thirty (30) days of such determination, will pay such underpayment to Landlord. (7) Ifdifference within 30 days after the completion of the Audit. Unless the Audit shows that the amount charged by Landlord for Operating Costs, Insurance Costs, and Taxes was greater than 105% of actual Operating Costs, Insurance Costs, and Taxes, Tenant performs any such auditwill pay Tenant’s costs associated with an Audit. If an Audit shows that the amount charged by Landlord for Operating Costs, it is determined that Insurance Costs, and Taxes was greater than 105% of the actual Operating Costs, Insurance Costs, and Taxes, Landlord has overcharged Tenant on account of Operating Expenses Allocable to the Premises or Landlord's Tax Expenses Allocable to the Premises, as the case may be, by more than five percent (5%) in the aggregate, then Landlord shall will reimburse Tenant for the actual and reasonable out-of-pocket costs incurred by Tenant in performing such audit not Tenant, if any, to exceed Five Thousand conduct the Audit, excluding travel and 00/100 Dollars ($5,000.00)lodging expenses. No subtenant of the Premises will be permitted to conduct an Audit. (8) Any disputes under this Section 2.6.1 relating to amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may be resolved by arbitration under Section 8.31 below.